SEC Form 6-K filed by Nordic American Tankers Limited

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.

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, 2023, filed with the Securities and Exchange Commission on April 29, 2024.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2024

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 is an international tanker company that currently has a fleet of 20 Suezmax tankers of which the vast majority have been built in South Korea. The Company took delivery of the 2016-built Suezmax vessel, Nordic Hawk, in December 2023 and there have been no changes to the fleet in 2024.

The vessels in our fleet are homogeneous and have approximately the same freight capacity. We have two vessels currently on longer term time charter agreements.

Our Fleet

Recent Developments

 

On August 29, 2024, we declared a dividend of $0.12 cent per share in respect of the results for the second quarter of 2024, which is payable on November 26, 2024.

For the six months ended June 30, 2024, the global conventional Suezmax fleet consisted of 580 vessels. The Suezmax orderbook has increased from last year and stood at 98 conventional Suezmax vessels, which represents 16.9% of the world conventional Suezmax fleet. Considering the long lead time to delivery for new vessels, the orderbook continues to be encouraging for the market balance going forward.

 

OPERATING AND FINANCIAL REVIEW

 

Results of operations

 

The fleet as of June 30, 2024, consisted of 20 vessels. One Suezmax vessel, Nordic Hawk, was added to the fleet in December 2023. The majority of our vessels are employed in the spot market and our two 2022-built vessels are employed on six-year time charter agreements that commenced in 2022.

SIX MONTHS ENDED JUNE 30, 2024 COMPARED TO SIX MONTHS ENDED JUNE 30, 2023 (UNAUDITED)

The following table reconciles our net voyage revenues to voyage revenues and the corresponding number of revenue (TCE) days.

 

 

Voyage revenues in the six months ended June 30, 2024, decreased by $27.4 million to $193.1 million, or 12.44%, compared to $220.5 million in the same period ended June 30, 2023, 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 2024”). Our TCE rate per day for the first six months of 2024 came in at $35,079 compared to $45,713 in the same period ended June 30, 2023, which is a decrease of 23.27%.

 

Voyage expenses in the six months ended June 30, 2024, increased marginally by $0.8 million to $66.4 million, or 1.19%, compared to $65.6 million in the same period ended June 30, 2023, mainly as a result of a increase in bunker expenditure of $2.2 million, offset by a decrease in port charges of $1.0 million and a decrease in commissions of $1.1 million.

 

Operating Expenses in the six months ended June 30, 2024, increased by $2.4 million to $32.3 million, or 8.21%, compared to $29.9 million in the same period ended June 30, 2023. The increase is mainly as a result of an increase in Vessel Calendar Days in 2024 compared to the same period in 2023. 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, 2024, increased by $3.2 million to $13.9 million, or 29.72%, compared to $10.7 million in the same period ended June 30, 2023, mainly as a result of increased staff cost from general salary increases and bonuses in 2024.

 

Depreciation expense in the six months ended June 30, 2024, increased by $2.6 million to $28.1 million, or 10.30%, compared to $25.4 million in the six months ended June 30, 2023, mainly as a result of the addition of one new vessel to the fleet at the end of 2023 that has been depreciated for the full period in the first six months of 2024.

 

Interest expense in the six months ended June 30, 2024, increased marginally by $0.2 million to $15.9 million, or 1.13%, compared to $15.7 million in the same period ended June 30, 2023, mainly as a result of an increase in the floating interest rate debt from the financing of Nordic Hawk and the associated interest cost incurred for the full period in the first six months of 2024, offset by a reduction in interest bearing debt due to repayments occurring from June 30, 2023 to June 30, 2024. We have at the end of the 12-months’ period following June 30, 2023, increased our debt by $50.5 million for the financing of Nordic Hawk (acquired in December 2023) and reduced our remaining outstanding debt facilities with about $43.8 million.

 

Cash flows provided by operating activities in the six months ended June 30, 2024, decreased to $70.3 million from $99.1 million for the same period ended June 30, 2023. The change in cash flows provided by operating activities is primarily due to a decrease in freight rates achieved in the first half of 2024 compared to 2023.

 

Cash flows used in investing activities increased to $2.1 million for the six months ended June 30, 2024, from $0.3 million for the six months ended June 30, 2023. The increase of cash flows used in investing activities is primarily due to an increase in investment in other fixed assets.

 

Cash flows used in financing activities decreased to $53.9 million for the six months ended June 30, 2024, from $59.6 million in the six months ended June 30, 2023. The decrease of cash flows used in financing activities in the period ended June 30, 2024, is primarily due to lower repayments of $12.0 million on our borrowing facilities compared to the same period in 2023, offset by an increase of $6.3 million in distributed dividends in 2024 compared to the same period in 2023.

 

Liquidity and Capital Resources

 

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 related to our vessels including acquisition of vessels and working capital needs.

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 prepare cash flow projections for different scenarios and a key input factor to the cash flow projections is the estimated future charter rates. We apply an average of several broker estimates in combination with own estimates for the coming 12-months period. Freight rates in the first half of 2024 have been significantly above our break-even levels. Based on the current tanker market and outlook, we expect freight rates to stay at levels generating positive cash flows for at least the next 12 months, and we believe that the current cash, cash equivalents and restricted cash and cash expected to be generated from operations, together with remaining amount of $26.4 million available under the $60 million 2022 ATM program, are sufficient to meet the working capital needs and other liquidity requirements for the next 12 months from the date of this report. We refer to information discussed below related to the maturity of the 2019 Senior Secured Credit Facility in February 2025.

Cash, restricted cash and cash equivalents are predominantly held in U.S. Dollars. Cash and cash equivalents was in total $40.8 million and $31.1 million as of June 30, 2024 and December 31, 2023, respectively. Restricted cash was $6.8 million and $2.3 million as of June 30, 2024 and December 31, 2023, 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

 

We have two lenders financing our fleet of twenty Suezmax tankers; (1) the 2019 Senior Secured Credit Facility, including the $30 million Accordion Loan, secured by fourteen vessels built prior to 2017, and (2) the Financing of 2018-built vessels that is related to the three vessels built in 2018, the Financing of 2022-built vessels that is related to the two vessels built in 2022 and the Financing of Nordic Hawk that is related to the 2016-built vessel, Nordic Hawk, delivered to the Company in 2023.

 

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 fourteen vessels built in the period from 2003 to 2017 and assignments of earnings and insurance. The loan is amortizing with a twenty-year maturity profile, carries a floating interest rate and matures in February 2025 after an extension of twelve months from the original maturity date in February 2024. Further, the agreement contains an excess cash mechanism 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 $20.0 million and a loan-to-vessel value ratio of maximum 70%.

On December 16, 2020, we entered into a 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 interest rate and matures in February 2025. Excess cash flow payments as described above are applied to the balance of the 2019 Senior Secured Credit Facility before being applied to the $30 million Accordion Loan. 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 repayment clauses.

 

As of December 31, 2023, the total outstanding balance was $84.6 million, and we presented $11.7 million, net of deferred financing costs of $0.4 million, under Current Portion of Long-Term Debt. The Excess Cash Flow payment generated from the earnings in the fourth quarter of 2023 was waived by the lender and the Company applied the cash to the acquisition of the 2016-built vessel, Nordic Hawk, that was delivered to us in December 2023.

 

In the first six months of 2024, we have repaid $6.0 million in total and the outstanding balance as of June 30, 2024, was $78.6 million. Excess Cash Flow payments generated from earnings in 2024 have been waived by the lender and we have paid the regular loan repayments in 2024.

 

The credit facility matures in February 2025 and the remaining loan balance of $78.6 million is presented as current liabilities in our balance sheet. The facility has to be repaid with cash generated from operations, refinanced with a new facility or that an extension of the maturity date is agreed with the current lender or being repaid with proceeds from sale of assets. As of the date of this report, we have not determined which alternative will be pursued. Although not a preference, our 2022 ATM also provides flexibility. As of June 30, 2024, the loan-to-value ratio was about 12% based on the average of two broker estimates for the fourteen vessels used as collateral for loan and we consider that we have flexibility and options available in relation to the maturity of the loan.

 

Financing of the 2018-built vessels

 

We have three vessels that were built and delivered in 2018. Under the terms of the financing agreement, the lender provided financing of 77.5% of the purchase price for each of the three vessels. Upon delivery of each of the vessels, we entered into ten-year bareboat charter agreements. We have obligations to purchase each vessel for $13.6 million upon the completion of the ten-year bareboat charter agreements and have the option to purchase the vessels after sixty and eighty-four months. The purchase options must be declared six months in advance of the anniversaries for each vessel and the next anniversaries are in 2025. The financing agreement contains certain financial covenants requiring us 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 amounts under this financing arrangement were $82.7 million and $87.2 million as of June 30, 2024 and December 31, 2023, respectively, where $9.1 million and $8.9 million, net of deferred financing costs, have been presented as Current Portion of Long-Term Debt, respectively.

Financing of the 2022-built Vessels

 

The two vessels, Nordic Harrier and Nordic Hunter, were delivered from Samsung shipyard in 2022. Under the terms of the financing agreement, the lender provided financing of 80.0% of the purchase price for each of the two vessels. Upon delivery of each of the vessels, we entered into ten-year bareboat charter agreements. We have obligations to purchase the vessels for $16.5 million for each vessel upon the completion of the ten-year bareboat charter agreements and have the option to purchase the vessels after sixty and eighty-four months. The financing agreements contain certain financial covenants requiring us on a consolidated basis to maintain a minimum liquidity of $20.0 million and a minimum vessel value to outstanding lease clause.

The outstanding amounts under this financing arrangement were $76.6 million and $79.4 million as of June 30, 2024 and December 31, 2023, respectively, where $5.4 million and $5.4 million, net of deferred financing costs, have been presented as Current Portion of Long-Term Debt, respectively.

Financing of Nordic Hawk

 

The 2016-built vessel, Nordic Hawk, was delivered to us in December 2023. Under the terms of the financing agreement, the lender provided financing of 75.0% of the purchase price. Upon delivery of the vessel, we entered into an eight-year bareboat charter agreement. We have an obligation to purchase the vessel for $5.9 million upon the completion of the eight-year bareboat charter agreement and have the option to purchase the vessel after sixty and eighty-four months. The financing agreement contains certain financial covenants requiring us on a consolidated basis to maintain a minimum liquidity of $20.0 million and a minimum vessel value to outstanding lease clause.

The outstanding amounts under this financing arrangement were $50.5 million and $53.4 million as of June 30, 2024 and December 31, 2023, respectively, where $5.9 million and $5.9 million, net of deferred financing costs, have been presented as Current Portion of Long-Term Debt, respectively.

Equity

 

On February 14, 2022, we entered into an equity distribution agreement with B. Riley Securities, Inc, acting as sales agent, under which the Company may, from time to time, offer and sell common stock through an At-the-Market Offering (the “$60 million 2022 ATM”) program having an aggregate offering price of up to $60,000,000. In 2023 and 2024, we have not raised any proceeds from the ATM and we have a gross remaining available balance of $26.4 million under this ATM. Based on the share price of the Company of $3.62 as of September 26, 2024, it would have resulted in 7,304,736 new shares being issued, if fully utilizing the remaining balance available of the $60 million 2022 ATM.

Contractual Obligations

 

The following table sets out our long-term contractual obligations outstanding as of June 30, 2024 (all figures in thousands of USD).

* Q3 + Q4 2024

Notes:

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Financing of Nordic Hawk

The 2016-built vessel, Nordic Hawk, was delivered to the Company in December 2023. The lender provided financing of 75.0% of the purchase price. Upon delivery of the vessel, the Company entered into an eight-year bareboat charter agreement. The Company has an obligation to purchase the vessel for $5.9 million upon the completion of the eight-year bareboat charter agreement and has the option to purchase the vessel after sixty and eighty-four months. Further details regarding the financing are disclosed in our 2023 Annual report.

The outstanding amounts under this financing arrangement were $50.5 million and $53.5 million as of June 30, 2024, and December 31, 2023, respectively, where $5.9 million and $5.9 million, net of deferred financing costs, have been presented as Current Portion of Long-Term Debt, respectively.

8. SHAREHOLDERS’ EQUITY

Authorized, issued and outstanding common shares roll-forward is as follows:

On February 14, 2022, the Company entered into an equity distribution agreement with B. Riley Securities, Inc, acting as sales agent, under which the Company may, from time to time, offer and sell common stock through an At-the-Market Offering (the “$60 million 2022 ATM”) program having an aggregate offering price of up to $60,000,000. The Company has not raised any proceeds through the arrangement in the six months’ period ending June 30, 2024 and there is a remaining available balance of $26.4 million under this ATM. Further information about utilization in prior periods can be found in the 2023 Annual Report.

No material claims have been filed against the Company or are outstanding as of December 31, 2023 and as of June 30, 2024.