Nordic American Tankers Limited (NAT) 6-KCurrent report (foreign)

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.

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, 2022, filed with the Securities and Exchange Commission on April 27, 2023.

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 19 Suezmax tankers.

In 2022, the Company took delivery of two newbuildings, Nordic Harrier and Nordic Hunter, that were chartered out on six-year time charter agreements immediately after delivery from the shipyard, and further five vessels built in 2002 and 2003 were sold during the year. In 2023, there have been no changes to the fleet.

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.

On August 28, 2023, we declared a dividend of $0.13 cent per share in respect of the results for the second quarter of 2023, which is payable on October 5, 2023.

On September 26, 2023, we agreed an extension of the maturity date for the 2019 Senior Secured Credit Facility from February 2024 to February 2025, including a reduction of the applicable interest rate on the remaining balance of the original loan paid out in 2019. The extension of the maturity date secures the same flexibility in relation to repayment of the credit facility as in the past. It may well be that we repay all debt within the original maturity date. Further comments can be found below under Our Borrowing Activities.

For the six months ended June 30, 2023, the global conventional Suezmax fleet consisted of 578 vessels. The Suezmax orderbook stood at 42 conventional Suezmax vessels, which represents 7.0% of the world conventional Suezmax fleet. Considering the long lead time to delivery for new vessels, the low orderbook is encouraging for the market balance going forward.

The fleet as of June 30, 2023, consisted of 19 vessels. We disposed of five vessels in total in 2022 and took delivery of two newbuildings from Samsung shipyard in May and June 2022. Three of the vessels disposed of were delivered to their new owners in the first six months of 2022. The majority of our vessels are employed in the spot market. Our two 2022 Newbuildings are employed on six-year time charter agreements.

SIX MONTHS ENDED JUNE 30, 2023 COMPARED TO SIX MONTHS ENDED JUNE 30, 2022 (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, 2023, increased by $96.3 million to $220.5 million, or 77.59%, compared to $124.2 million in the same period ended June 30, 2022, mainly as a result of an increase in the Suezmax tanker rates achieved in the market (for further information see the section above entitled “The Tanker Market – First Six Months of 2023”). Our TCE rate per day for the first six months of 2023 came in at $45,713 compared to $14,068 in the same period ended June 30, 2022, which is an increase of 224.95%.

Voyage expenses in the six months ended June 30, 2023, decreased by $8.3 million to $65.6 million, or 11.18%, compared to $73.9 million in the same period ended June 30, 2022, mainly as a result of a decrease in bunker expenditure of $3.4 million and a decrease of port charges of $6.0 million, offset by an increase in commissions of $3.2 million.

Operating Expenses in the six months ended June 30, 2023, decreased by $3.5 million to $29.9 million, or 10.50%, compared to $33.4 million in the same period ended June 30, 2022. The decrease is mainly as a result of less Vessel Calendar Days in 2023 compared to the same period in 2022. 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, 2023, increased by $1.3 million to $10.7 million, or 14.83%, compared to $9.4 million in the same period ended June 30, 2022, mainly as a result of increased staff cost and travel expenses.

Depreciation expense in the six months ended June 30, 2023, increased only by 0.24% compared to the six months ended June 30, 2022, and is $25.4 million in both periods presented, mainly as a result of the addition of two newbuildings delivered in the midst of 2022 that have been depreciated for the full period in the first six months of 2023, offset by the disposal of three vessels in the first six months of 2022 that were depreciated for all or a portion of the comparable period.

Interest expense in the six months ended June 30, 2023, increased by $4.0 million to $15.7 million, or 34.36%, compared to $11.7 million in the same period ended June 30, 2022, mainly as a result of an increase in the floating interest rate on our financing facilities in the period, offset by a reduction in interest bearing debt due to repayments occurring from June 30, 2022 to June 30, 2023. In the first six months of 2022, we took delivery of the two 2022 Newbuildings in May and June with an associated increase of debt by $88.0 million, and we repaid $51.0 million on the 2019 Senior Secured Credit Facility. We have in the 12-months’ period following June 30, 2022, reduced our outstanding debt by about $76 million. In addition to regular repayments, we have reduced the debt mainly as a result of extra repayments from proceeds from two vessel sales in the second half of 2022 and an Excess Cash Flow Payment in the first half of 2023 of $15.2 million. Despite this reduction in outstanding debt, the interest expense has increased in the six-month period ending June 30, 2023, compared to the same period in 2022, mainly as a result of an increase in the applicable floating interest rates on our loans and financing arrangements.

Cash flows provided by / (used in) operating activities in the six months ended June 30, 2023, improved to $99.1 million from $(14.0) million used in operating activities for the same period ended June 30, 2022. The change in cash flows provided by / (used in) operating activities is primarily due to increase in freight rates achieved in the first half of 2023 compared to 2022.

Cash flows used in investing activities decreased to $(0.3) million for the six months ended June 30, 2023, from $(45.5) million for the six months ended June 30, 2022. The decrease of cash flows used in investing activities is primarily due to a decrease in investment in vessels under construction, offset by a reduction in proceeds from disposal of vessels in 2023 compared to 2022. The cash outlay for vessels under construction in 2022 was related to the two newbuildings that were delivered to us in May and June 2022.

Cash flows provided by / (used in) financing activities decreased to $(59.6) million for the six months ended June 30, 2023, from $65.5 million provided by financing activities for the six months ended June 30, 2022. The decrease of cash flows provided by / (used in) financing activities in the period ended June 30, 2023, is primarily due to no issuance of new debt in 2023 compared to $88.0 million in new debt in 2022 from the financing arrangements of the two newbuildings delivered in 2022, no proceeds from issuance of common stock in 2023 compared to issuance of  $34.8 million in the same period in 2022, and an increase of $29.4 million in distributed dividends in 2023 compared to the same period in 2022, offset by lower repayments of $29.7 million on the 2019 Senior Secured Credit Facility in 2023 compared to the same period in 2022.

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 2023 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 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 an amendment of the 2019 Senior Secured Credit Facility extending the maturity date for the facility from February 2024 to February 2025.

Cash, restricted cash and cash equivalents are predominantly held in U.S. Dollars. Cash and cash equivalents was in total $96.5 million and $59.6 million as of June 30, 2023 and December 31, 2022, respectively. Restricted cash was $5.9 million and $3.7 million as of June 30, 2023 and December 31, 2022, 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.

On February 12, 2019, we entered into the $306.1 million 2019 Senior Secured Credit Facility using twenty of our vessels at that time 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 and the 2022 Newbuildings are financed through Ocean Yield ASA.

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 and the two newbuildings delivered in 2022, further described below) and assignments of earnings and insurance. The loan is amortizing with a twenty-year maturity profile, carries a floating interest rate and with an 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 $30.0 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 has an original maturity date in February 2024. 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, 2022, the total outstanding balance was $129.2 million, and we presented $25.8 million, net of deferred financing costs of $1.5 million, under Current Portion of Long-Term Debt. Earnings generated in the fourth quarter of 2022 resulted in an additional payment of $15.2 million related to the excess cash flow mechanism that was paid in February 2023.

In the first six months of 2023, we have repaid $21.3 million in total and the outstanding balance as of June 30, 2023, was $107.9 million. As of June 30, 2023, the LIBOR interest rate element originally included in the credit facility has ceased to exist and in this respect we have negotiated a transition to a Federal Funds Rate that has replaced the LIBOR element in the credit facility as of June 1, 2023. We have at the end of August 2023 paid an Excess Cash Flow payment of $17.3 million related to earnings generated in the second quarter of 2023 and including regular loan repayments in the period subsequent to June 30, 2023, we have a remaining loan balance as of the date of this report of $88.7 million.

Our 2019 Senior Secured Credit Facility including the $30 million Accordion Loan had an original maturity date in February 2024. Subsequent to June 30, 2023, we have agreed for an extension of the maturity date from February 2024 to February 2025, including a reduction of the interest rate for the remaining portion of the loan that was paid out in 2019. The extended maturity date has resulted in the that the portion of the loan that matures more than 12 months from the balance sheet date is presented as Long Term Debt as of June 30, 2023, and we have presented $28.8 million, net of deferred financing cost, under Current Portion of Long-Term Debt that includes the $17.3 million Excess Cash Flow payment discussed above.

The extension of the maturity date provides us with the same flexibility in relation to repayment of the credit facility as in the past. The table below with contractual obligations shows mandatory loan repayments for the 2019 Senior Secured Credit Facility. In a tanker market with freight rates above our break-even levels, the Excess Cash Flow mechanism will facilitate for additional loan repayments and we do also have the optionality to voluntarily repay the loan.

The three 2018-built vessels were delivered to us in July, August and October 2018, respectively. 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 eighty-four months. We have elected not to exercise the purchase options related to the sixty-month anniversary for each of the three vessels. As of June 30, 2023, the LIBOR interest rate element originally included in the financing agreements ceased to exist and in this respect we have negotiated a transition to a 12-month term Secured Overnight Financing Rate (“SOFR”), plus a Credit Adjustment Spread (“CAS”) of 26 basis points that is subject to annual adjustments that take place at the anniversaries of the vessels in the third and fourth quarter of each fiscal year. The financing agreements for the three vessels had a total effective interest rate as of June 30, 2023, ranging from 8.08% to 9.86%. 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 $91.7 million and $96.0 million as of June 30, 2023 and December 31, 2022, respectively, where $8.7 million and $8.5 million, net of deferred financing costs, have been presented as Current Portion of Long-Term Debt, respectively.

The financing agreements for the two Suezmax newbuildings delivered to us in 2022 were entered into in late 2020. Under the terms of the financing agreements, the lender provided financing of 80.0% of the purchase price for each of the two 2022 Newbuildings. Upon delivery of each of the vessels, we commenced ten-year bareboat charter agreements. We have obligations to purchase the vessels upon the completion of the ten-year bareboat charter agreements for a consideration of $16.5 million for each vessel, and we also have the option to purchase the vessels after sixty and eighty-four months. As of June 30, 2023, the LIBOR interest rate element originally included in the financing agreements ceased to exist and in this respect we have negotiated a transition to a 3-month term Secured Overnight Financing Rate (“SOFR”), plus a Credit Adjustment Spread (“CAS”) of 26 basis points that is subject to quarterly adjustment. The financing agreements for the two vessels had a total effective interest rate as of June 30, 2023, ranging from 9.80% to 9.98%. The financing agreements contain certain financial covenants requiring us to 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 $82.1 million and $84.9 million as of June 30, 2023 and December 31, 2022, 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.

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, 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 $4.00 as of September 26, 2023, it would have resulted in 6,610,786 new shares being issued, if fully utilizing the remaining balance available of the $60 million 2022 ATM.

The following table sets out our long-term contractual obligations outstanding as of June 30, 2023 (all figures in thousands of USD).

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:

Nordic American Tankers Limited

Tel: +1 866 805 9504 or +47 90 14 62 91