UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES
EXCHANGE ACT OF 1934
For the
month of February 2010
Commission
File Number: 001-162171
|
NORDIC
AMERICAN TANKER SHIPPING LIMITED
|
|
(Translation
of registrant's name into English)
|
|
LOM
Building, 27 Reid Street, Hamilton, HM 11, Bermuda
|
|
(Address
of principal executive office)
|
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
Form 20-F
[x] Form 40-F
[ ]
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): [ ].
Note:
Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K
if submitted solely to provide an attached annual report to security
holders.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): [ ].
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K
if submitted to furnish a report or other document that the registrant foreign
private issuer must furnish and make public under the laws of the jurisdiction
in which the registrant is incorporated, domiciled or legally organized (the
registrant's "home country"), or under the rules of the home country exchange on
which the registrant's securities are traded, as long as the report or other
document is not a press release, is not required to be and has not been
distributed to the registrant's security holders, and, if discussing a material
event, has already been the subject of a Form 6-K submission or other Commission
filing on EDGAR.
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
Attached
as Exhibit 1 is a press release of Nordic American Tanker Shipping
Limited, dated February 12, 2010, announcing its dividend and results for the
fourth quarter of 2009.
This
Report on Form 6-K except for the section entitled "Strategy going forward" is
hereby incorporated by reference into the Company's Registration Statement on
Form F-3 ASR (Registration No. 333-162171) filed on September 28, 2009 and Form
F-3ASR (Registration No. 333-158212) filed on March 26, 2009.
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.
NORDIC
AMERICAN TANKER SHIPPING LIMITED
(registrant)
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Dated: February
17, 2010
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By: /s/
Herbjørn Hansson
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Herbjørn
Hansson
Chairman,
Chief Executive Officer and President
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Exhibit
1
Report
for the 4th
Quarter 2009. Announces Dividend for the 50th
Consecutive Quarter. No Change to Dividend Policy. The fleet has expanded to 18
units. Further vessel acquisitions under planning.
Hamilton,
Bermuda, February 12, 2010
On or
about March 5th NAT
will pay a dividend for the 50th
consecutive quarter since the first three vessels were delivered to the Company
in the autumn of 1997 when the Company commenced operations. Including the
dividend for 4Q09 the total dividend payment amounts to $40.14 per share.
Following a strengthening of the spot market the dividend for 4Q09 was $0.25 per
share compared to $0.10 for 3Q09.
Some
salient points of this report are as follows:
|
●
|
The
level of the spot tanker market was higher during 4Q09 than during 3Q09.
The spot tanker market for the 1Q10 has started on a positive note
compared with 4Q09. There are indications that the world economy has
bottomed out which is positive for the tanker
business.
|
|
●
|
Earnings
per share in 4Q09 was -$0.10 as against -$0.28 in 3Q09. Dividend per share
was $0.25 in 4Q09 compared to $0.10 during
3Q09.
|
|
●
|
On
October 5th
2009, the Company announced that it had agreed to acquire a 2002-built
double hull suezmax tanker which was delivered to the Company November
17th
2009.
|
|
●
|
On
November 8th
the Company announced that it had agreed to acquire an additional double
hull suezmax tanker which we expect will be delivered to the Company by
the end of February 2010.
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|
●
|
On
January 22nd
2010 we priced a follow-on offering which is expected to enable the
Company to increase its fleet and the dividend capacity. The proceeds to
the Company from the follow-on offering was $137m before cash offering
costs.
|
|
●
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The
Company has no net debt
|
Operating
its fleet in the spot market, except for one vessel, the Company is in a
position to reap the benefits of a potential upswing in the tanker
market.
During
2009, NAT agreed to acquire four vessels. Three of those vessels have been
delivered to the Company and the fourth vessel is scheduled to be delivered by
the end of February 2010. The acquisitions are accretive, and are also
increasing the dividend potential of the Company. The acquisitions have improved
our position relative to competitors who, in our view, have had a tough time in
coping with the consequences of the international financial crisis.
We have
two newbuildings coming in 2010, bringing the trading fleet to 18
vessels.
As in the
past, in order to create value for shareholders, the fleet must grow faster than
the share count over time. As an example, the follow-on offering which was
closed January 27, 2010 increased the Company's share count by about 10%. This
will enable the Company to increase its fleet by about 22%, assuming an increase
from 18 to 22 vessels. This is an example of accretion while recognizing that
the net debt is expected to be slightly higher after such prospective
acquisitions.
Typically,
our dividend follows the level of the spot suezmax tanker freight
market. That is why our dividend was higher in 4Q09 than in
3Q09. Generally, when spot rates in the suezmax freight market
increase, our dividend can be expected to increase. Therefore, the Company has
the full upside associated with a market improvement. Going forward, we expect
that spot suezmax freight rates may fluctuate in an unpredictable
manner.
The
present instability in the financial markets is posing serious issues for
debt-laden shipping companies. Some of them have suspended dividends or changed
their dividend policy and they have had to negotiate new terms with the
banks. NAT is staying its course in this environment - having no net
debt. We go forward with a view to preserving what we consider the strong
financial situation of the Company - both in absolute and relative terms – as we
believe that is in the best interests of our shareholders.
Our
primary objective is to maximize total return1 to our shareholders, including maximizing our
quarterly cash dividend.
The
Company does not engage in any type of derivatives.
After
adjusting for non-recurring charges in 4Q09, net income from continuing
operations was -$0.06 per share. The spot tanker market for suezmax vessels in
2010 has started out well above the level we saw in 4Q09.
In 4Q09
total off-hire (time out of service) for the Company's fleet was about 64 days
of which planned off-hire was about 40 days. In 2010 one vessel is scheduled for
dry-docking which we expect will take place in the first quarter.
Financial
Information:
The Board
has declared a dividend of $0.25 per share to shareholders on record as of
February 23, 2010 for 4Q09. A dividend of $0.10 per share was declared for 3Q09.
The amount of dividends per share is above all a reflection of the level of the
spot tanker market during the relevant quarter and the number of shares
outstanding. The number of shares outstanding for the fourth quarter of 2009 was
42,204,904. After the follow-on offering in January this year the
number of outstanding shares is 46,898,782.
Net
income for 4Q09 was -$4.3m, or -$0.10 per share (EPS), compared to net income of
-$11.8 million or -$0.28 per share for 3Q09. One-time charges in 4Q09 are $1.7m
or $0.04 per share. Therefore, income from ongoing operations was -$0.06 per
share.
Reflecting
a stronger spot market in the quarter, the Company's operating cash flow2 was $10.5m for 4Q09, compared to $3.8 million
for 3Q09.
The
follow-on offering of 4.6 million shares which was priced January 22nd and
closed January 27th
produced proceeds of $137 million before cash offering costs. This offering will
enable the Company to acquire more vessels without going to the equity
market.
We
consider our general and administrative costs per day per ship to be at a low
level. We also continue to concentrate on keeping our vessel operating costs
low, while always maintaining our commitment to safe vessel
operations.
We
estimate that our average cash breakeven level for our fleet is below $10,000
per day per vessel. When the freight market is above this level, the Company can
be expected to pay a dividend. The breakeven rate is the amount of average daily
revenues our vessels would need to earn in the spot market in order to cover our
vessel operating expenses, voyage expenses, if any, cash general and
administrative expenses, interest expense and other financial
charges.
At the
time of this report, the Company has no net debt and has an undrawn revolving
credit facility of $500 million. The credit facility, which matures in September
2013, is not subject to reduction by the lenders and there is no obligation to
repay principal during the term of the facility. The Company pays interest only
on drawn amounts and a commitment fee for undrawn amounts.
For
further details on our financial position and for other periods such as 4Q08 and
for the twelve months ended December 31, 2009 and December 31, 2008, please see
later in this release.
The
Fleet:
With the
delivery of the Nordic Mistral in November 2009 and the vessel expected to be
delivered to us by the end of February 2010 the Company will have 16 trading
vessels.
By way of
comparison, in the autumn of 2004 the Company had three vessels; at the end of
2005 the Company had eight vessels; and at the end of 2006 the Company had 12
vessels. During 2Q09, we had 13 vessels in operation. With the two newbuildings
announced in November 2007 and the most recent acquisitions, the Company is
expected to have a fleet of 18 vessels later in 2010, assuming no further
acquisitions in the meantime. Please see fleet list below. We expect that
further vessels will be added to our fleet in the foreseeable
future.
1 Total
Return is defined as stock price plus dividends, assuming dividends
are reinvested in the stock
2 Operating
cash flow is a non-GAAP number. Please see later in this announcement
for a reconciliation of operating cash flow to income from vessel
operations.
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Vessel
|
Dwt
|
Employment
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Gulf
Scandic
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151,475
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Fixed
charter until November 2010
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|
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Nordic
Hawk
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151,475
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Spot
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|
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Nordic
Hunter
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151,400
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Spot
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Nordic
Voyager
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149,591
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Spot
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Nordic
Fighter
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153,328
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Spot
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Nordic
Freedom
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163,455
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Spot
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|
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Nordic
Discovery
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153,328
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Spot
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|
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Nordic
Saturn
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157,332
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Spot
|
|
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Nordic
Jupiter
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157,411
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Spot
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|
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Nordic
Cosmos
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159,998
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Spot
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|
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Nordic
Moon
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159,999
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Spot
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|
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Nordic
Apollo
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159,999
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Spot
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|
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Nordic
Sprite
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147,188
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Spot
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Nordic
Grace
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149,921
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Spot
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|
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Nordic
Mistral
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164,236
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Spot
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Nordic
Passat
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164,274
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Delivery
expected by end February 2010
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|
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Nordic
Galaxy
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163,000
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Delivery
expected by end June 2010
|
|
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Nordic
Vega
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163,000
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Delivery
expected by end September 2010
|
|
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Total
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2,820,410
|
No
scheduled dry-dockings were undertaken during 4Q09 except for one vessel that
underwent ballast tank maintenance work at a Chinese yard. Typically, this type
of work is often carried through while the vessels are trading or during planned
drydockings of vessels. However, because of the low tanker market last October
we decided to do the work at a shipyard with very good results. In
1Q10, one dry-docking is expected to take place. During 4Q09, we had
in total 24 days of unplanned off-hire and 40 days of planned off-hire (tank
maintenance work) for our fleet.
Financial
Instability and the Tanker Market:
In our
quarterly reports to shareholders we have often stressed the significance of the
development of the world economy for the tanker industry. Presently, there are
some bright spots on the horizon for the world economy. The decrease
in exports of oil from OPEC to the West seems to have bottomed out. We consider
this to be good news for the tanker markets.
For NAT,
an improved freight tanker market can be expected to result in a higher
dividend. However, as a matter of policy the Company does not predict future
spot rates.
The
recession is reducing the demand for transportation capacity internationally.
The demand side for tankers to some extent continues to be impacted positively
by the use of tankers for storage.
On the
supply side, we now see clearly that the current financial situation for many
shipping companies has led to delayed deliveries of newbuildings and to
cancellation of newbuilding orders.
|
The
average daily rate for our spot vessels was $18,700 per day net to us
during 4Q09 compared with $14,075 per day for 3Q09 after adjustment of one
time charges and accounting for lost time.
Spot
market rates for suezmax tankers are very volatile. The average spot
market rate for modern suezmax tankers as reported by Imarex was $23,682
per day in 4Q09 compared to $13,012 per day during 3Q09. The
average Imarex rate so far in 1Q10 is $41,592 per day.
The
graph shows the average yearly spot rates since 2000 as reported by R.S.
Platou Economic Research a.s. The rates as reported by
shipbrokers and by Imarex may vary from the actual rates we achieve in the
market.
|
 |
Strategy
going forward:
We
believe that the operating model of the Company works to the benefit of our
shareholders.
The
serious financial turmoil may represent attractive opportunities for our
Company.
The
Company has a sustainable strategy when the spot market is strong and also in a
weaker market environment. Thus, the Company essentially has the following
strategic position going forward: If the market is firm, very good results and
dividend can be expected.
In a
weaker market, the dividend will be lower which is a minus. However, if rates
are down for a while, the Company is in a position to buy ships inexpensively
and accretively which is a plus. This plus can be expected to be larger than the
minus. Several of our listed competitors have significant net debt
which could make it difficult for them to buy vessels in a weak market. In this
way, the Company has covered both scenarios.
Our
policy is to grow when it is profitable and accretive to do so; that is, after
an acquisition of vessels or other forms of expansion, the Company should be
able pay a higher dividend per share and produce higher earnings per share than
had such an acquisition not taken place. We believe that the acquisitions this
past year are examples of such accretive transactions.
We
believe that our full dividend payout policy will continue to enable us to
achieve a competitive cash yield compared with that of other shipping
companies.
We
encourage investors wishing to have exposure to the tanker sector to assess our
model and invest in our Company.
In the
midst of the international financial instability, our Company is well
positioned. To the best of our ability we shall endeavor to safeguard and
further strengthen this position.
* * * *
*
NORDIC
AMERICAN TANKER SHIPPING LIMITED
| Amounts in USD '000 | |||||||||||||||
| CONDENSED STATEMENTS OF OPERATION | Three Months Ended | Twelve Months Ended | |||||||||||||
|
Dec.
31, 2009
(unaudited)
|
Sep
30, 2009
(unaudited)
|
Dec.
31, 2008
(unaudited)
|
Dec.
31, 2009
(unaudited)
|
Dec.
31,2008
|
||||||||||||||||
|
NET
VOYAGE REVENUE
|
23,621 | 17,742 | 40,510 | 115,411 | 217,949 | |||||||||||||||
|
OPERATING
EXPENSES
|
||||||||||||||||||||
|
Vessel
operating expenses
|
(11,192 | ) | (11,868 | ) | (8,633 | ) | (43,139 | ) | (35,593 | ) | ||||||||||
|
Depreciation
|
(14, 639 | ) | (14,116 | ) | (12,553 | ) | (55,035 | ) | (48,284 | ) | ||||||||||
|
General
and administrative costs
|
(1,563 | ) * | (3,157 | ) * | (1,957 | ) * | (14,819 | ) ** | (12,785 | ) ** | ||||||||||
| (27,394 | ) | (29,141 | ) | (23,143 | ) | (112,993 | ) | (12,785 | ) | |||||||||||
|
Income
from vessel operation
|
(3,773 | ) | (11,399 | ) | 17,367 | 2,418 | 121,288 | |||||||||||||
|
Interest
income
|
94 | 101 | 132 | 614 | 931 | |||||||||||||||
|
Interest
expense
|
(589 | ) | (496 | ) | (301 | ) | (2,020 | ) | (3,374 | ) | ||||||||||
|
Net
financial items
|
(495 | ) | (395 | ) | (169 | ) | (1,406 | ) | (2,443 | ) | ||||||||||
|
NET
INCOME
|
(4,268 | ) | (11,794 | ) | 17,198 | 1,012 | 118,844 | |||||||||||||
|
Earnings
per average number of shares
|
(0.10 | ) | (0.28 | ) | 0.50 | 0.03 | 3.63 | |||||||||||||
|
Weighted
average number of shares
|
42,204,904 | 42,204,904 | 34,373,271 | 40,449,522 | 32,739,057 | |||||||||||||||
|
Common
shares outstanding
|
42,204,904 | 42,204,904 | 34,373,271 | 42,204,904 | 34,373,271 | |||||||||||||||
|
*)
|
The
G&A for the three months ended Dec. 31, 2009, Sep. 30, 2009 and Dec.
31, 2008 include non-cash charges of -$0.4m, $1.1m and $0.3m respectively
which are charges related to share based compensation, the 2004 Stock
Option Plan and pension cost.
|
|
**)
|
The
G&A for the twelve months ended Dec. 31, 2009 and 2008 include
non-cash charges of $ 7.2m and $ 6.2m respectively which are charges
related to share based compensation, the 2004 Stock Option Plan and
pension cost.
|
|
CONDENSED
BALANCE SHEETS
|
Dec.
31, 2009
(unaudited)
|
Dec.
31, 2008
|
||||||
|
Cash
deposits
|
30,496 | 31,378 | ||||||
|
Accounts
receivable *
|
22,685 | 40,335 | ||||||
|
Other
current assets
|
57,020 | 22,406 | ||||||
|
Vessels
|
825,449 | 707,853 | ||||||
|
Other
long term assets
|
10,928 | 11,906 | ||||||
|
Total
Assets
|
946,578 | 813,878 | ||||||
|
Accounts
payable
|
3,364 | 1,947 | ||||||
|
Accrued
liabilities
|
3,446 | 4,267 | ||||||
|
Accrued
long-term liability
|
5,684 | 4,078 | ||||||
|
Long-term
debt
|
0 | 15,000 | ||||||
|
Shareholders'
equity
|
934,084 | 788,586 | ||||||
|
Total
liablilities and shareholders' equity
|
946,578 | 813,878 | ||||||
|
*)
|
The
Accounts receivable (AR) constitues ordinary accounts receivables, net
earnings and voyages in progress at quarter end. The balance of the AR
will vary with the level of the spot tanker
market.
|
|
Twelve
Months Ended
|
||||||||
|
CONDENSED
STATEMENTS OF CASH
FLOW
|
Dec.
31, 2009
(unaudited)
|
Dec.
31, 2008
|
||||||
|
OPERATING
ACTIVITIES
|
||||||||
|
Net
cash from Operating Activitites
|
44,770 | 127,900 | ||||||
|
FINANCING
ACTIVITIES
|
||||||||
|
Net
proceeds from sale of Common Stock
|
236,684 | 158,890 | ||||||
|
Proceeds
from use of Credit Facility
|
66,000 | 25,000 | ||||||
|
Repayment
of debt
|
(81,000 | ) | (115,500 | ) | ||||
|
Loan
facility costs
|
0 | (2,316 | ) | |||||
|
Dividends
paid
|
(95,431 | ) | (165,886 | ) | ||||
|
Net
Cash provided by (used for) Financing Activities
|
126,253 | (99,812 | ) | |||||
|
INVESTING
ACTIVITIES
|
||||||||
|
Investment
in Vessels
|
(166,755 | ) | (10,053 | ) | ||||
|
Deposit
on Vessel
|
(5,150 | ) | 0 | |||||
|
Net
cash used by investing activitites
|
(171,905 | ) | (10,053 | ) | ||||
|
Net
Increase in Cash and Cash Equivalents
|
(882 | ) | 18 036 | |||||
|
Beginning
Cash and Cash Equivalents
|
31,378 | 13 342 | ||||||
|
Ending
Cash and Cash Equivalents
|
30,496 | 31,378 | ||||||
NORDIC
AMERICAN TANKER SHIPPING LIMITED
Reconciliation
of non-GAAP financial measures
(Amounts
in USD '000)
| Three Months Ended | Twelve Months Ended | |||||||||||||||||||
|
Dec.
31,
2008
|
Sep.
30,
2009
|
Dec.
31,
2008
|
Dec.
31,
2009
|
Dec.
31,
2008
|
||||||||||||||||
|
Voyage
revenue
|
26,844 | 21,575 | 40,872 | 124,369 | 228,000 | |||||||||||||||
|
Voyage
expenses
|
(3,223 | ) | (3,833 | ) | (362 | ) | (8,958 | ) | (10,051 | ) | ||||||||||
|
Net voyage revenue (1)
|
23,621 | 17,742 | 40,510 | 115,411 | 217,949 | |||||||||||||||
|
Three
Months Ended
|
||||||||||||
|
Dec.
31,
2009
|
Sep.
30,
2009
|
Dec.
31,
2008
|
||||||||||
|
Income
from vessel operations
|
(3,773 | ) | (11,399 | ) | 17,367 | |||||||
|
Depreciation
|
14,639 | 14,116 | 12,553 | |||||||||
|
Share
Based Compensation/ Stock Option Plan/Pension Cost
|
(370 | ) | 1,093 | 300 | ||||||||
|
Operating
Cash Flow (2)
|
10,496 | 3,810 | 30,220 | |||||||||
|
(1)
|
Net
voyage revenues represents voyage revenues less voyage expenses such as
bunker fuel, port fees, canal tolls and brokerage commissions.
Net voyage revenues is included because certain investors use this
data to measure a shipping company's financial performance.
Net voyage revenues is not required by accounting principles
generally accepted in the United States and should not be considered as an
alternative to net income or any other indicator of the Company's
performance required by accounting principles generally accepted in the
United States.
|
|
(2)
|
Operating
cash flow represents income from vessel operations before depreciation and
non-cash administrative charges. Operating cash flow is included because
certain investors use this data to measure a shipping company's financial
performance. Operating cash flow is not required by accounting principles
generally accepted in the United States and should not be considered as an
alternative to net income or any other indicator of the Company's
performance required by accounting principles generally accepted in the
United States.
|
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Matters
discussed in this press release 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 press release 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 world wide 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 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,
including the prospectus and related prospectus supplement, our Annual Report on
Form 20-F, and our Reports on Form 6-K.
Contacts:
Scandic
American Shipping Ltd
Manager
for:
Nordic
American Tanker Shipping Limited
P.O Box
56, 3201 Sandefjord, Norway
Tel: + 47 33 42 73 00
E-mail: nat@scandicamerican.com
Rolf
Amundsen, Investor Relations
Nordic
American Tanker Shipping Limited
Tel: +1
800 601 9079 or + 47 908 26 906
Gary J.
Wolfe
Seward
& Kissel LLP, New York, USA
Tel: +1
212 574 1223
Turid M.
Sørensen, CFO
Nordic
American Tanker Shipping Limited
Tel: +
47 33 42 73 00 or + 47 905 72 927
Herbjørn
Hansson, Chairman and Chief Executive Officer
Nordic
American Tanker Shipping Limited
Tel: +1
866 805 9504 or + 47 901 46 291