FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of May 2004
NORDIC AMERICAN TANKER SHIPPING LIMITED
(Translation of registrant's name into English)
Canon's Court
22 Victoria Street
Hamilton HM 12
Bermuda
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes [_] No [X]
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached hereto as Exhibit 1is a copy of Management's Discussion and
Analysis of Financial Condition and Results as of March 31, 2004 release.
ADDITIONAL INFORMATION
BP Plc files annual reports on Form 20-F (File No. 1-6262) and periodic
reports on Form 6-K with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended.
Exhibit 1
---------
NORDIC AMERICAN TANKER SHIPPING LTD (NAT)
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS AS OF
March 31, 2004
Overview
In September 1995, the Company offered and sold to the public 11,731,613
Warrants at the initial public offering price of $5.00 per Warrant. The exercise
price of a Warrant was $10.21. Prior to the Exercise Date (September 30, 1997),
the Company did not have any operations other than certain limited operations
related to the acquisition of the Vessels, of which all three were delivered in
the last half of 1997. The Company now owns three modern double hull 150,000 dwt
suezmax tankers. The Vessels were built at Samsung Heavy Industries.
On September 30, 1997 all of the outstanding Warrants of the Company were
exercised at an exercise price of $10.21 per Warrant. The Company received a
total of $119,779,768.73 by issuing a total of 11,731,613 new Common Shares. On
November 30, 1998, the Company's shareholders approved a proposal to allow the
Company to borrow money for the purpose of repurchasing its Shares. On December
28, 1998, the Company purchased 2,107,244 Shares through a "Dutch Auction"
self-tender offer at a price of $12.50 per Share. In addition, the Company paid
$715,000 in transaction costs. After the repurchase, a total of 9,706,606 Shares
are in issue, down from 11,813,850 Shares. The Company funded the repurchase
with the proceeds of a long-term loan from a syndicate of international lenders
in the total amount of $30,000,000.
BP Shipping Ltd (the "Charterer") has agreed to charter each Vessel for a
period of seven years from September 30, 1997. During the term of each Charter
the Charterer is obligated to pay (i) the Base Rate, which is charterhire at a
fixed minimum daily rate of $13,500 per Vessel per day (T/C equivalent of
$22,000 per day), payable quarterly in advance and (ii) Additional Hire, to the
extent spot charter rates exceed certain levels, payable quarterly in arrears,
from January 1998. The amount of Additional Hire for each quarter, if any, will
be determined by the Brokers Panel.
On January 2, 2004 the Company received $3,645,000 in Base Hire from the
Charterer for the period from January 1 to March 31, 2004. In April 2004 the
Broker Panel determined that the Additional Hire for the period January 1 to
March 31, 2004 was $13,728,385 i.e. $50,287 per day per Vessel. The hire rate
for the 1st quarter was thus $63,787 per day per vessel.
On April 1, 2004 the Company received $3,685,500 in Base Hire from the
Charterer for the period from April 1 to June 30, 2004.
As previously announced by the Company, BP Shipping the charterer of the
Company's 3 Suezmax tankers, has not delivered notice of exercise of its options
to extend the charters. Accordingly, the existing charters will terminate on
October 1, 2004, subject to a redelivery window for the vessels of between
September 1, 2004 and November 1, 2004.
At the Company's Special Meeting of Shareholders on March 15, 2004, the
Company's shareholders decided by vote of approximately 96% of those voting to
continue the Company in business. However, as the quorum was not sufficient to
amend the Company's bye-laws, the restrictions on the Company's business
activities will continue to expire on the termination of the BP charters on
October 1, 2004 (subject to possible extensions of up to 30 days at BP's
option). Following termination of the restrictions, the Company will be free
under its bye-laws to conduct any business permitted by law on an unrestricted
basis. The Board of Directors is currently reviewing the Company's business
plan. The Board authorized Management to negotiate an extention of the Den
norske Bank loan or it's refinancing for an additional three years, expiring in
the year 2008.
Results of Operations - 1st quarter 2004
----------------------------------------
The Company's revenues from the Charter Hire for the period January 1 to
March 31, 2004 of $17,413,885 in total, derived from the Base Hire of $3,685,500
($13,500 per day per Vessel) and the determined Additional Hire of $13,728,385
($50,287 per day per Vessel).
Net costs during the Report Period were $2,027,527 of which three months
depreciation of the Vessels constitutes $1,707,760.
Net profit during the Report Period was $14,954,336.
Liquidity and Capital Resources
-------------------------------
Total Assets of the Company at March 31, 2004 were $140,700,183 compared to
$136,896,298 at December 31, 2003. Cash held at March 31, 2004 was $521,777.
The Company's only source of income is from the contract with BP Shipping.
The contracts for the NAT vessels are drawn up in a way that secures income 365
days a year for the vessels and no off-hire. The contracts with BP Shipping
commenced on October 1, 1997 and will terminate on October 1, 2004 subject to a
redelivery window for the vessels of between September 1, 2004 and November 1,
2004. The contracts are guaranteed by BP Amoco p.l.c.
The Company's dividend policy is to pay to its shareholders dividends that
are substantially equal to the amounts received by it under the Charters, less
fixed administrative and interest expenses.
Dividend Payment
----------------
Based on the additional hire of $13,728,385 for the 1st quarter 2004 and
the minimum Base Hire for the 2nd quarter of 2004, from April 1 to June 30, the
Board of Directors declared in April 2004 a Dividend of $16,501,230 or $1.70 per
Common Share to be paid to Shareholders in May 2004.
The table below illustrates the historical development of the Dividend per
Common Share:
Period 1997 1998 1999 2000 2001 2002 2003 2004
--------------------------------------------------------------------------------
1st Quarter 0.40 0.32 0.34 1.41 0.36 0.63 1.15
2nd Quarter 0.41 0.32 0.45 1.19 0.34 1.27 1.70
3rd Quarter 0.32 0.35 0.67 0.72 0.33 0.78
4th Quarter 0.30 0.30 0.36 1.10 0.55 0.32 0.37
--------------------------------------------------------------------------------
Total USD 0.30 1.43 1.35 2.56 3.87 1.35 3.05
--------------------------------------------------------------------------------
Controls and procedures
-----------------------
Within 90 days prior to the date of this report, the Company's Chairman and
Chief Executive Officer and Chief Financial Officer carried out an evaluation of
the effectiveness of the Company's "disclosure controls and procedures" (as
defined in the Securities Exchange Act of 1934 Rule 13a-14(c)). Based on that
evaluation, these officers have concluded that as of the evaluation date, the
Company's disclosure controls and procedures were adequate and designed to
assure that material information relating to the Company would be made known to
them by others within the Company.
There were no significant changes in the Company's internal controls, or to
the Company's knowledge, in other factors that could significantly affect the
Company's disclosure controls and procedures subsequent to the evaluation date.
* * * * *
NORDIC AMERICAN TANKER SHIPPING LTD. (NAT)
INCOME STATEMENT INFORMATION
All figures in USD
1st Qtr. 1st Qtr. 4th Qtr. All
2004 2003 2003 2003
------------------------ ----------- ----------- ----------- -----------
Revenue 17,413,885 13,299,187 11,868,306 37,370,756
Ship Broker Commissions (46,069) (45,562) (46,575) (184,781)
Management Fee Expense (62,500) (62,500) (62,500) (250,000)
Insurance Expense (26,666) (25,000) (26,666) (101,666)
Other Expenses (184,532) (60,037) (5,302) (116,421)
Depreciation (1,707,760) (1,707,760) (1,707,760) (6,831,040)
----------- ----------- ----------- -----------
Net Operating Income .. 15,386,358 11,398,328 10,019,503 29,886,848
Financial Income 12,234 4,913 6,487 26,462
Financial Expenses (444,256) (463,800) (461,525) (1,813,021)
----------- ----------- ----------- -----------
Net Financial Items (432,022) (458,887) (455,038) (1,786,559)
----------- ----------- ----------- -----------
Net Profit 14,954,336 10,939,441 9,564,465 28,100,289
----------- ----------- ----------- -----------
Earnings per Share 1.54 1.13 0.99 2.89
Cash Flow per Share 1.72 1.30 1.16 3.60
BALANCE SHEET INFORMATION
All figures in USD
Mar 31 Dec. 31
2004 2003
-------------------------- ----------- -----------
ASSETS
Vessels 126,374,165 128,081,925
Prepaid Finance charges 10,855 14,475
Prepaid insurance 65,001 91,667
Accounts receivables 13,728,385 8,142,307
Cash and cash on deposit 521,777 565,924
----------- -----------
Total Assets 140,700,183 136,896,298
----------- -----------
LIABILITIES
Other Shareholder Equity 110,552,554 106,760,910
SHAREHOLDER'S EQUITY
9,706,606 Common Shares, 97,066 97,066
par value $.01 per share,
outstanding 50 million
authorized
Other Comprehensive Income (900,000) (1,150,000)
Long Term Debt 30,000,000 30,000,000
Accounts Payable 11,768 0
Accrued Expenses 900,000 1,150,000
Accrued Interest 38,795 38,322
------------ ------------
Total liabilities & equity 140,700,183 136,896,298
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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.
Nordic American Tanker Shipping Limited (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," "except," "anticipate,"
"intends," "estimate," "forecast," "project," "plan," "potential," "will,"
"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.
In addition to these important factors, 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, and other important
factors described from time to time in the reports filed by the Company with the
Securities and Exchange Commission, including our Annual Report on Form 20-F.
Contacts: Gary J. Wolfe
Seward & Kissel, New York, USA
Tel: (1) 212 574 1223
Scandic American Shipping Ltd (www.scandicamerican.com)
P.O Box 56
3201 Sandefjord, Norway
Tel: + 47 33 44 61 40, or +47 901 46 291, e-mail:
nat@scandicamerican.com or
Rolf Amundsen
Amundsen Partners
Oslo, Norway
Tel: + 47 908 26 906, e-mail: amundsen@absnet.no
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)
Dated: May 12, 2004 By:/s/ Herbjorn Hansson
----------------------------
Herbjorn Hansson
President and
Chief Executive Officer
01318.0002 #485594