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, 2001
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
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(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
-----
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 ..............................12
A. History and Development .................................12
B. Business Overview .......................................13
C. Organizational Structure .................................17
D. Property, Plant and Equipment ...........................17
Item 5. Operating and Financial Review and Prospects ............18
A. Operating Results .......................................18
B. Liquidity and Capital Resources .........................19
Item 6. Directors, Senior Management and Employees ..............20
A. Directors and Senior Management .........................20
B. Compensation ............................................22
C. Board Practices .........................................22
D. Employees ...............................................23
E. Share Ownership .........................................23
Item 7. Major Shareholders and Related Party Transactions .......23
A. Major Shareholders ......................................23
B. Related Party Transactions ..............................23
C. Interests of Experts and Counsel..........................23
Item 8. Financial Information ...................................24
A. Consolidated Statements and Other Financial
Information ............................................24
Item 9. The Offer and Listing ...................................24
A.4. Market Price Information ..............................24
C. Markets on Which our Shares Trade .......................25
Item 10. Additional Information .................................25
A. Share Capital ...........................................25
B. Memorandum and Articles of Association ..................26
C. Material Contracts ......................................27
D. Exchange Controls .......................................27
E. Taxation ................................................27
F. Dividends and Paying Agents...............................28
G. Statement by Experts......................................28
H. Documents on Display......................................28
Item 11. Quantitative and Qualitative Disclosures About
Market Risk ...............................................28
Item 12. Description of Securities other than Equity
Securities. ...............................................29
Part II
Item 13. Defaults, Dividend Arrearages and Delinquencies .........29
Item 14. Material Modifications to the Rights of Security
Holders and Use of Proceeds ...............................29
Item 15. [Reserved] ..............................................
Item 16. [Reserved] .............................................
Part III
Item 17. Financial Statements ...................................F-1
Item 18. Financial Statements ...................................
19. Exhibits ..........................................................F-11
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, 1999, 2000 and 2001 and selected
balance sheet data as of December 31, 2000 and 2001 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, 1997, 1998 and 1999 and selected balance sheet data
as of December 31, 1997, 1998 and 1999 are derived from our
audited financial statements not included in this document.
SELECTED BALANCE SHEET DATA
December 31,
----------------------------------------------------------
2001 2000 1999 1998 1997
-------- -------- -------- -------- --------
Assets
Cash and
Cash Deposit 630,868 1,922,925 2,507,017 3,637,758 19,499
Prepaid Finance
Expenses 43,435 57,915 72,395 86,875 0
Prepaid Insurance 70,000 58,333 70,833 83,333 95,836
Accounts
Receivable 170,180 10,228,286 0 0 1,499,380
Vessels 141,744,005 148,575,045 155,406,085 162,237,124 169,068,163
----------- ---------- ----------- ----------- ----------
Total Assets 142,658,488 160,842,504 158,056,330 166,045,090 170,682,878
=========== =========== =========== =========== ==========
Accounts
Payable 0 0 0 675,384 1,181,385
Accrued
Expenses 778,000
Accrued
Interest 38,666 43,500 77,333 43,781 0
Bank Loan 30,000,000 30,000,000 30,000,000 30,000,000 0
---------- ---------- ---------- ---------- ----------
Total Long-
term
Liabilities 30,816,666 30,043,500 30,077,333 30,719,165 1,181,385
Shareholder's Equity
Share Capital 97,066 97,066 97,066 97,066 118,138
Accumulated Other
Comprehensive
Income (loss) (778,000)
Other
Shareholders'
Equity 112,522,756 130,701,938 127,881,931 135,228,859 169,383,355
----------- ----------- ----------- ----------- ----------
Total
Shareholders'
Equity 111,841,822 130,799,004 127,978,997 135,325,925 169,501,493
----------- ----------- ----------- ----------- ----------
Total
Liabilities
and
Shareholders'
Equity 142,658,488 160,842,504 158,056,330 166,045,090 170,682,878
=========== =========== =========== =========== ==========
SELECTED STATEMENT OF OPERATIONS DATA
Year Ended December 31,
----------------------------------------------------------
2001 2000 1999 1998 1997
-------- -------- -------- -------- --------
Revenue 28,359,568 36,577,262 14,782,500 16,006,199 5,265,880
Ship Broker
Commissions (184,781) (185,288) (184,781) (184,781) (47,081)
Management Fee and
Administrative
Expense (281,406) (290,791) (314,004) (412,779) (461,674)
Directors
Insurance (72,333) (82,500) (97,500) 0 0
Depreciation (6,831,040) (6,831,040) (6,831,039) (6,831,039) (1,707,807)
--------- --------- --------- -------- --------
Net Operating
Income 20,990,008 29,187,643 7,355,176 8,577,600 3,049,318
---------- --------- --------- --------- --------
Net Financial
Items (1,604,532) (1,518,677) (1,580,498) 51,912 147,176
---------- --------- --------- --------- --------
Net Profit
for the Year 19,385,476 27,668,966 5,774,678 8,629,512 3,196,492
========== ========= ========= ========= ========
Basic Earnings
Per Share (a) 2.00 2.85 0.59 0.73 1.06
Diluted Earnings
Per Share 2.00 2.85 0.59 0.73 0.57
Cash Dividends
Declared
Per Share 3.87 2.56 1.35 1.33 1.57
Weighted Average
Shares Outstanding:
Basic 9,706,606 9,706,606 9,706,706 11,796,530 3,018,518
Diluted 9,706,606 9,706,606 9,706,706 11,796,530 5,606,055
(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
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 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.
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 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.
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.
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 AS
(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 in the 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 the Charters is
from September 30, 1997 and will end approximately seven years
from that 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
Company's dividend policy is to pay dividends to the shareholders
in amounts substantially equal to the amounts received by it
under the Charters, less expenses. In 2001, a portion of these
dividends was considered return of capital for United States
federal income tax purposes.
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
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 2001, 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 Amoco 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 Company's
shareholders 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 which 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
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 dwt; (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 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. Market
rates which are used to determine additional hire decreased in
2001. The decrease was driven by OPEC oil production decreases
and a slow down in the world economy. A strong Suezmax market
will largely depend on the global oil demand in 2002 and the
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
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 11.85% of the outstanding Shares.
D. PROPERTY, PLANT AND EQUIPMENT
Other than the Vessels described elsewhere in this
filing, the Company does not own or lease any tangible fixed
property.
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 2001
decreased 22% from 2000 to $28,359,568 or $25,899 per day per
vessel (T/C equivalent of $34,399 per day per vessel).
Charterhire revenue for 2001 was derived from Base Hire of
$14,782,500 ($13,500 per day per Vessel) and Additional Hire of
$13,577,068 ($12,399 per day per vessel).
Market rates which are used to determine additional hire
decreased in 2001. The decrease was driven by OPEC oil production
decreases and a slow down in the world economy. Additional hire
by quarter, as determined by the Brokers Panel was $7,994,018,
$3,572,587, $1,840,283 and $170,180 for the first through the
fourth quarters of 2001, respectively. Charterhire (time charter
equivalent) in each quarter of 2001 was $51,607, $35,088, $28,668
and $22,617 per day per Vessel, respectively.
Comparatively, Base Hire in 2000 and 1999 was $14,823,000
and $14,782,500 ($13,500 per day per Vessel), respectively.
Additional Hire was $21,754,262 in 2000 and $0 in 1999.
Management, insurance and administrative costs (MI&A) for
2001, 2000 and 1999 were $538,520, $558,759 and $596,285,
respectively. The Company's MI&A 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
$20,239 from 2000 to 2001 is mainly due to lower insurance costs.
Depreciation expense approximated $6,831,040 for each of the
three years.
Liquidity and Capital Resources
The Company's cash flows are primarily from charter hire
revenue.
Cash flows provided by operating activities increased in
2001 to $36,272,601 due primarily to the decrease in accounts
receivable of $10,058,106 partially offset by a decrease in
charter hire revenue. The decrease in accounts receivable was due
to the Additional Charter Hire for the 4th quarter 2000 which was
paid in January 2001.
Cash flow used in financing activities increased 51% to
$37,564,658 due to the increase in dividends paid during the
year.
Dividend payment
Total dividend paid out in 2001 was $37,564,658 or $3.87
per Share. The dividend payments per share in 1997, 1998, 1999,
2000 and 2001 have been as follows:
Period 1997 1998 1999 2000 2001
------------------------------------------------------------
1st Quarter 0.40 0.32 0.34 1.41
2nd Quarter 0.41 0.32 0.45 1.19
3rd Quarter 0.32 0.35 0.67 0.72
4th Quarter 0.30 0.30 0.36 1.10 0.55
------------------------------------------------------------
Total USD 0.30 1.43 1.35 2.56 3.87
------------------------------------------------------------
The Company declared a dividend of $0.36 per share for
the first quarter of 2002. The dividend of $0.36 was paid to
Shareholders in February 2002.
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
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% per annum for the next 3 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 54 Director and President
Peter Bubenzer Secretary
Niels Erik Feilberg 40 Vice President and Treasurer
Tharald Brovig 59 Director
Hon. Sir David Gibbons 74 Director
George C. Lodge 74 Director
Axel Stove Lorentzen 49 Director
Andreas Ove Ugland 47 Director
THE MANAGER
NAME AGE POSITION
Niels Erik Feilberg 40 Chief Financial Officer
Herbjorn Hansson 54 Director and President
Peter Antturi 43 Director
Bjorn Moller 44 Director
Paul Wogan 39 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 of 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
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.
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, H0egh 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.
Peter Antturi has been a director of the Manager since
December 2001. Mr Antturi is Vice President and Chief Financial
Officer of Teekay Shipping Corp. Mr Antturi joined Teekay in
1991, as Manager, Accounting and Controller, before becoming CFO
in 1997. Since 1985, Mr. Antturi has held a number of accounting
and finance roles in the shipping industry.
Bjorn Moller has been a director of the Manager since
April 2001. Mr. Moller is the President and CEO of Teekay
Shipping Corp. and has been with Teekay since 1985, serving as
Head of Group Chartering and Strategic Development before heading
up overall operations in 1997 with his promotion to Chief
Operating Officer. In 1998 Mr. Moller assumed the role of
President and Chief Executive Officer. Mr. Moller has a
multinational background in shipping and commodities and is a
graduate of the Copenhagen School of Business Economics.
Paul Wogan has been a director of the Manager since April
2001. Mr Wogan is the Managing Director of Teekay Shipping (UK).
Mr Wogan, the former Chief Executive Officer of Seachem Tankers,
joined Teekay in November 2000. Mr. Wogan spent 10 years with
Seachem, the world's fourth largest chemical tanker company,
serving as Vice President of Marketing before becoming CEO in
1997. Prior to joining Seachem, he was involved in chartering for
a major crude oil and product carrier fleet controlled by the
Ceres Hellenic Group (Livanos), the company that subsequently
founded Seachem. Mr. Wogan holds an MBA from Cranfield School of
Management.
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
per annum. Accordingly, from the inception of the Company through
December 31, 2001, the Directors of the Company have not been
paid by the Company any amount 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 June
7, 2002.
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 * <1%
Peter Bubenzer * <1%
Niels Erik Feilberg * <1%
Tharald Brovig * <1%
Hon. Sir David Gibbons * <1%
George C. Lodge * <1%
Axel Stove Lorentzen * <1%
Andreas Ove Ugland * <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, 2002:
Name No. of Shares % of Shares
---- ------------- -----------
Ugland Nordic Shipping ASA 1,150,221 11.85%
According to a Schedule 13G filed on behalf of Teekay
Shipping Corporation ("Teekay") on December 27, 2001, effective
May 28, 2001 Teekay acquired direct ownership of all of the
outstanding shares of Ugland Nordic Shipping ASA ("UNS"). As sole
shareholder of UNS, Teekay has indirect beneficial ownership of
the Company's common shares directly owned of record by UNS.
B. RELATED PARTY TRANSACTIONS
The Manager owns 1,150,221 (11.85%) 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
2001, a portion of these dividends was considered return of
capital for United States federal income tax purposes. In 2001,
the Company paid total dividends of $37,564,658 or $3.87 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, 2002:
AMEX AMEX OSE OSE
LOW HIGH LOW HIGH
For the year:
1998 $10.63 $16.50 NOK 95 NOK 129
1999 $ 9.63 $12.50 NOK 94 NOK 95
2000 $10.13 $23.44 NOK 90 NOK 212
2001 $13.00 $22.88 NOK 125 NOK 215
For the quarter ended:
March 31, 2000 $10.25 $12.75 NOK 90 NOK 100
June 30, 2000 $12.50 $17.00 NOK 95 NOK 130
September 30, 2000 $16.56 $22.63 NOK 140 NOK 212
December 31, 2000 $17.88 $23.25 NOK 170 NOK 210
March 31, 2001 $16.90 $22.25 NOK 155 NOK 215
June 30, 2001 $16.00 $22.89 NOK 172 NOK 180
September 30, 2001 $13.75 $19.52 NOK 140 NOK 190
December 31, 2001 $13.00 $17.10 NOK 125 NOK 170
March 31, 2002 $12.95 $13.86 NOK 127 NOK 140
For the months:
November, 2001 $13.00 $15.00 NOK 154 NOK 154
December, 2001 $13.01 $14.20 NOK 125 NOK 150
January, 2002 $13.86 $14.99 NOK 131 NOK 131
February, 2002 $12.95 $14.19 NOK 127 NOK 127
March, 2002 $13.35 $15.49 NOK 135 NOK 140
April, 2002 $13.82 $16.54 NOK 145 NOK 145
These bid quotations represent interdealer quotations,
without retail mark-ups, mark-downs or commissions, and do not
necessarily represent actual transactions.
On December 31, 2001, the closing price of the Shares as
quoted on the AMEX was $13.85, and as quoted on the OSE was NOK
131.00. 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."
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;
(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.
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 Amoco 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.
F. DIVIDENDS AND PAYING AGENTS
Not Applicable
G. STATEMENT BY EXPERTS
Not Applicable
H. DOCUMENTS ON DISPLAY
Not Applicable
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
The Company is exposed to market risk from changes in
interest rates related to the variable rate of the Company's
long-term borrowings (the "Loan").
The Company's borrowings under the Loan at December 31,
2001 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, 2001 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, 2001,
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 negative fair
value of $778,000 at December 31, 2001 determined by calculating
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 TO THE RIGHTS OF SECURITY
HOLDERS AND USE OF PROCEEDS
Not Applicable
PART III
ITEM 17. FINANCIAL STATEMENTS
NORDIC AMERICAN TANKER SHIPPING LIMITED
TABLE OF CONTENTS.
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Page
INDEPENDENT AUDITORS' REPORT F-1
FINANCIAL STATEMENTS
Balance Sheets F-2
Statements of Operations F-3
Statements of Cash Flows F-4
Statements of Shareholders' Equity F-5
Notes to Financial Statements F-6
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders' of
Nordic American Tanker Shipping Limited
Bermuda
We have audited the accompanying balance sheets of Nordic
American Tanker Shipping Limited as of December 31, 2001 and
2000, and the related statements of operations, shareholders'
equity, and cash flows for each of the three years in the period
ended December 31, 2001. 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, 2001 and 2000, and the results of its operations and
its cash flows for each of the three years in the period ended
December 31, 2001 in conformity with accounting principles
generally accepted in the United States of America.
Deloitte & Touche AS
Oslo, Norway
February 28, 2002
BALANCE SHEETS AT DECEMBER 31,
(all figures are in USD)
ASSETS
Current assets 2001 2000
----------- -----------
Cash and cash equivalents Note 1 630,868 1,922,925
Accounts receivable 170,180 10,228,286
Deferred finance costs Note 6 43,435 57,915
Prepaid insurance 70,000 58,333
----------- -----------
Total current assets 914,483 12,267,459
----------- -----------
Long-term assets
Vessels Note 4 141,744,005 148,575,045
----------- -----------
TOTAL ASSETS 142,658,488 160,842,504
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities 2001 2000
----------- -----------
Accrued interest Note 6 38,666 43,500
----------- -----------
Long-term liabilities
Derivative instrument Note 8 778,000 -
Long-term debt Note 6 30,000,000 30,000,000
----------- -----------
Shareholders' equity
Common stock Note 7 97,066 97,066
Additional paid-in capital Note 7 144,395,866 144,395,866
Accumulated deficit Note 7 (31,873,110) (13,693,928)
Accumulated other comprehensive loss Note 7,8 (778,000) -
----------- -----------
Total shareholders' equity 111,841,822 130,799,004
----------- -----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY 142,658,488 160,842,504
----------- -----------
The footnotes are an integral part of these financial statements
STATEMENTS OF OPERATIONS
(all figures in USD)
Year ended December 31,
---------- ---------------------------------------
Notes 2001 2000 1999
---------- ---------- ---------- ----------
Operating Revenue 1,3 28,359,568 36,577,262 14,782,500
Ship Broker Commissions (184,781) (185,288) (184,781)
Administrative Expenses 2,5 (353,739) (373,291) (411,504)
Depreciation 4 (6,831,040) (6,831,040) (6,831,039)
----------- ----------- -----------
Net Operating Income 20,990,008 29,187,643 7,355,176
---------- ---------- ----------
Interest Income 189,244 277,552 214,532
Interest Expense 6 (1,769,000) (1,770,808) (1,767,449)
Other Financial Charges (24,776) (25,423) (27,583)
----------- ----------- -----------
Net Financial Items (1,604,532) (1,518,679) (1,580,500)
----------- ----------- -----------
Net Profit before tax 19,385,476 27,668,964 5,774,676
---------- ---------- ----------
Tax Expense 0 0 0
---------- ---------- ----------
Net Profit for the Year 19,385,476 27,668,964 5,774,676
---------- ---------- ----------
Basic and Diluted
Earnings per Share 2.00 2.85 0.59
Weighted Average Number of
Shares Outstanding 9,706,606 9,706,606 9,706,606
The footnotes are an integral part of these financial statements
STATEMENTS OF CASH FLOWS
(all figures in USD)
Year Ended December 31,
-------------------------------------
2001 2000 1999
----------- ---------- ---------
Net Profit 19,385,476 27,668,964 5,774,676
Reconciliation of Net Profit to Net
Cash from Operating Activities
Depreciation 6,831,040 6,831,040 6,831,039
Amortization of prepaid finance
costs 14,480 14,480 14,480
Increase (decrease)
in assets and liabilities 10,041,605 (10,249,619) (629,332)
---------- ---------- ----------
Cash provided by Operating Activities 36,272,601 24,264,865 11,990,863
---------- ---------- ----------
Financing Activities
Additional Warrant Issue Cost - - (17,686)
Dividends paid 37,564,658) (24,848,957) (13,103,918)
----------- ------------ -----------
Cash used in Financing Activities (37,564,658) (24,848,957) (13,121,604)
----------- ------------ -----------
Net decrease in Cash
and Cash Equivalents (1,292,057) (584,092) (1,130,741)
----------- ------------ -----------
Beginning Cash and Cash Equivalents 1,922,925 2,507,017 3,637,758
---------- ---------- ----------
Ending Cash and Cash Equivalents 630,868 1,922,925 2,507,017
---------- ---------- ----------
Interest paid 1,773,834 1,804,641 1,767,449
---------- ---------- ----------
The footnotes are an integral part of these financial statements
STATEMENTS OF SHAREHOLDERS' EQUITY
(all figures in USD)
Number Common Additional- Accumulated Accumulated Total Total
of shares stock paid-in-capital deficit other Shareholders' comprehensive
comprehensive equity income
income (loss)
------------------ ---------- ------- ------------- ------------- -------------- -------------- -------------
Balance at 9,706,606 97,066 144,395,866 (9,167,007) 135,325,925
December 31, 1998
------------------ ---------- ------- ------------- ------------- -------------- --------------
Net profit 5,774,676 5,774,676 5,574,676
-------------
Total 5,574,676
comprehensive
income
-------------
Additional (17,686) (17,686)
costs,
repurchased
shares
Dividends paid (13,103,918) (13,103,918)
------------------ ---------- ------- ------------- ------------- -------------- --------------
Balance at 9,706,606 97,066 144,395,866 (16,513,935) 127,978,997
December 31, 1999
------------------ ---------- ------- ------------- ------------- -------------- --------------
Net profit 27,668,964 27,668,964 27,668,964
-------------
Total 27,668,964
comprehensive
income
-------------
Dividends paid (24,848,957) (24,848,957)
------------------ ---------- ------- ------------- ------------- -------------- --------------
Balance at 9,706,606 97,066 144,395,866 (13,693,928) 130,799,004
December 31,2000
------------------ ---------- ------- ------------- ------------- -------------- --------------
Net profit 19,385,476 19,385,476 19,385,476
Other
comprehensive
income:
Cumulative
effect of change
in accounting
for derivative
instruments 618,094 618,094 618,094
Unrealized loss
on derivative
instruments (1,656,146) (1,656,146) (1,656,146)
Adjustment for
losses on
derivatives
reclassified to
earnings 260,052 260,052 260,052
-------------
Total 18,607,476
comprehensive
income
-------------
Dividends paid (37,564,658) (37,564,658)
------------------ ---------- ------- ------------- ------------- -------------- --------------
Balance at 9,706,606 97,066 144,395,866 (31,873,110) (778,000) 111,841,822
December 31, 2001
------------------ ---------- ------- ------------- ------------- -------------- --------------
The footnotes are an integral part of these financial statements
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 favor.
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, 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.
Derivatives: In June 1998, the Financial Accounting
Standards Board (FASB) issued Statement of Financial
Accounting Standard (SFAS) 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. The Company
implemented SFAS 133 on January 1, 2001. The cumulative
effect of adopting SFAS 133 was to recognize other
comprehensive income of $618,094. See note 8.
Taxes: The company is incorporated in Bermuda. Under
current Bermuda law the Company is not subject to
corporate income taxes.
New Accounting Pronouncements: In October 2001, the FASB
issued SFAS 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets". The objectives of SFAS
144 are to address significant issues relating to the
implementation of SFAS 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed Of", and to develop a single accounting
model based on the framework established in SFAS 121 for
long-lived assets to be disposed of by sale. SFAS 144
requires that long-lived assets that are to be disposed
of by sale be measured at the lower of book value or fair
value less costs to sell. Additionally, the standard
expands the scope of discontinued operations to include
all components of an entity with operations that can be
distinguished from the rest of the entity and will be
eliminated from the ongoing operations of the entity in a
disposal transaction. The adoption of SFAS 144 by the
Company on January 1, 2002 did not have any impact on the
Company's financial position or results of operations.
2. RELATED PARTY TRANSACTIONS
The Company has entered into a management agreement with
Ugland Nordic Shipping AS (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 Commercial Manager of the Company, and
owns as of December 31, 2001 11.9% of the shares.
Management fees expense was $250,000 for 2001, 2000 and
1999.
3. OPERATING REVENUE
The table below illustrates the breakdown of the charter
hire for the years ended December 31, 2001, 2000 and
1999:
2001 2000 1999
-------------------------------------------
Base Hire 14,782,500 14,823,000 14,782,500
Additional Hire 13,577,068 21,754,262 0
-------------------------------------------
Total 28,359,568 36,577,262 14,782,500
-------------------------------------------
4. VESSELS
The long-term assets at December 31 consist of three
Suezmax oil tankers built in 1997.
2001 2000
--------------- ---------------
--------------- ---------------
Acquisition cost 170,775,970 170,775,970
Accumulated depreciation 29,031,965 22,200,925
--------------- ---------------
--------------- ---------------
Net book value 141,744,005 148,575,045
--------------- ---------------
Depreciation is calculated on a straight-line basis over
the estimated lifetime of 25 years.
5. ADMINISTRATIVE EXPENSES
2001 2000 1999
-------- -------- --------
Management fee, Ugland
Nordic Shipping AS 250,000 250,000 250,000
Directors and officers
insurance 72,333 82,500 97,500
Other fees and expenses 31,406 40,791 64,004
------------------------------------
Total administrative
expenses 353,739 373,291 411,504
------------------------------------
6. LONG-TERM DEBT
In 1998, the Company entered into a loan agreement for
$30 million with Den norske Bank ASA, 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 2.5% at December 31, 2001.
Accrued interest at December 31, 2001 and 2000 was
$38,666 and $43,500. 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 contracts or
change in existing contracts, minimum value adjusted
equity and minimum liquidity.
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 3 years. The swap
agreement terminates on the final repayment date of the
Loan, i.e. the 4th quarter of year 2004.
Estimated carrying amounts and fair values of long-term
debt are as follows
December 31, 2001 December 31, 2000
Carrying amount Fair value Carrying amount Fair value
---------------------------------------------------------------
Long-term debt 30,000,000 30,000,000 30,000,000 30,000,000
Deferred 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. SHAREHOLDERS' EQUITY
Par value of the common shares is $.01. At December 31, 2001 and
2000 the number of shares authorized, issued and outstanding was
9,706,606.
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.
8. DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT
The Company is exposed to interest rate risk from its variable
rate loan of $ 30 million. The Company's risk management
objective has been to lock in the interest payments on the loan.
The Company has entered into an interest rate swap where the
Company pays a fixed interest and receives a variable interest
and has designated this swap as a cash flow hedge of the interest
payments on the loan.
Gains or losses on the interest rate swap designated as a cash
flow hedge will be deferred to accumulated other comprehensive
income and will be reclassified to earnings when the hedged
interest payments are recognized. No ineffectiveness has been
recognized in earnings during 2001 since the critical terms of
the interest rate swap and the hedged loan are the same. As of
December 31, 2001 a loss of $848,500 after tax is expected to be
reclassified from accumulated other comprehensive income to
earnings during the next twelve months. The maximum length of
time that the Company has hedged its exposure to variability in
future interest payments is approximately 36 months as of
December 31, 2001.
The fair value of the swap of $ -778,000 is recorded as a
liability as of December 31, 2001. The fair value and carrying
amount of the swap was $ 618,094 and 0, respectively, at December
31, 2000.
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.
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.
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 28, 2002
01318.0002#329229