INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached as Exhibit 1 is management’s discussion and analysis of financial condition and results of operations and the condensed financial statements
of Nordic American Tankers Limited, or the Company, as of and for the six months ended June 30, 2021.
This Report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No.
333-228603), filed with the U.S. Securities and Exchange Commission with an effective date of February 20, 2019.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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NORDIC AMERICAN TANKERS LIMITED
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(registrant)
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Dated: October 1, 2021
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By:
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/S/ HERBJØRN HANSSON
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Herbjørn Hansson
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Chairman, Chief Executive Officer and President
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EXHIBIT 1
NORDIC AMERICAN TANKERS LIMITED (NYSE:NAT)
As used herein, “we,” “us,” “our” and “the Company” all refer to Nordic American Tankers Limited, together with its subsidiaries. This management’s discussion and
analysis of financial condition and results of operations should be read together with the discussion included in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2020, filed with the Securities and Exchange
Commission on April 29, 2021.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2021
GENERAL
Nordic American Tankers Limited (“NAT”) was formed on June 12, 1995 under the laws of the Islands of Bermuda. The Company’s shares trade under the symbol “NAT” on the New
York Stock Exchange.
The Company was formed for the purpose of acquiring and chartering out double-hull tankers. The Company is an international tanker company that currently has a fleet of
25 Suezmax tankers (including 2 newbuildings). The Company in 2020 ordered two newbuildings for delivery in 2022 from Samsung shipyard in South Korea. The active fleet of 23 vessels that the Company operated per June 30, 2021, are considered
homogeneous and interchangeable as they have approximately the same freight capacity and ability to transport the same type of cargo. The vessels are predominantly employed in the spot market, together with one vessel currently on a longer term
time charter agreement expiring in late 2021 or later.
Our Fleet
|
Vessel
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Yard
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Built
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Nordic Sirius
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Universal
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2000
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Nordic Moon
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Samsung
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2002
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Nordic Grace
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Hyundai
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2002
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Nordic Mistral
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Hyundai
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2002
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Nordic Passat
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Hyundai
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2002
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Nordic Apollo
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Samsung
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2003
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Nordic Cosmos
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Samsung
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2003
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Nordic Pollux
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Universal
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2003
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Nordic Luna
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Universal
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2004
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Nordic Castor
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Universal
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2004
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Nordic Freedom
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Daewoo
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2005
|
|
Nordic Sprinter
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Hyundai
|
2005
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|
Nordic Skier
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Hyundai
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2005
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Nordic Vega
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Bohai
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2010
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Nordic Light
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Samsung
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2010
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Nordic Cross
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Samsung
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2010
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Nordic Breeze
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Samsung
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2011
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Nordic Zenith
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Samsung
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2011
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Nordic Star
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Sungdong
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2016
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Nordic Space
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Sungdong
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2017
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Nordic Aquarius
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Samsung
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2018
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Nordic Cygnus
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Samsung
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2018
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Nordic Tellus
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Samsung
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2018
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Newbuilding (1)
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Samsung
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2022
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|
Newbuilding (1)
|
Samsung
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2022
|
|
(1) |
Vessel under construction per June 30, 2021, with expected delivery in 2022.
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Recent Developments
On July 28, 2021, we announced plans to sell at least two vessels built in 2000 and 2002. In light of attractive second-hand prices for Suezmax
tankers, we have considered the sale of certain vintage tonnage. An agreement has been made to sell one of the vessels. However, the transaction has not been consummated as of the date of this report.
On August 30, 2021, we declared a dividend of $0.01 cent per share in respect of the results for the second quarter of 2021, which is payable on October 14, 2021.
As of September 10, 2021, we have paid the second installments totaling $11.0 million for the two newbuildings to be delivered in 2022, and the remaining commitments to
the shipyard are fully financed. We refer to further information below in the section Our Borrowing Activities.
On September 29, 2021, we entered into a new equity distribution agreement with B. Riley Securities, Inc, acting as sales agent, under which we may, from time to time,
offer and sell our common stock through an At-the-Market Offering (the “$60 million 2021 ATM”) program having an aggregate offering price of up to $60,000,000.
The Tanker Market – First Six Months of 2021
The tanker market rates for the first six months ended June 30, 2021, as reported on the Clarksons Average Suezmax Earnings were $7,166 per day, which is a decrease
of 86.0% compared to the same period in 2020 that produced an average of $51,138 per day. The average for the first six months in 2019 was $18,408 per day.
For the six months ended June 30, 2021, the global conventional Suezmax fleet consisted of 550 vessels according to Clarksons Research. The Suezmax orderbook stood at
37 Suezmax vessels, which represents 6.7% of the world conventional Suezmax fleet. This is a historic low orderbook and encouraging for the market balance going forward.
OPERATING AND FINANCIAL REVIEW
Results of operations
Our fleet currently consists of 25 vessels, including 2 newbuildings, Suezmax crude oil tankers. The contracts for the two Suezmax newbuildings with Samsung shipyard in
South Korea, scheduled for delivery in the first half of 2022, were announced by us in September 2020. The majority of our vessels are employed in the spot market, together with one vessel currently on a longer term time charter agreement
expiring in late 2021 or later. The vessels are considered homogenous and interchangeable as they have approximately the same freight capacity and ability to transport the same type of cargo.
SIX MONTHS ENDED JUNE 30, 2021 COMPARED TO SIX MONTHS ENDED JUNE 30, 2020 (UNAUDITED)
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Six months ended June 30,
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All figures in USD ‘000
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2021
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|
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2020
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Variance
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Voyage Revenue
|
|
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100,393
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|
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254,733
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|
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-60.59
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%
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Voyage Expenses
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|
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(64,835
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)
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(74,782
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)
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-13.30
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%
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Vessel Operating Expenses
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(34,053
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)
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(32,698
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)
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4.14
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%
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General and Administrative Expenses
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(7,168
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)
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(8,620
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)
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-16.84
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%
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Depreciation Expense
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|
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(34,479
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)
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(33,352
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)
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3.38
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%
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Net Operating Income (Loss)
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|
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(40,142
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)
|
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105,281
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|
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N/A
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Interest Income
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|
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-
|
|
|
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150
|
|
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-100.00
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%
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Interest Expense
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|
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(13,321
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)
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|
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(16,792
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)
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-20.67
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%
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Other Financial Income (Expense)
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(255
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)
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77
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N/A
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Net Income (Loss)
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(53,718
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)
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88,716
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N/A
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The following table reconciles our net voyage revenues to voyage revenues and the corresponding number of revenue (TCE) days.
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All figures in USD ‘000 except TCE rate
per day
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Six months ended June 30,
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|
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Variance
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2021
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|
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2020
|
|
Voyage Revenue
|
|
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100,393
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|
|
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254,733
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|
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(60.59
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)%
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Less Voyage Expenses
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|
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(64,835
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)
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(74,782
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)
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(13.30
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)%
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Net Voyage Revenue (1)
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|
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35,558
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179,951
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(80.24
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)%
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Vessel Calendar Days (2)
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|
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4,163
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4,186
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(0.55
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)%
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Less Off-hire Days (3)
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(109
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)
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(257
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)
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(57.59
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)%
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Total TCE days
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|
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4,054
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|
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3,929
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|
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3.18
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%
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TCE Rate per day (1)
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|
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8,771
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|
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45,800
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|
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(80.85
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)%
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(1)
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Management believes that net voyage revenue, a non-GAAP financial measure, provides additional meaningful information because it enables us to compare the
profitability of our vessels which are employed under bareboat charters, spot related time charters and spot charters. Net voyage revenues divided by the Total TCE days provides the Time Charter Equivalent (TCE) Rate per day. Net
voyage revenues and TCE rates are widely used by investors and analysts in the tanker shipping industry for comparing the financial performance of companies and for preparing industry averages. We believe that our method of
calculating net voyage revenue is consistent with industry standards.
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(2)
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Vessel Calendar Days is the total number of days the vessels were in our fleet.
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(3)
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Scheduled off-hire is 21 days out of the total 109 days for the six months ended June 30, 2021 and 223 days out of the total 257 days for the six months ended
June 30, 2020.
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Voyage revenues in the six months ended June 30, 2021, decreased by $154.3 million to $100.4 million, or 60.59%, compared to $254.7 million in the same period ended June
30, 2020, mainly as a result of a decrease in the Suezmax tanker rates achieved in the market (for further information see the section above entitled “The Tanker Market – First Six Months of 2021”). Our TCE rate per day for the first six months
of 2021 came in at $8,770 compared to $45,800 in the same period ended June 30, 2020, which is a decrease of 80.85%.
Voyage expenses in the six months ended June 30, 2021, decreased by $10.0 million to $64.8 million, or 13.30%, compared to $74.8 million in the same period ended June 30,
2020, mainly as a result of a decrease in incurred commission of $4.4 million and a decrease in bunker expenditure of $5.4 million.
Operating Expenses in the six months ended June 30, 2021, increased by $1.4 million to $34.1 million, or 4.14%, compared to $32.7 million in the same period ended June
30, 2020. In cooperation with our technical managers we maintain our focus on keeping the fleet in top technical condition whilst keeping costs low.
General and administrative expenses in the six months ended June 30, 2021, decreased by $1.4 million to $7.2 million, or 16.84%, compared to $8.6 million in the same
period ended June 30, 2020, mainly as a result of decreased staff cost.
Depreciation expenses in the six months ended June 30, 2021, increased by $1.0 million to $34.5 million, or 3.38%, compared to $33.5 million in the same period ended June
30, 2020, mainly as a result of increased depreciation expense related to capitalized periodical maintenance cost.
Interest expense in the six months ended June 30, 2021, decreased by $3.5 million to $13.3 million, or 20.67%, compared to $16.8 million in the same period ended June 30,
2020, mainly as a result of reduced interest bearing debt due to repayments occurring from June 30, 2020 to June 30, 2021.
Other Financial Income (Expense) in the six months ended June 30, 2021, was a $(0.3) million loss, compared to a $0.1 million income in the same period ended June 30,
2020.
Cash flows provided by / (used in) operating activities in the six months ended June 30, 2021, decreased to $(20.9) million, from $118.2
million provided by operating activities for the same period ended June 30, 2020. The change in cash flows provided by / (used in) operating activities is primarily due to decrease in market rates achieved in the first half of 2021 compared to
2020.
Cash flows used in investing activities increased to $(2.2) million for the six months ended June 30, 2021, from $(1.2) million for the six months ended June 30, 2020.
The increase of cash flows used in investing activities is primarily due to an increase in investment in vessels under construction and other fixed assets, offset by a decrease in expenditure for upgrading items for the vessels.
Cash flows provided by / (used in) financing activities increased to $3.6 million for the six months ended June 30, 2021, from $(47.3) million used in financing
activities for the six months ended June 30, 2020. The increase of cash flows provided by / (used in) financing activities in the period ended June 30, 2021, is primarily due to an increase of $8.5 million in proceeds from issuance of common
stock, a reduction of $18.7 million in repayments of the 2019 Senior Secured Credit Facility and a reduction of $25.1 million in dividends distributed in comparison to the applicable amounts for the six months ended June 30, 2020.
Liquidity and Capital Resources
We operate in a cyclical and capital intensive industry. Our fleet of Suezmax tankers are financed through a combination of earnings generated from operations, raising
equity and borrowings.
Our main liquidity requirements are related to voyage cost and operating cost for our vessels, repayments of loans and related interest charges, general and
administration cost, capital expenditure for our vessels including installments related to our newbuildings, and working capital needs.
In September 2020, we announced that we had entered into two Suezmax newbuilding contracts with Samsung shipyard in South Korea for scheduled deliveries in the first half
of 2022. We refer to further information below for disclosure of Contractual Obligations.
On a regular basis, we perform cash flow projections to evaluate whether we will be in a position to cover our liquidity needs for the next 12-month period and the
compliance with financial and security ratios under our existing and future financing agreements. In developing estimates of future cash flows, we make assumptions about the vessels’ future performance, market rates, operating expenses, capital
expenditure, fleet utilization, general and administrative expenses, loan repayments and interest charges. The assumptions applied are based on historical experience and future expectations.
We monitor compliance with our financial covenants on a regular basis and as at June 30, 2021, and as of the date of this report, we were in compliance with the financial
covenants in our debt facilities.
As of the date of this report, we have to a large extent utilized the available balance under the existing $60 million ATM launched on October 16,
2020. The Covid-19 pandemic has been prolonged and affected the Suezmax tanker market to a larger extent than we expected. We prepare cash flow projections for different scenarios and a key input factor to the cash flow projections is the
estimated market rates. We have applied an average of several broker estimates in combination with our own estimates for the coming 12-months period. In a scenario with continued Suezmax tanker freight rates below our cash break-even level, we
have identified a potential cash shortfall. On September 29, 2021, we launched a new At-the-Market share offering of $60 million. Our current F-3 registration statement expires in February 2022 and a new registration statement will be filed
prior to the expiry date. We believe that our current cash, cash equivalents and restricted cash and cash flows from operations, combined with the availability of the new $60 million 2021 ATM launched on September 29, 2021, are sufficient to
meet our working capital needs and other liquidity requirements for the next 12 months from the date of this report. We also do have additional options that we could consider, if necessary, such as disposal of assets and new financings.
Cash, restricted cash and cash equivalents are predominantly held in U.S. Dollars. Cash, cash equivalents and restricted cash was in total $42.6 million and $62.0 million
as of June 30, 2021 and December 31, 2020, respectively. Restricted cash was $8.3 million and $4.2 million as of June 30, 2021 and December 31, 2020, respectively. The restricted cash deposit is nominated and available for use for drydocking and
other capex commitments related to the vessels used as collateral under the 2019 Senior Secured Credit Facility.
Our Borrowing Activities
On February 12, 2019, we entered into the $306 million 2019 Senior Secured Credit Facility using twenty of our vessels built from year 2000 to 2017 as collateral. On
December 16, 2020, we entered into a loan agreement for $30.0 million that is considered an accordion loan under the 2019 Senior Secured Credit Facility loan agreement.
The three 2018-built Vessels are financed through Ocean Yield ASA.
In September 2020, we announced that we had entered into two Suezmax newbuilding contracts with Samsung shipyard in South Korea for scheduled deliveries in the first half
of 2022 to expand and renew our fleet. In December 2020, we entered into financing agreements with Ocean Yield ASA for the financing of up to 80% of the newbuilding price for the two newbuildings at similar terms as for the 2018-built Vessels. We
have not utilized any portion of this financing arrangement as of June 30, 2021.
2019 Senior Secured Credit Facility and $30 million Accordion Loan
On February 12, 2019 we entered into a five-year senior secured credit facility for $306.1 million (the “2019 Senior Secured Credit Facility”). Borrowings under the 2019
Senior Secured Credit Facility are secured by first priority mortgages over our vessels (excluding the three vessels delivered in 2018, see described below) and assignments of earnings and insurance. The loan is amortizing with a twenty-year
maturity profile, carries a floating LIBOR interest rate plus a margin and matures in February 2024. Further, the agreement contains a discretionary excess cash mechanism for the lender that equals 50% of the net earnings from the collateral
vessels, less capex provision and fixed loan amortization. The agreement contains covenants that require a minimum liquidity of $30.0 million and a loan-to-vessel value ratio of maximum 70%.
On December 16, 2020, we entered into a new loan agreement for the borrowing of $30.0 million (the “$30 million Accordion Loan”). The loan is considered an accordion loan
to the 2019 Senior Secured Credit Facility loan agreement and has the same amortization profile, carries a floating LIBOR interest rate plus a margin and matures in February 2024. The security of the loan is attached to the security of the 2019
Senior Secured Credit Facility and has equal priority, same financial covenants and same excess cash flow mechanism as the 2019 Senior Secured Credit Facility.
As of December 31, 2020, we had $253.9 million drawn under our 2019 Senior Secured Credit Facility. We have repaid a total of $8.4 million of the facilities in the six
months ended June 30, 2021 and the outstanding balance of the facility was $245.5 million as of June 30, 2021. We have presented $14.4 million, net of deferred financing costs of $2.4 million, under Current Portion of Long-Term Debt. Earnings
generated in the second quarter of 2021 did not result in any additional payment related to the excess cash flow mechanism.
Subsequent to June 30, 2021, we have repaid in total $4.2 million and the outstanding balance as of the date of this report is $241.3 million.
Financing of the 2018-built vessels
The three 2018-built vessels were delivered to us in July, August and October 2018, respectively. Under the terms of the financing agreement, the lender has provided
financing of 77.5% of the purchase price for each of the three 2018-built vessels. Upon delivery of each of the vessels, we entered into ten-year bareboat charter agreements. We have obligations to purchase the vessels for a consideration of
$13.6 million for each vessel upon the completion of the ten-year bareboat charter agreements, and also have the option to purchase the vessels after sixty and eighty-four months. The financing agreements for the three vessels have a total
effective interest rate ranging from 4.86% to 5.06% including a floating LIBOR element that is subject to annual adjustment. The financing agreement contains certain financial covenants requiring us to on a consolidated basis to maintain a
minimum value adjusted equity of $175.0 million and ratio of 25%, minimum liquidity of $20.0 million; and a minimum vessel value to outstanding lease clause.
The outstanding amount under this financing arrangement was $108.3 million and $112.2 million as of June 30, 2021 and December 31, 2020, respectively, where $7.9 million
and $7.7 million, net of deferred financing costs, have been presented as Current Portion of Long-Term Debt, respectively.
Equity
On October 16, 2020, we entered into a new equity distribution agreement with B. Riley Securities, Inc., acting as a sales agent, under which we may, from time to time,
offer and sell shares of our common stock through an At-the-Market offering (“the $60 million ATM”) program having an aggregate offering price of up to $60,000,000. As of December 31, 2020, we had not raised any proceeds, under the $60 million
ATM. As of June 30, 2021, we have raised gross and net proceeds (after deducting sales commissions and other fees and expenses) of $23.9 million and $23.2 million, respectively, by issuing and selling 7,018,855 common shares. Subsequent to June
30, 2021, we have raised $32.3 million and $31.5 million in gross and net proceeds, respectively by issuing 13,499,446 common shares.
On September 29, 2021, we entered into a new equity distribution agreement with B. Riley Securities, Inc, acting as sales agent, under which we may, from time to time,
offer and sell our common stock through an At-the-Market Offering (“the $60 million 2021 ATM”) program having an aggregate offering price of up to $60,000,000. No proceeds have been raised under the $60 million 2021 ATM as of the date of this
report.
Contractual Obligations
Our contractual obligations as of June 30, 2021, consist of our obligations as borrower under our 2019 Senior Secured Credit Facility including our $30 million Accordion
Loan and our obligations under the financing agreements for three 2018-built vessels, our obligations under the newbuilding contracts for vessels to be delivered in 2022 and our future obligations related to operating lease liabilities.
The following table sets out our long-term contractual obligations outstanding as of June 30, 2021 (all figures in thousands of USD).
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|
Total
|
|
|
|
2021
|
*
|
|
|
2022 -
2023
|
|
|
|
2024 -
2025
|
|
|
Thereafter
|
|
|
2019 Senior Secured Credit Facility (1)
|
|
|
245,499
|
|
|
|
8,403
|
|
|
|
33,610
|
|
|
|
203,486
|
|
|
|
-
|
|
|
Interest Payments (2)
|
|
|
47,046
|
|
|
|
9,595
|
|
|
|
34,802
|
|
|
|
2,649
|
|
|
|
-
|
|
|
Financing of 2018 - built Vessels (3)
|
|
|
108,335
|
|
|
|
4,058
|
|
|
|
17,038
|
|
|
|
18,672
|
|
|
|
68,567
|
|
|
Interest Payments 2018 – built Vessels (4)
|
|
|
27,300
|
|
|
|
2,660
|
|
|
|
9,532
|
|
|
|
7,780
|
|
|
|
7,328
|
|
|
Operating Lease Liabilities (5)
|
|
|
1,422
|
|
|
|
260
|
|
|
|
660
|
|
|
|
331
|
|
|
|
171
|
|
|
Newbuildings (6)
|
|
|
99,000
|
|
|
|
16,500
|
|
|
|
82,500
|
|
|
|
-
|
|
|
|
-
|
|
|
Total
|
|
|
528,602
|
|
|
|
41,476
|
|
|
|
178,142
|
|
|
|
232,918
|
|
|
|
76,066
|
|
Notes:
|
(1)
|
Refers to our obligation to repay outstanding indebtedness under the 2019 Senior Secured Credit Facility including the Accordion Loan as
of June 30, 2021. The facilities contain a discretionary excess cash amortization mechanism for the lender that equals 50% of the net earnings from the collateral vessels, less capex provision and fixed amortization.
|
|
(2)
|
Refers to estimated interest payments over the term of outstanding indebtedness of the 2019 Senior Secured Credit Facility including the
Accordion Loan as of June 30, 2021. Estimate is based on applicable interest rate, agreed amortization and amount outstanding as of June 30, 2021.
|
|
(3)
|
Refers to obligation to repay indebtedness outstanding as of June 30, 2021 for three 2018-built vessels.
|
|
(4)
|
Refers to estimated interest payments over the term of the indebtedness outstanding as of June 30, 2021 for the financing of the three
2018-built vessels. Estimate based on applicable interest as of June 30, 2021.
|
|
(5)
|
Refers to the future obligation as of June 30, 2021, to pay for operating lease liabilities at nominal values.
|
|
(6)
|
Refers to the remaining obligations as of June 30, 2021, for our order of two Suezmax newbuildings for delivery in 2022 from Samsung
Shipyard in South Korea.
|
* * * *
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Matters discussed in this report may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for
forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and
underlying assumptions and other statements, which are other than statements of historical facts.
The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in
connection with this safe harbor legislation. The words “believe,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “plan,” “potential,” “may,” “should,” “expect,” “pending” and similar expressions identify forward-looking statements.
The forward-looking statements in this report are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without
limitation, our management’s examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions
are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections. We
undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world
economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand in the tanker market, as a result of changes in OPEC’s petroleum production levels and worldwide oil consumption and
storage, changes in our operating expenses, including bunker prices, drydocking and insurance costs, the market for our vessels, availability of financing and refinancing, changes in governmental rules and regulations or actions taken by
regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to piracy, accidents or political events, vessels breakdowns and
instances of off-hire, failure on the part of a seller to complete a sale to us and other important factors described from time to time in the reports filed by the Company with the Securities and Exchange Commission.
Contact:
Bjørn Giæver, CFO
Nordic American Tankers Limited
Tel: +1 888 755 8391 or +47 91 35 00 91
Herbjørn Hansson, Chairman & CEO
Nordic American Tankers Limited
Tel: +1 866 805 9504 or +47 90 14 62 91
Web-site: www.nat.bm
