UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 2054
FORM
20-F
(Mark
One)
|
¨
|
REGISTRATION STATEMENT PURSUANT
TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF
1934
|
OR
|
ý
|
ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
fiscal year ended December 31, 2009
OR
|
¨
|
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
transition period from _________________ to ________________
OR
|
¨
|
SHELL COMPANY REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Date of
event requiring this shell company report ________________
Commission
file number: 001-32640
DHT
HOLDINGS, INC.
(Exact
name of Registrant as specified in its charter)
Not
Applicable
(Translation
of Registrant’s name into English)
Republic
of the Marshall Islands
(Jurisdiction
of incorporation or organization)
26
New Street
St. Helier,
Jersey, JE23RA
Channel
Islands
(Address
of principal executive offices)
Eirik
Ubøe
Tel:
+44 1534 639759
26
New Street
St. Helier,
Jersey, JE23RA
Channel
Islands
(Insert
name, telephone, e-mail and/or facsimile number and address of company contact
person)
______________________
Securities
registered or to be registered pursuant to Section 12(b) of the
Act.
|
Title
of each class
Common
stock, par value $0.01 per share
|
Name
of each exchange on which registered
New
York Stock Exchange
|
Securities
registered or to be registered pursuant to Section 12(g) of the
Act: None
Securities
for which there is a reporting obligation pursuant to Section 15(d) of the
Act: None
Indicate
the number of outstanding shares of each of the issuer’s classes of capital or
common stock as of the close of the period covered by the annual
report. 48,675,897 common stock, par value $0.01 per
share
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes ¨ No
ý
If this
report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934. Yes ¨ No
ý
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes ý No ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act.
Large
Accelerated Filer ¨ Accelerated
Filer ý Non-accelerated
Filer ¨
Indicate
by check mark which basis of accounting the registrant has used to prepare the
financial statements included in this filing: U.S. GAAP ¨ International
Financial Reporting Standards as issued by the International Accounting
Standards Board ý Other
¨
If
“Other” has been checked in response to the previous question, indicate by check
mark which financial statement item the registrant has elected to
follow. Item 17 ¨ Item
18 ¨
If this
report is an annual report, indicate by check mark whether the registrant is
shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
¨ No
ý
Explanatory
Note
On
February 12, 2010, DHT Holdings, Inc. was incorporated under the laws of the
Marshall Islands. On March 1, 2010, DHT Maritime, Inc., a Marshall
Islands corporation, effected a series of transactions, or the “Transactions,”
that resulted in DHT Holdings, Inc. becoming the publicly held parent company of
DHT Maritime, Inc. As a result, DHT Holdings, Inc. became the successor issuer
to DHT Maritime, Inc. pursuant to Rule 12g-3(a) of the Securities Exchange Act
of 1934, as amended. In connection with the Transactions, each
stockholder of DHT Maritime, Inc. common stock on March 1, 2010 received one
share of DHT Holdings, Inc. common stock for each share of DHT Maritime, Inc.
common stock held by such stockholder on such date. Following the
Transactions, shares of DHT Maritime, Inc. no longer trade on The New York Stock
Exchange, or “NYSE.” Instead, shares of DHT Holdings, Inc. common
stock now trade on the NYSE under the ticker symbol “DHT,” which is the same
ticker symbol of DHT Maritime, Inc.
Unless we
specify otherwise, all references and data in this report to our “business,” our
“vessels” and our “fleet” refer to the seven vessels comprising our initial
fleet, or the “Initial Vessels” that we acquired simultaneously with the closing
of our initial public offering, or “IPO,” on October 18, 2005 and the two
Suezmax tankers we acquired subsequent to our IPO. Unless we specify
otherwise, all references in this report to “we,” “our,” “us” and “company”
refer to DHT Holdings, Inc. and its subsidiaries and references to DHT Holdings,
Inc. “common stock” are to our common registered shares. All
references in this report to “DHT Maritime,” refer to DHT Maritime,
Inc. The shipping industry’s functional currency is the U.S.
dollar. All of our revenues and most of our operating costs are in
U.S. dollars. All references in this report to “$” and “dollars”
refer to U.S. dollars.
Presentation
of Financial Information
Beginning
on January 1, 2009, DHT Maritime prepares its consolidated financial statements
in accordance with International Financial Reporting Standards, or “IFRS,” as
issued by the International Accounting Standards Board, or
“IASB.” The comparative financial statements for the fiscal year 2008
have also been prepared in accordance with IFRS. For all prior
periods, DHT Maritime had prepared its consolidated financial statements in
accordance with U.S. Generally Accepted Accounting Principles, or “U.S. GAAP,”
which differ in certain respects from IFRS.
Certain
Industry Terms
The
following are definitions of certain terms that are commonly used in the tanker
industry and in this report.
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Term
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Definition
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ABS
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American
Bureau of Shipping, an American classification society.
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Aframax
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A
medium size crude oil tanker of approximately 80,000 to 120,000
dwt. Aframaxes operate on many different trade routes,
including in the Caribbean, the Atlantic, the North Sea and the
Mediterranean. They are also used in ship-to-ship transfer of
cargo in the US Gulf typically from VLCCs for discharge in ports from
which the larger tankers are restricted. Modern Aframaxes can
generally transport from 500,000 to 800,000 barrels of crude
oil.
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Annual
Survey
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The
inspection of a vessel pursuant to international conventions by a
classification society surveyor, on behalf of the flag state, that takes
place every year.
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Bareboat
Charter
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A
charter under which a charterer pays a fixed daily or monthly rate for a
fixed period of time for use of the vessel. The charterer pays
all voyage and vessel operating expenses, including vessel
insurance. Bareboat charters are usually for a long
term. Also referred to as a “demise
charter.”
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| Term |
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Definition |
| |
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Bunker
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Fuel
oil used to operate a vessel’s engines, generators and
boilers.
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Charter
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Contract
for the use of a vessel, generally consisting of either a voyage, time or
bareboat charter.
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Charterer
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The
company that hires a vessel pursuant to a charter.
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Charter
hire
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Money
paid by a charterer to the ship-owner for the use of a vessel under a time
charter or bareboat charter.
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Classification
Society
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An
independent society that certifies that a vessel has been built and
maintained according to the society’s rules for that type of vessel and
complies with the applicable rules and regulations of the country in which
the vessel is registered, as well as the international conventions which
that country has ratified. A vessel that receives its
certification is referred to as being “in class” as of the date of
issuance.
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Contract
of Affreightment
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A
contract of affreightment, or “COA,” is an agreement between an owner and
a charterer that obligates the owner to provide a vessel to the charterer
to move specific quantities of cargo over a stated time period, but
without designating specific vessels or voyage schedules, thereby
providing the owner greater operating flexibility than with voyage
charters alone.
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double
hull
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A
hull construction design in which a vessel has an inner and outer side and
bottom separated by void space, usually two meters in
width.
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Drydocking
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The
removal of a vessel from the water for inspection and/or repair of those
parts of a vessel which are below the water line. During
Drydockings, which are required to be carried out periodically, certain
mandatory classification society inspections are carried out and relevant
certifications issued. Drydockings are generally required once
every 30 to 60 months.
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dwt
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Deadweight
tons, which refers to the carrying capacity of a vessel by
weight.
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Hull
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Shell
or body of a ship.
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IMO
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International
Maritime Organization, a United Nations agency that issues international
regulations and standards for shipping.
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Lightering
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Partially
discharging a tanker’s cargo onto another tanker or
barge.
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LOOP
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Louisiana
Offshore Oil Port, Inc.
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Lloyds
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Lloyds
Register, a U.K. classification society.
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Metric
Ton
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A
metric ton of 1,000 kilograms.
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Newbuilding
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A
new vessel under construction or just completed.
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Off
Hire
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The
period a vessel is unable to perform the services for which it is required
under a time charter. Off hire periods typically include days
spent undergoing repairs and Drydocking, whether or not
scheduled.
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OPA
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U.S.
Oil Pollution Act of 1990, as amended.
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OPEC
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Organization
of Petroleum Exporting Countries, an international organization of
oil-exporting developing nations that coordinates and unifies the
petroleum policies of its member countries.
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Petroleum
Products
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|
Refined
crude oil products, such as fuel oils, gasoline and jet
fuel.
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Term
|
|
Definition
|
| |
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Protection
and Indemnity
(or
“P&I”) Insurance
|
|
Insurance
obtained through mutual associations, or “clubs,” formed by ship-owners to
provide liability insurance protection against a large financial loss by
one member through contribution towards that loss by all
members. To a great extent, the risks are
reinsured.
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Scrapping
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The
disposal of vessels by demolition for scrap metal.
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Special
Survey
|
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An
extensive inspection of a vessel by classification society surveyors that
must be completed at least once during each five year
period. Special surveys require a vessel to be
drydocked.
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Spot
Market
|
|
The
market for immediate chartering of a vessel, usually for single
voyages.
|
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|
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Suezmax
|
|
A
crude oil tanker of approximately 130,000 to 170,000
dwt. Modern Suezmaxes can generally transport about one million
barrels of crude oil and operate on many different trade routes, including
from West Africa to the United States.
|
|
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Tanker
|
|
A
ship designed for the carriage of liquid cargoes in bulk with cargo space
consisting of many tanks. Tankers carry a variety of products
including crude oil, refined petroleum products, liquid chemicals and
liquefied gas.
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TCE
|
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Time
charter equivalent, a standard industry measure of the average daily
revenue performance of a vessel. The TCE rate achieved on a
given voyage is expressed in $/day and is generally calculated by
subtracting voyage expenses, including bunker and port charges, from
voyage revenue and dividing the net amount (time charter equivalent
revenues) by the round-trip voyage duration.
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Time
Charter
|
|
A
charter under which a customer pays a fixed daily or monthly rate for a
fixed period of time for use of the vessel. Subject to any
restrictions in the charter, the customer decides the type and quantity of
cargo to be carried and the ports of loading and unloading. The
customer pays the voyage expenses such as fuel, canal tolls, and port
charges. The ship-owner pays all vessel operating expenses such
as the management expenses, crew costs and vessel
insurance.
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Vessel
Operating Expenses
|
|
The
costs of operating a vessel that are incurred during a charter, primarily
consisting of crew wages and associated costs, insurance premiums,
lubricants and spare parts, and repair and maintenance
costs. Vessel operating expenses exclude fuel and port charges,
which are known as “voyage expenses.” For a time charter, the
ship-owner pays vessel operating expenses. For a bareboat
charter, the charterer pays vessel operating expenses.
|
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VLCC
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|
VLCC
is the abbreviation for “very large crude carrier,” a large crude oil
tanker of approximately 200,000 to 320,000 dwt. Modern VLCCs
can generally transport two million barrels or more of crude
oil. These vessels are mainly used on the longest (long haul)
routes from the Arabian Gulf to North America, Europe, and Asia, and from
West Africa to the United States and Far Eastern
destinations.
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Voyage
Expenses
|
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Expenses
incurred due to a vessel traveling to a destination, such as fuel cost and
port charges.
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Term
|
|
Definition
|
| |
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Worldscale
|
|
Industry
name for the Worldwide Tanker Nominal Freight Scale, which is published
annually by the Worldscale Association as a rate reference for shipping
companies, brokers, and their customers engaged in the bulk shipping of
oil in the international markets. Worldscale is a list of
calculated rates for specific voyage itineraries for a standard vessel, as
defined, using defined voyage cost assumptions such as vessel speed, fuel
consumption, and port costs. Actual market rates for voyage
charters are usually quoted in terms of a percentage of
Worldscale.
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| |
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Worldscale
Flat Rate
|
|
Base
rates expressed in U.S. dollars per ton which apply to specific sea
transportation routes, calculated to give the same return as Worldscale
100.
|
| |
|
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Worldscale
Points
|
|
The
freight rate negotiated for spot voyages expressed as a percentage of the
Worldscale Flat Rate.
|
This
report contains certain forward-looking statements and information relating to
us that are based on beliefs of our management as well as assumptions made by us
and information currently available to us, in particular under the headings
“Item 4. Information on the Company” and “Item
5. Operating and Financial Review and Prospects.” When
used in this report, words such as “believe,” “intend,” “anticipate,”
“estimate,” “project,” “forecast,” “plan,” “potential,” “will,” “may,” “should,”
and “expect” and similar expressions are intended to identify forward-looking
statements but are not the exclusive means of identifying such
statements. These statements reflect our current views with respect
to future events and are based on assumptions and subject to risks and
uncertainties. Given these uncertainties, you should not place undue
reliance on these forward-looking statements. We discuss many of
these risks in this report in greater detail under the subheadings “Item
3. Key Information─Risk Factors” and “Item 5. Operating
and Financial Review and Prospects─Management’s Discussion and Analysis of
Financial Condition and Results of Operations.” These forward-looking
statements represent our estimates and assumptions only as of the date of this
report and are not intended to give any assurance as to future
results. Factors that might cause future results to differ include,
but are not limited to, the following:
|
|
●
|
future
payments of dividends and the availability of cash for payment of
dividends;
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|
|
future
operating or financial results, including with respect to the amount of
basic hire and additional hire that we may
receive;
|
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|
●
|
statements
about future, pending or recent acquisitions, business strategy, areas of
possible expansion and expected capital spending or operating
expenses;
|
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statements
about tanker industry trends, including charter rates and vessel values
and factors affecting vessel supply and
demand;
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expectations
about the availability of vessels to purchase, the time which it may take
to construct new vessels or vessels’ useful
lives;
|
|
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expectations
about the availability of insurance on commercially reasonable
terms;
|
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DHT
Maritime’s and its subsidiaries’ ability to repay the secured credit
facility;
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our
ability to obtain additional financing and to obtain replacement charters
for our vessels;
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assumptions
regarding interest rates;
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changes
in production of or demand for oil and petroleum products, either globally
or in particular regions;
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greater
than anticipated levels of Newbuilding orders or less than anticipated
rates of scrapping of older
vessels;
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changes
in trading patterns for particular commodities significantly impacting
overall tonnage requirements;
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changes
in the rate of growth of the world and various regional
economies;
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risks
incident to vessel operation, including discharge of pollutants;
and
|
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|
unanticipated
changes in laws and regulations.
|
We
undertake no obligation to publicly update or revise any forward-looking
statements contained in this report, whether as a result of new information,
future events or otherwise, except as required by law. In light of
these risks, uncertainties and assumptions, the forward-looking events discussed
in this report might not occur, and our actual results could differ materially
from those anticipated in these forward-looking statements.
Not
applicable.
Not
applicable.
A. SELECTED
FINANCIAL DATA
The
following selected consolidated financial and other data summarize historical
financial and other information for DHT Maritime for the period from January 1
through December 31, 2009, 2008, 2007, 2006 and October 18, 2005 through
December 31, 2005. For the period from January 1, 2005 through
October 17, 2005 the combined financial and other data is for DHT Maritime’s
predecessor. (In this report, we refer to the companies that owned
the Initial Vessels prior to our IPO collectively as our “predecessor,” or, in
the financial statements that form a part of this report, as “OSG Crude.”) We
have derived the selected statement of operations data set forth below for the
years ended December 31, 2009, 2008, 2007, 2006 and the period from October 18,
2005 to December 31, 2005 and the selected balance sheet data as of December 31,
2009, 2008, 2007, 2006 and 2005 from DHT Maritime’s audited financial
statements. The selected financial and other data set forth below for
the period from January 1, 2005 to October 17, 2005 have been derived from our
predecessor combined carve-out financial statements not included in this
report. This information should be read in conjunction with other
information presented in this report, including “Item 5. Operating
and Financial Review and Prospects—Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and our historical predecessor
combined carve-out financial statements and the notes thereto.
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(in
thousands, except per share data)
|
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|
Statement
of operations data:
|
|
|
|
|
Shipping
revenues
|
|
$ |
102,576 |
|
|
$ |
114,603 |
|
|
Total
ship operating expenses
|
|
|
61,384 |
|
|
|
52,123 |
|
|
Income
from vessel operations
|
|
|
41,192 |
|
|
|
62,480 |
|
|
Net
Income (loss)
|
|
|
16,846 |
|
|
|
42,148 |
|
|
Net
income per share – basic and diluted
|
|
|
0.36 |
|
|
|
1.17 |
|
|
Balance
sheet data (at end of year):
|
|
|
|
|
|
|
|
|
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Vessels,
net
|
|
|
441,036 |
|
|
|
462,387 |
|
|
Total
assets
|
|
|
517,971 |
|
|
|
531,348 |
|
|
Current
liabilities
|
|
|
25,927 |
|
|
|
25,200 |
|
|
Long-term
liabilities
|
|
|
300,120 |
|
|
|
358,325 |
|
|
Stockholders’
equity
|
|
|
191,924 |
|
|
|
147,823 |
|
|
Weighted
average number of shares (basic)
|
|
|
46,321,404 |
|
|
|
36,055,422 |
|
|
Weighted
average number of shares (diluted)
|
|
|
46,321,404 |
|
|
|
36,055,422 |
|
|
Dividends
declared per share
|
|
|
0.55 |
|
|
|
1.15 |
|
|
Cash
flow data:
|
|
|
|
|
|
|
|
|
|
Net
cash provided by operating activities
|
|
|
54,604 |
|
|
|
64,882 |
|
|
Net
cash (used in) investing activities
|
|
|
(5,411 |
) |
|
|
(81,185 |
) |
|
Net
cash provided by (used in) financing activities
|
|
|
(35,549 |
) |
|
|
64,958 |
|
|
Fleet
data:
|
|
|
|
|
|
|
|
|
|
Number
of tankers owned (at end of period)
|
|
|
9 |
|
|
|
9 |
|
|
Revenue
days(2)
|
|
|
3,138 |
|
|
|
3,190 |
|
|
Average
daily time charter equivalent rate:
|
|
|
|
|
|
|
|
|
|
VLCCs(3)
|
|
$ |
44,400 |
|
|
$ |
52,300 |
|
|
Aframaxes(3)
|
|
$ |
25,700 |
|
|
$ |
26,700 |
|
|
Average
daily bareboat rate:
|
|
|
|
|
|
|
|
|
|
Suezmaxes(4)
|
|
$ |
27,400 |
|
|
$ |
28,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in
thousands, except per share data)
|
|
|
Statement
of operations data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shipping
revenues
|
|
$ |
102,576 |
|
|
$ |
114,603 |
|
|
$ |
81,427 |
|
|
$ |
86,793 |
|
|
$ |
20,173 |
|
|
$ |
84,134 |
|
|
Total
ship operating expenses
|
|
|
61,384 |
|
|
|
52,123 |
|
|
|
40,469 |
|
|
|
37,994 |
|
|
|
7,899 |
|
|
|
35,426 |
|
|
Income
from vessel operations
|
|
|
41,192 |
|
|
|
62,480 |
|
|
|
40,958 |
|
|
|
48,799 |
|
|
|
12,274 |
|
|
|
48,708 |
|
|
Net
Income (loss)
|
|
|
16,846 |
|
|
|
42,148 |
|
|
|
27,463 |
|
|
|
35,750 |
|
|
|
9,469 |
|
|
|
43,641 |
|
|
Net
income per share – basic and diluted
|
|
|
0.36 |
|
|
|
1.17 |
|
|
|
0.91 |
|
|
|
1.19 |
|
|
|
0.32 |
|
|
|
62,344 |
|
|
Balance
sheet data (at end of year):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vessels,
net
|
|
|
441,036 |
|
|
|
462,387 |
|
|
|
398,005 |
|
|
|
322,577 |
|
|
|
339,491 |
|
|
|
|
|
|
Total
assets
|
|
|
518,930 |
|
|
|
532,496 |
|
|
|
422,208 |
|
|
|
349,040 |
|
|
|
364,062 |
|
|
|
|
|
|
Current
liabilities
|
|
|
32,573 |
|
|
|
40,673 |
|
|
|
96,633 |
|
|
|
9,625 |
|
|
|
10,828 |
|
|
|
|
|
|
Long-term
liabilities
|
|
|
294,433 |
|
|
|
344,000 |
|
|
|
253,700 |
|
|
|
236,000 |
|
|
|
236,000 |
|
|
|
|
|
|
Stockholders’
equity
|
|
|
191,924 |
|
|
|
147,823 |
|
|
|
71,875 |
|
|
|
103,415 |
|
|
|
117,234 |
|
|
|
|
|
|
Weighted
average number of shares (basic)
|
|
|
46,321,404 |
|
|
|
36,055,422 |
|
|
|
30,024,407 |
|
|
|
30,007,000 |
|
|
|
30,006,250 |
|
|
|
700 |
|
|
Weighted
average number of shares (diluted)
|
|
|
46,321,404 |
|
|
|
36,055,422 |
|
|
|
30,036,523 |
|
|
|
30,016,352 |
|
|
|
30,008,190 |
|
|
|
700 |
|
|
Dividends
declared per share
|
|
|
0.55 |
|
|
|
1.15 |
|
|
|
1.58 |
|
|
|
1.74 |
|
|
|
|
|
|
|
|
|
|
Cash
flow data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by operating activities
|
|
|
54,604 |
|
|
|
65,016 |
|
|
|
49,363 |
|
|
|
53,998 |
|
|
|
15,893 |
|
|
|
83,039 |
|
|
Net
cash (used in) investing activities
|
|
|
(5,411 |
) |
|
|
(81,185 |
) |
|
|
(101,845 |
) |
|
|
- |
|
|
|
(412,580 |
) |
|
|
(830 |
) |
|
Net
cash provided by (used in) financing activities
|
|
|
(35,549 |
) |
|
|
64,824 |
|
|
|
45,167 |
|
|
|
(52,511 |
) |
|
|
412,580 |
|
|
|
(82,209 |
) |
|
Fleet
data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
of tankers owned (at end of period)
|
|
|
9 |
|
|
|
9 |
|
|
|
8 |
|
|
|
7 |
|
|
|
7 |
|
|
|
7 |
|
|
Revenue
days(2)
|
|
|
3,138 |
|
|
|
3,190 |
|
|
|
2,514 |
|
|
|
2,482 |
|
|
|
520 |
|
|
|
1,987 |
|
|
Average
daily time charter equivalent rate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VLCCs(3)
|
|
$ |
44,400 |
|
|
$ |
52,300 |
|
|
$ |
41,500 |
|
|
$ |
46,900 |
|
|
$ |
50,300 |
|
|
$ |
53,392 |
|
|
Aframaxes(3)
|
|
$ |
25,700 |
|
|
$ |
26,700 |
|
|
$ |
25,700 |
|
|
$ |
26,200 |
|
|
$ |
30,200 |
|
|
$ |
33,296 |
|
|
Average
daily bareboat rate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Suezmaxes(4)
|
|
$ |
27,400 |
|
|
$ |
28,900 |
|
|
$ |
27,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Beginning
on January 1, 2009, DHT Maritime prepares its financial statements using
IFRS as issued by the IASB. The comparative numbers for fiscal year 2008
have also been prepared in accordance with IFRS. DHT Maritime previously
used U.S. GAAP as its financial reporting language. Information regarding
the transition is provided in Note 14 to the financial
statements.
|
|
(2)
|
Revenue
days consist of the aggregate number of calendar days in a period in which
our vessels are owned by us less days on which a vessel is off
hire. Off hire days are days a vessel is unable to perform the
services for which it is required under a time charter. Off
hire days include days spent undergoing repairs and Drydockings, whether
or not scheduled.
|
|
(3)
|
Average
daily TCE rates, are a standard industry measure of daily revenue
performance. We calculate TCE rates by dividing our TCE
revenues in a period by the number of revenue days in the
period. TCE revenues represent shipping revenues less voyage
expenses. Voyage expenses consist of cost of bunkers (fuel),
port and canal charges and brokerage commissions. For the
period commencing on October 18, 2005, TCE revenue is the sum of the basic
hire earned by our vessels under our time charters with subsidiaries of
OSG and the additional hire, if any, earned by the vessels pursuant to the
Charter Framework Agreement between DHT Maritime and
OSG. Revenue days consist of the aggregate number of calendar
days in a period in which our vessels are owned by us less days on which a
vessel is off hire. Off hire days are days a vessel is unable
to perform the services for which it is required under a time
charter. Off hire days include days spent undergoing repairs
and Drydockings, whether or not
scheduled.
|
|
(4)
|
The
2008 column includes the Overseas London from
January 28, 2008 and the Overseas Newcastle for
the whole period. The 2007 column includes the Overseas Newcastle for
the 27-day period from December 4, 2007 to December 31,
2007. Includes 33% profit sharing above TCE earnings of $35,000
per day for the Overseas
Newcastle.
|
B. CAPITALIZATION
AND INDEBTEDNESS
Not
applicable.
C. REASONS
FOR THE OFFER AND USE OF THE PROCEEDS
Not
applicable.
D. RISK
FACTORS
If
the events discussed in these Risk Factors occur, our business, financial
condition, results of operations or cash flows could be materially, adversely
affected. In such a case, the market price of our common stock could
decline. The risks described below are not the only ones that may
exist. Additional risks not currently known by us or that we deem
immaterial may also impair our business operations.
RISKS
RELATING TO OUR COMPANY
Our
dividend policy has recently been changed, and we may not pay dividends in the
future.
During
the period from our IPO through the fourth quarter of 2007, we paid dividends on
a quarterly basis in amounts determined by our board of directors substantially
equal to the available cash from our operations during the previous quarter,
less cash expenses and any reserves established by our board of
directors. In January 2008, our board of directors approved a new
dividend policy whereby stockholders of record are intended to be paid a fixed
quarterly dividend at the discretion of the board of
directors. Commencing with the first dividend payment attributable to
the 2008 fiscal year, the dividend was $0.25 per share. The dividends
paid related to the four quarters of 2008 and the first quarter of 2009 amounted
to $0.25, $0.25, $0.30, $0.30 and $0.25 per share, respectively. No
dividend was paid for the last three quarters of 2009.
The
timing and amount of future dividends, if any, could be affected by various
factors, including our earnings, financial condition and anticipated cash
requirements, the loss of a vessel, the acquisition of one or more vessels,
required capital expenditures, reserves established by our board of directors,
increased or unanticipated expenses, including insurance premiums, a change in
our dividend policy, increased borrowings, future issuances of securities or the
other risks described in this section of the report, many of which may be beyond
our control.
In
addition, our dividend policy is subject to change at any time at the discretion
of our board of directors and our board of directors may elect to change our
dividend policy by establishing a reserve for, among other things, the repayment
of the secured credit facility or to help fund the acquisition of a
vessel. Our board of directors may also decide to establish a reserve
to repay indebtedness if, as the maturity of the secured credit facility
approaches in 2017, we are no longer able to generate cash flows from our
chartering activities in amounts sufficient to meet our debt obligations and it
becomes clear that refinancing terms, or the terms of a vessel sale, are
unacceptable or inadequate. If our board of directors were to
establish such a reserve, the amount of cash available for dividend payments
would decrease by the amount of the reserve. In addition, our ability
to pay dividends is limited by Marshall Islands law. Marshall Islands
law generally prohibits the payment of dividends other than from surplus or
while a company is insolvent or if a company would be rendered insolvent by the
payment of such dividends.
Restrictive
covenants in the secured credit facility may impose certain financial and other
restrictions on DHT Maritime and its subsidiaries.
We are a
holding company and have no significant assets other than the equity interests
in our subsidiaries. DHT Maritime’s subsidiaries own all of our
vessels, and payments under our charters are made to DHT Maritime’s
subsidiaries. DHT Maritime and its subsidiaries entered into a
secured credit facility with The Royal Bank of Scotland, or
“RBS.” The secured credit facility with RBS imposes certain operating
and financial restrictions on DHT Maritime and its
subsidiaries. These restrictions may limit DHT Maritime’s and its
subsidiaries’ ability to, among other things: pay dividends, incur additional
indebtedness, change the management of vessels, permit liens on their assets,
sell vessels, merge or consolidate with, or transfer all or substantially all of
their assets to, another person, enter into certain types of charters and enter
into a line of business.
Therefore,
we may need to seek permission from RBS in order to engage in certain corporate
actions. RBS’s interests may be different from ours and we cannot
guarantee that we will be able to obtain RBS’s permission when
needed.
We
cannot assure you that we will be able to refinance any indebtedness incurred
under the secured credit facility.
In the
event that we are unable to service our debt obligations out of our chartering
activities, we may need to refinance our indebtedness and we cannot assure you
that we will be able to do so on terms that are acceptable to us or at
all. The actual or perceived credit quality of our charterers, any
defaults by them, and the market value of our fleet, among other things, may
materially affect our ability to obtain new debt financing. In
addition, our charters include provisions that will generally require us to use
our best efforts to (i) negotiate security provisions with future lenders that
would allow the charterers to continue their use of our vessels so long as they
comply with their charters, regardless of any default by us under the loan
agreement or the charters and (ii) arrange for future lenders to allow the
charterers to purchase their loans and any related security at par if we default
on our obligations under our charters or their loans. These
provisions may make it more difficult for us to obtain acceptable financing in
the future, increase the costs of any such financing to us or increase the time
that it takes to refinance our indebtedness. If we are not able to
refinance our indebtedness, we may choose to issue securities or sell certain of
our assets in order to satisfy our debt obligations. If we are unable
to meet our debt obligations for any reason, our lenders could declare their
debt, together with accrued interest and fees, to be immediately due and payable
and foreclose on vessels in our fleet, which could result in the acceleration of
other indebtedness that we may have at such time and the commencement of similar
foreclosure proceedings by other lenders.
We
are highly dependent on the charterers and OSG.
All of
our vessels are chartered to wholly-owned subsidiaries of Overseas Shipholding
Group, Inc., or “OSG,” (which we refer to collectively as the “charterers”)
pursuant to either time charters or bareboat charters. The
charterers’ payments to us under these charters are our sole source of revenue
and we are highly dependent on the performance by the charterers of their
obligations under the charters. OSG has guaranteed the payment of
charter hire by the charterers under these charters. Any failure by
the charterers or OSG, as the guarantor of charter hire payments under the
charters, to perform their obligations would materially and adversely affect our
business, financial position and cash available for the payment of
dividends. Our stockholders do not have any direct recourse against
the charterers or OSG.
We
may have difficulty managing our planned growth.
We intend
to grow our fleet by acquiring additional vessels in the future. Our
future growth will primarily depend on:
|
|
|
locating
and acquiring suitable vessels;
|
|
|
●
|
identifying
and consummating acquisitions or joint
ventures;
|
|
|
●
|
adequately
employing any acquired vessels;
|
|
|
●
|
managing
our expansion; and
|
|
|
●
|
obtaining
required financing on acceptable terms so that the acquisition is
accretive to earnings and dividends per
share.
|
Growing
any business by acquisition presents numerous risks, such as undisclosed
liabilities and obligations, the possibility that indemnification agreements
will be unenforceable or insufficient to cover potential losses and difficulties
associated with imposing common standards, controls, procedures and policies,
obtaining additional qualified personnel, managing relationships with customers
and integrating newly acquired assets and operations into existing
infrastructure. We cannot give any assurance that we will be
successful in executing our growth plans, that we will be able to employ
acquired vessels under charters or ship management agreements with similar or
better terms than those we have obtained from OSG and its subsidiaries or that
we will not incur significant expenses and losses in connection with our future
growth.
Certain
agreements between us and OSG and its affiliates may be less favorable than
agreements that we could obtain from unaffiliated third parties.
The
memoranda of agreement, time charters and other contractual agreements we have
with OSG and its affiliates with respect to our Initial Vessels (other than the
new ship management agreements entered into on January 16, 2009) were made in
the context of an affiliated relationship and were negotiated in the overall
context of the public offering of our shares, the purchase of our Initial
Vessels and other related transactions. Because we were a wholly
owned subsidiary of OSG prior to the completion of our IPO, the negotiation of
the memoranda of agreement, the time charters for our Initial Vessels, the ship
management agreements and our other contractual arrangements may have resulted
in prices and other terms that are less favorable to us than terms we might have
obtained in arm’s length negotiations with unaffiliated third parties for
similar services.
Our
charters begin to expire in 2012 unless extended at the option of the
charterers, and we may not be able to re-charter our vessels
profitably.
At the
time of our IPO, we entered into time charters with respect to our seven Initial
Vessels whereby four charters would expire approximately six years after the
date of delivery of the chartered vessel to us and three would expire
approximately five years following such date, unless in each case extended at
the option of the applicable charterer for additional one, two or three-year
periods. The charterers have the sole discretion to exercise those
options. We cannot predict whether the charterers will exercise any
of their extension options under one or more of the time
charters. The charterers do not owe any fiduciary or other duty to us
or our stockholders in deciding whether to exercise the extension options, and
the charterers’ decisions may be contrary to our interests or those of our
stockholders.
On
November 26, 2008, we entered into agreements with OSG whereby OSG exercised
part of the extension options for the Initial Vessels upon expiry of the
vessels’ initial charter periods. For two of the vessels, the
charters were extended for 18 months following the expiry of the initial charter
periods and for five of the vessels, the charters were extended for 12 months
following the expiry of the initial charter periods between April 2011 and April
2012.
We cannot
predict at this time any of the factors that the charterers will consider in
deciding whether to exercise any further extension options under the
charters. It is likely, however, that the charterers would consider a
variety of factors, which may include the age and specifications of the
chartered vessel, whether the vessel is surplus or suitable to the charterers’
requirements and whether more competitive charter hire rates are available to
the charterers in the open market at that time.
If the
charterers decide not to further extend our current time charters, we may not be
able to re-charter our vessels on terms similar to the terms of our
charters. We may also employ the vessels on the spot charter market,
which is subject to greater rate volatility than the long-term time charter
market in which we operate. If we receive lower charter rates under
replacement charters or are unable to re-charter all of our vessels, the amounts
that we have available, if any, to pay distributions to our stockholders may be
significantly reduced or eliminated.
If a time
charter is extended further, the charter terms providing for profit sharing will
remain in effect and the charterer, at the time of exercise, will have the
option to select a basic charter rate that is equal to (i) 5% above the
published one-, two- or three-year time charter rate (corresponding to the
extension length) for the vessel’s class, as decided by a shipbrokers’ panel
(subject to specified floors for certain of our vessels for the declared
extension period), or (ii) the basic hire rate set forth in the
charter. The shipbrokers’ panel will be The Association of
Shipbrokers and Agents Tanker Broker Panel or another panel of brokers mutually
acceptable to us and the charterer. If a charterer were to renew a
charter, the renewal charter rate could be lower than the charter rate in
existence prior to the renewal. Furthermore, if our charters were to
be extended further, we would not be able to take full advantage of more
favorable spot market rates, should they exist at the time of
renewal. As a result, the amounts that we have available, if any, to
pay distributions to our stockholders could be significantly
reduced.
With
respect to our two Suezmaxes currently on bareboat charter, one charter expires
in 2014 and the other charter expires in 2017. We may not be able to
re-charter our Suezmaxes on terms similar to the terms of our current bareboat
charters. We may also employ the vessels in the spot charter market,
which is subject to greater rate volatility than the long-term time charter
market in which we operate. If we receive lower charter rates under
replacement charters or are unable to re-charter our vessels, the amounts that
we have available, if any, to pay distributions to our stockholders may be
significantly reduced or eliminated.
Our
Vessels, of which seven currently operate in pools, may cease operating in those
pools.
Our three
VLCCs currently participate in the Tankers International Pool, which consists of
OSG and five other tanker companies, our two Suezmax vessels operate in the
Suezmax International Pool which has five members and two of our four Aframaxes
currently participate in the Aframax International Pool, which has eleven
members. The Overseas Ania and the Overseas Rebecca left the
Aframax International Pool in July 2008 and July 2009,
respectively. In a pooling arrangement, the net revenues generated by
all of the vessels in a pool are aggregated and distributed to pool members
pursuant to a pre-arranged weighting system that recognizes each vessel’s
earnings capacity based on its cargo capacity, speed and consumption, and actual
on-hire performance. The charterers currently operate our VLCCs in
the Tankers International Pool and two of our four Aframaxes in the Aframax
International Pool. Under our charter arrangements for these vessels,
we are entitled to share in the revenues that the charterers realize from
operating the vessels in these pools in excess of the basic hire paid to
us. Pooling arrangements are intended to maximize tanker
utilization. We cannot assure you that OSG will continue to use
pooling arrangements for those vessels or any of the vessels it manages and we
cannot assure you that any additional vessels we acquire would operate in
pools. Further, because OSG voluntarily participates in the pools, we
cannot predict whether the pools in which our vessels participate will continue
to exist in the future. In addition, the European Union has adopted
rules which substantially reform the way it regulates traditional agreements for
maritime services from an antitrust perspective. These changes may
alter the way the pools are operated. If for any reason any of our
vessels cease to participate in a pooling arrangement or the pooling
arrangements are significantly restricted, their utilization rates could fall
and the amount of additional hire paid could decrease, either of which could
have an adverse affect on our results of operations and our ability to pay
dividends.
Under
the new ship management agreements entered into with respect to the Initial
Vessels, our operating costs could materially increase, as compared to our
historical operating costs associated with the management of such
vessels.
Under the
Initial Vessels’ new ship management agreements, effective January 16, 2009,
Tanker Management Limited, or “Tanker Management,” a wholly-owned subsidiary of
OSG, is responsible for all of the technical and operational management of the
Initial Vessels and receives a technical management fee for its
services. Under the Initial Vessels’ old ship management agreements,
we paid a fixed daily fee for the cost of the vessels’ operations, including
scheduled Drydockings, for each vessel. However, under the new ship
management agreements, we pay the actual cost related to the technical
management of the Initial Vessels, plus an additional management
fee. The amounts that we have available, if any, to pay distributions
to our stockholders could be significantly impacted by changes in the cost of
operating our vessels.
OSG’s
other business activities may create conflicts of interest.
Under our
time charters with OSG, we are entitled to receive variable additional hire in
amounts based on whether a vessel is part of a pooling arrangement, is
subchartered by the charterer under a time charter or is used on the spot
market. While the Overseas Ania and the Overseas Rebecca left the
Aframax International Pool in July 2008 and July 2009, respectively, we expect
OSG to continue to operate our three VLCCs in the Tankers International Pool,
our two Suezmaxes in the Suezmax International pool and two of our four
Aframaxes in the Aframax International Pool. When operated in a pool,
chartering decisions are made by the pool manager and vessel earnings are based
on a formula designed to allocate the pool’s earnings to vessel owners based on
attributes of the vessels they contributed, rather than amounts actually earned
by those vessels. For these reasons, it is unlikely that a conflict
of interest will arise with respect to our Initial Vessels between us and OSG
while such vessels are operated in a pool. However, if OSG withdraws
from a pool or any further vessels cease operating in a pool for any other
reasons, chartering decisions will effectively be made by
OSG. Although our time charter arrangements expressly prohibit OSG
from giving preferential treatment to any of the other vessels owned, managed by
or under the control of OSG or its affiliates when sub-chartering any of our
vessels, conflicts of interest may arise between us and OSG in the allocation of
chartering opportunities that could reduce our additional hire, particularly if
our vessels are sub-chartered by OSG in the time charter market outside of a
pool. The Overseas
Ania and the Overseas
Rebecca, which left the Aframax International Pool in July 2008 and July
2009, respectively, are currently re-chartered to OSG Lightering, a subsidiary
of OSG, until October 2010 at a daily rate of $29,000 and until April 2012 at a
daily rate of $17,500, respectively, which rate also serves as the basis for the
fleet wide four quarter rolling profit sharing calculation. We are
also entitled to receive additional hire with respect to our Suezmax, the Overseas Newcastle which is
operating in the Suezmax International Pool.
DHT
Maritime and its subsidiaries are subject to restrictions in certain financing
agreements that impose constraints on their operating and financing
flexibility.
DHT
Maritime and its subsidiaries entered into a secured credit facility with RBS
under which they initially borrowed approximately $236 million under a term loan
to finance a portion of the cash purchase price for the Initial
Vessels. In addition, on December 4, 2007 DHT Maritime and its
subsidiaries borrowed $92.7 million and, on January 28, 2008, a further $90.3
million to fund the acquisition of the Suezmaxes. Subsequent to the
repayment of $75 million in October 2008 and $50 million in June 2009, the
outstanding amount under the secured credit facility is $294
million. DHT Maritime and its subsidiaries are required to apply a
substantial portion of their cash flow from operations to the payment of
interest on borrowings under the secured credit facility. The secured
credit facility, which is secured by, among other things, mortgages over all of
our vessels, assignments of earnings and insurances and pledges over certain
bank accounts, requires that DHT Maritime and its subsidiaries comply with
various operating covenants and maintain certain financial ratios, including
that the charter-free market value of the vessels that secure the secured credit
facility be no less than 120% of borrowings plus the actual or notional cost of
terminating any outstanding swap agreements to satisfy collateral maintenance
requirements and that the charter-free market value of the vessels that secure
the secured credit facility be no less than 135% of borrowings plus the actual
or notional cost of terminating any swap agreement that is entered into to pay
dividends. We pay a floating rate of interest under the secured
credit facility, although at the time of our IPO we fixed the interest rate for
five years on $236 million of our outstanding debt at a rate of 5.6% through a
swap agreement effective as of October 18, 2005. In connection with
the repayment of $50 million in June 2009, this swap was reduced from $236
million to $194 million. On October 16, 2007 we fixed the interest
rate for five years on $100 million of our outstanding debt at a rate of 5.95%
through a swap agreement with respect to $92.7 million effective as of December
4, 2007, and a further $7.3 million effective as of January 18,
2008.
We
are a holding company and we depend on the ability of our subsidiaries to
distribute funds to us in order to satisfy our financial and other
obligations.
We are a
holding company and have no significant assets other than the share holdings in
our subsidiaries. DHT Maritime’s subsidiaries own all of our vessels,
and payments under our charters are made to DHT Maritime’s
subsidiaries. As a result, our ability to pay dividends depends on
the performance of DHT Maritime’s subsidiaries and their ability to distribute
funds to us. Our ability or the ability of our subsidiaries to make
these distributions could be affected by a claim or other action by a third
party, including a creditor, or by Marshall Islands law which regulates the
payment of dividends by companies. If we are unable to obtain funds
from DHT Maritime’s subsidiaries, we will not be able to pay
dividends.
Certain
adverse U.S. federal income tax consequences could arise for U.S.
stockholders.
A foreign
corporation will be treated as a “passive foreign investment company,” or
“PFIC,” for U.S. federal income tax purposes if either (1) at least 75% of its
gross income for any taxable year consists of certain types of “passive income”
or (2) at least 50% of the average value of the corporation’s assets produce or
are held for the production of those types of “passive income.” For
purposes of these tests, “passive income” includes dividends, interest, and
gains from the sale or exchange of investment property and rents and royalties
other than rents and royalties which are received from unrelated parties in
connection with the active conduct of a trade or business. For
purposes of these tests, income derived from the performance of services does
not constitute “passive income.” U.S. stockholders of a PFIC are
subject to a disadvantageous U.S. federal income tax regime with respect to the
income derived by the PFIC, the distributions they receive from the PFIC and the
gain, if any, they derive from the sale or other disposition of their shares in
the PFIC. In particular, U.S. holders who are individuals would not
be eligible for the 15% tax rate on qualified dividends.
Based on
our operations we believe that it is more likely than not that we are not
currently a PFIC. In this regard, we intend to treat the gross income
we derive or are deemed to derive from our time chartering activities as
services income, rather than rental income. Accordingly, we believe
that it is more likely than not that our income from our chartering activities
does not constitute “passive income,” and that the assets we own and operate in
connection with the production of that income do not constitute passive
assets.
There are
legal uncertainties involved in this determination, because there is no direct
legal authority under the PFIC rules addressing our current and projected future
operations. Moreover, a recent case by the U.S. Court of Appeals for
the Fifth Circuit held that, contrary to the position of the U.S. Internal
Revenue Service, or the “IRS,” in that case, and for purposes of a different set
of rules under the Internal Revenue Code of 1986, as amended, or the
“Code,” income received under a time charter of vessels should be treated as
rental income rather than services income. If the reasoning of this
case were extended to the PFIC context, the gross income we derive or are deemed
to derive from our time chartering activities would be treated as rental income,
and we would probably be a PFIC. Accordingly, no assurance can be
given that the IRS or a U.S. court will accept the position that we are not a
PFIC, and there is a risk, particularly in light of the aforementioned case,
that the IRS or a United States court could determine that we are a
PFIC. Moreover, no assurance can be given that we would not
constitute a PFIC for any future taxable year if there were to be changes in our
assets, income or operations.
If the
IRS were to find that we are or have been a PFIC for any taxable year, our U.S.
stockholders will face adverse U.S. tax consequences. Under the PFIC
rules, unless those stockholders make an election available under the Code, such
stockholders would be liable to pay U.S. federal income tax at the then
prevailing income tax rates on ordinary income plus interest upon excess
distributions and upon any gain from the disposition of our common stock, as if
the excess distribution or gain had been recognized ratably over the
stockholder’s holding period of our common stock. The 15% maximum tax
rate for individuals would not be available for this calculation. See
“Item 10. Additional Information—Taxation—United States Federal
Income Tax Considerations” for a more comprehensive discussion of the U.S.
federal income tax consequences to U.S. stockholders if we are treated as a
PFIC.
In
addition, even if we are not a PFIC, under proposed legislation, dividends of a
corporation incorporated in a country without a “comprehensive income tax
system” paid to U.S. individuals would not be eligible for the 15% tax
rate. Although the term “comprehensive income tax system” is not
defined in the proposed legislation, we believe this rule would apply to us, and
therefore that dividends paid by us would not be eligible for the 15% tax rate,
because we are incorporated in the Marshall Islands.
Our
operating income could fail to qualify for an exemption from U.S. federal income
taxation, which will reduce our cash flow.
Under the
Code, 50% of the gross shipping income of a vessel-owning or chartering
corporation, such as us, that is attributable to transportation that begins or
ends, but that does not both begin and end, in the United States is
characterized as U.S. source shipping income and such income is subject to a 4%
U.S. federal income tax without allowance for any deductions, unless that
corporation qualifies for exemption from tax under Section 883 of the Code and
the Treasury regulations promulgated thereunder. Based on our review
of the applicable United States Securities and Exchange Commission, or “SEC,”
documents, we believe that we do qualify for this statutory tax exemption and we
will take this position for U.S. federal income tax return reporting
purposes.
However,
there are factual circumstances beyond our control that could cause us to lose
the benefit of this tax exemption in the future and thereby become subject to
U.S. federal income tax on our U.S. source income. For example, if
stockholders with a 5% or greater interest in our common stock were to
collectively own 50% or more of the outstanding shares of our common stock on
more than half the days during the taxable year, we might not be able to qualify
for exemption under Code Section 883.
If we are
not entitled to this exemption under Section 883 for any taxable year, we would
be subject for those years to a 4% U.S. federal income tax on our U.S. source
shipping income. The imposition of this tax could have a negative
effect on our business and would result in decreased earnings available for
distribution to our stockholders.
We
may be subject to taxation in the United Kingdom, which could have a material
adverse effect on our results of operations.
If we
were considered to be a resident of the United Kingdom or to have a permanent
establishment in the United Kingdom, all or a part of our profits could be
subject to UK corporate tax. We intend to operate in a manner so that
we do not have a permanent establishment in the United Kingdom and so that we
are not resident in the United Kingdom, including by locating our principal
place of business outside the United Kingdom, requiring our executive officers
to be outside of the United Kingdom when making any material decision regarding
our business or affairs and by holding all of our board of directors meetings
outside of the United Kingdom. However, because certain of our
directors reside in the United Kingdom, and because UK statutory and case law
fail to definitively identify the activities that constitute a trade being
carried on in the United Kingdom through a permanent establishment, the UK
taxing authorities may contend that we are subject to UK corporate
tax. If the UK taxing authorities made such a contention, we could
incur substantial legal costs defending our position, and, if we were
unsuccessful in our defense, our results of operations would be materially and
adversely affected.
RISKS
RELATING TO OUR INDUSTRY
Vessel
values and charter rates are volatile. Significant decreases in
values or rates could adversely affect our financial condition and results of
operations.
The
tanker industry historically has been highly cyclical. If the tanker
industry is depressed in the future when our charters expire or at a time when
we may want to sell a vessel, our earnings and available cash flow may
decrease. Our ability to re-charter our vessels on the expiration or
termination of the charters and the charter rates payable under any renewal or
replacement charters will depend upon, among other things, the conditions in the
tanker market at that time. Fluctuations in charter rates and vessel
values result from changes in the supply and demand for tanker capacity and
changes in the supply and demand for oil and oil products. Vessel
values have declined significantly during 2009 and there can be no assurance
that vessel values will not decline further from current levels or that future
charter rates will be sufficient to provide us with additional hire
payments.
The highly cyclical nature of the tanker industry may
lead to volatile changes in charter rates from time to time, which may adversely
affect our earnings.
Factors
affecting the supply and demand for tankers are outside of our control, and the
nature, timing and degree of changes in industry conditions are unpredictable
and may adversely affect the values of our vessels and result in significant
fluctuations in the amount of additional hire we earn, which could result in
significant fluctuations in our quarterly or annual results. The
factors that influence the demand for tanker capacity include:
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demand
for oil and oil products, which affect the need for tanker
capacity;
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global
and regional economic and political conditions which, among other things,
could impact the supply of oil as well as trading patterns and the demand
for various types of vessels;
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changes
in the production of crude oil, particularly by OPEC and other key
producers, which impact the need for tanker
capacity;
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developments
in international trade;
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changes
in seaborne and other transportation patterns, including changes in the
distances that cargoes are
transported;
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environmental
concerns and regulations;
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competition
from alternative sources of energy.
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The
factors that influence the supply of tanker capacity include:
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the
number of Newbuilding deliveries;
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the
scrapping rate of older vessels;
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the
number of vessels that are out of service;
and
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environmental
and maritime regulations.
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An
oversupply of new vessels may adversely affect charter rates and vessel
values.
If the
capacity of new ships delivered exceeds the capacity of tankers being scrapped
and lost, tanker capacity will increase. In addition, the Newbuilding
order book equaled approximately 30% of the existing world tanker fleet as of
February 2010 and we cannot assure you that the order book will not increase
further in proportion to the existing fleet. If the supply of tanker
capacity increases and the demand for tanker capacity does not increase
correspondingly, charter rates could materially decline and the value of our
vessels could be adversely affected.
The
amount of additional hire that we receive under our charter arrangements, if
any, will generally depend on prevailing spot market rates, which are
volatile.
Our
Initial Vessels are operated under time charters with the charterers, and
additional hire is paid to us pursuant to a charter framework agreement among us
and OSG International, Inc., or “OIN,” and certain of our and its
subsidiaries. Under the time charters, we receive a fixed minimum
daily basic charter rate and under the charter framework agreement we may also
receive additional hire. Additional hire, if any, is paid quarterly
in arrears. The amount of additional hire is subject to variation
depending on the charter hire received by the charterers through their pooling
arrangements or, if a vessel is not operated in a pool, charter rates in the
time charter or spot charter markets, each of which is highly dependent on
general tanker market conditions. One of our Suezmaxes, the Overseas Newcastle, which was
delivered to us on December 4, 2007, is operated under a bareboat charter
pursuant to which we receive a fixed minimum daily basic charter rate and may
also receive additional hire. Additional hire, if any, is paid
quarterly in arrears. The amount of additional hire is subject to
variation depending on the charter hire received by the charterer in the time
charter or spot charter markets, each of which is highly dependent on general
tanker market conditions. We cannot assure you that we will receive
additional hire for any quarter.
Terrorist attacks and international hostilities can
affect the tanker industry, which could adversely affect our
business.
Terrorist
attacks, the outbreak of war or the existence of international hostilities could
damage the world economy, adversely affect the availability of and demand for
crude oil and petroleum products and adversely affect our ability to re-charter
our vessels on the expiration or termination of the charters and the charter
rates payable under any renewal or replacement charters. We conduct
our operations internationally, and our business, financial condition and
results of operations may be adversely affected by changing economic, political
and government conditions in the countries and regions where our vessels are
employed. Moreover, we operate in a sector of the economy that is
likely to be adversely impacted by the effects of political instability,
terrorist or other attacks, war or international hostilities.
Our
vessels call on ports located in countries that are subject to restrictions
imposed by the U.S. government, which could negatively affect the trading price
of our common stock.
From time
to time, vessels in our fleet call on ports located in countries subject to
sanctions and embargoes imposed by the U.S. government and countries identified
by the U.S. government as state sponsors of terrorism. From January
1, 2009 through December 31, 2009, vessels in our fleet have made four calls to
ports in Iran out of a total of 290 calls on worldwide ports. Our
vessels’ activities during these calls have included and will continue to
include transporting oil from Iran. We had no other contacts in 2009
with countries designated state sponsors of terrorism. Although the
sanctions and embargoes imposed by the U.S. government do not prevent our
vessels from making calls to ports in these countries, potential investors could
view such port calls negatively, which could adversely affect our reputation and
the market for our common stock. Investor perception of the value of
our common stock may be adversely affected by the consequences of war, the
effects of terrorism, civil unrest and governmental actions in these and
surrounding countries.
The
value of our vessels may be depressed at a time when and in the event that we
sell a vessel.
Tanker
values have generally experienced high volatility. Investors can
expect the fair market value of our tankers to fluctuate, depending on general
economic and market conditions affecting the tanker industry and competition
from other shipping companies, types and sizes of vessels and other modes of
transportation. In addition, as vessels grow older, they generally
decline in value. These factors will affect the value of our vessels
at the time of any vessel sale. If for any reason we sell a tanker at
a time when tanker prices have fallen, the sale may be at less than the tanker’s
carrying amount on our financial statements, with the result that we would also
incur a loss on the sale and a reduction in earnings and surplus, which could
reduce our ability to pay dividends.
Vessel
values may be depressed at a time when DHT Maritime and its subsidiaries are
required to make a repayment under the secured credit facility, or when the
secured credit facility matures, which could adversely affect our liquidity and
our ability to refinance the secured credit facility.
In the
event of the sale or loss of a vessel, the secured credit facility requires DHT
Maritime and its subsidiaries to prepay the facility in an amount proportionate
to the market value of the sold or lost vessel compared with the total market
value of all of our vessels before such sale or loss. If vessel
values are depressed at such a time, our liquidity could be adversely affected
as the amount that DHT Maritime and its subsidiaries are required to repay could
be greater than the proceeds we receive from a sale. In addition,
declining tanker values could adversely affect our ability to refinance the
secured credit facility at its maturity in 2017, as the amount that a new lender
would be willing to lend on the same terms may be less than the amount we owe
under the expiring secured credit facility.
We operate in the highly competitive international
tanker market which could affect our financial position if the charterers do not
renew our charters.
The
operation of tankers and transportation of crude oil and petroleum products are
extremely competitive. Competition arises primarily from other tanker
owners, including major oil companies, as well as independent tanker companies,
some of whom have substantially larger fleets and substantially greater
resources than we do. Competition for the transportation of oil and
oil products can be intense and depends on price, location, size, age, condition
and the acceptability of the tanker and its operators to the
charterers. During the term of our charters, our exposure to this
competition is limited because of the predominantly fixed rate nature of our
charters. In the event that the charterers do not further renew the
charters when they expire (beginning in 2012) or terminate the charters for any
reason, we will have to compete with other tanker owners, including major oil
companies and independent tanker companies, for charters. Due in part
to the fragmented tanker market, competitors with greater resources may be able
to offer better prices than us, which could result in our achieving lower
revenues from our vessels.
Compliance
with environmental laws or regulations may adversely affect our
business.
Our
operations are affected by extensive and changing international, national and
local environmental protection laws, regulations, treaties, conventions and
standards in force in international waters, the jurisdictional waters of the
countries in which our vessels operate, as well as the countries of our vessels’
registration. Many of these requirements are designed to reduce the
risk of oil spills and other pollution, and our compliance with these
requirements can be costly.
These
requirements can affect the resale value or useful lives of our vessels, require
a reduction in carrying capacity, ship modifications or operational changes or
restrictions, lead to decreased availability of insurance coverage for
environmental matters or result in the denial of access to certain
jurisdictional waters or ports, or detention in, certain ports. Under
local, national and foreign laws, as well as international treaties and
conventions, we could incur material liabilities, including cleanup obligations,
in the event that there is a release of petroleum or other hazardous substances
from our vessels or otherwise in connection with our operations. We
could also become subject to personal injury or property damage claims relating
to the release of or exposure to hazardous materials associated with our current
or historic operations. Violations of or liabilities under
environmental requirements also can result in substantial penalties, fines and
other sanctions, including in certain instances, seizure or detention of our
vessels.
We could
incur significant costs, including cleanup costs, fines, penalties, third-party
claims and natural resource damages, as the result of an oil spill or other
liabilities under environmental laws. OPA affects all vessel owners
shipping oil to, from or within the United States. OPA allows for
potentially unlimited liability without regard to fault for owners, operators
and bareboat charterers of vessels for oil pollution in U.S.
waters. Similarly, the International Convention on Civil Liability
for Oil Pollution Damage, 1969, as amended, which has been adopted by most
countries outside of the United States, imposes liability for oil pollution in
international waters. OPA expressly permits individual states to
impose their own liability regimes with regard to hazardous materials and oil
pollution incidents occurring within their boundaries. Coastal states
in the United States have enacted pollution prevention liability and response
laws, many providing for unlimited liability.
OPA
provides for the scheduled phase-out of all non double-hull tankers that carry
oil in bulk in U.S. waters. IMO and the European Union also have
adopted separate phase-out schedules applicable to single-hull tankers operating
in international and EU waters. These regulations will reduce the
demand for single-hull tankers, force the remaining single-hull vessels into
less desirable trading routes, increase the number of ships trading in routes
open to single-hull vessels and could increase demands for further restrictions
in the remaining jurisdictions that permit the operation of these
vessels. As a result, single-hull vessels are likely to be chartered
less frequently and at lower rates. Although all of our tankers are
double-hulled, we cannot assure you that these regulatory programs will not
apply to vessels acquired by us in the future.
In
addition, in complying with OPA, IMO regulations, EU directives and other
existing laws and regulations and those that may be adopted, ship-owners may
incur significant additional costs in meeting new maintenance and inspection
requirements, developing contingency arrangements for potential spills and
obtaining insurance coverage. Government regulation of vessels,
particularly in the areas of safety and environmental requirements, can be
expected to become more strict in the future and require us to incur significant
capital expenditures on our vessels to keep them in compliance, or even to scrap
or sell certain vessels altogether. For example, various
jurisdictions are considering imposing more stringent requirements on air
emissions, including greenhouse gases, and on the management of ballast waters
to prevent the introduction of non-indigenous species that are considered to be
invasive. In recent years, the IMO and EU have both accelerated their
existing non-double-hull phase-out schedules in response to highly publicized
oil spills and other shipping incidents involving companies unrelated to
us. Future accidents can be expected in the industry, and such
accidents or other events could be expected to result in the adoption of even
stricter laws and regulations, which could limit our operations or our ability
to do business and which could have a material adverse effect on our business
and financial results.
The shipping industry has inherent operational risks,
which could impair the ability of the charterers to make payments to
us.
Our
tankers and their cargoes are at risk of being damaged or lost because of events
such as marine disasters, bad weather, mechanical failures, human error, war,
terrorism, piracy, environmental accidents and other circumstances or
events. In addition, transporting crude oil across a wide variety of
international jurisdictions creates a risk of business interruptions due to
political circumstances in foreign countries, hostilities, labor strikes and
boycotts, the potential for changes in tax rates or policies, and the potential
for government expropriation of our vessels. Any of these events
could impair the ability of the charterers to make payments to us under our
charters.
Our
insurance coverage may be insufficient to make us whole in the event of a
casualty to a vessel or other catastrophic event, or fail to cover all of the
inherent operational risks associated with the tanker industry.
In the
event of a casualty to a vessel or other catastrophic event, we will rely on our
insurance to pay the insured value of the vessel or the damages
incurred. Under the old ship management agreements for our Initial
Vessels, Tanker Management was responsible for arranging insurance and under the
new ship management agreements, which became effective as of January 16, 2009,
Tanker Management will, upon instruction by the company, continue to be
responsible for arranging insurance against those risks that we believe the
shipping industry commonly insures against, and we are responsible for the
premium payments on such insurance. With respect to our two
Suezmaxes, the Overseas
Newcastle and the Overseas London, which are on
bareboat charters, the charterer is responsible for arranging and paying
insurance. This insurance includes marine hull and machinery
insurance, protection and indemnity insurance, which includes pollution risks
and crew insurance, and war risk insurance. Tanker Management is also
responsible for arranging loss of hire insurance in respect of each of our
Initial Vessels, and we are responsible for the premium payments on such
insurance. This insurance generally provides coverage against
business interruption for periods of more than 21 days (in the case of our
VLCCs) or 14 days (in the case of our Aframaxes) per incident (up to a maximum
of 120 days) per incident, following any loss under our hull and machinery
policy. We will not be reimbursed under the loss of hire insurance
policies, on a per incident basis, for the first 21 days of off hire in the case
of our VLCCs and for the first 14 days in the case of our
Aframaxes. Currently, the amount of coverage for liability for
pollution, spillage and leakage available to us on commercially reasonable terms
through protection and indemnity associations and providers of excess coverage
is $1 billion per vessel per occurrence. We cannot assure you that we
will be adequately insured against all risks. If insurance premiums
increase, we may not be able to obtain adequate insurance coverage at reasonable
rates for our fleet. Additionally, our insurers may refuse to pay
particular claims. Any significant loss or liability for which we are not
insured could have a material adverse effect on our financial
condition. In addition, the loss of a vessel would adversely affect
our cash flows and results of operations.
Maritime
claimants could arrest our tankers, which could interrupt the charterers’ or our
cash flow.
Crew
members, suppliers of goods and services to a vessel, shippers of cargo and
other parties may be entitled to a maritime lien against that vessel for
unsatisfied debts, claims or damages. In many jurisdictions, a
maritime lien-holder may enforce its lien by arresting a vessel through
foreclosure proceedings. The arrest or attachment of one or more of
our vessels could interrupt the charterers’ or our cash flow and require us to
pay a significant amount of money to have the arrest lifted. In
addition, in some jurisdictions, such as South Africa, under the “sister ship”
theory of liability, a claimant may arrest both the vessel that is subject to
the claimant’s maritime lien and any “associated” vessel, which is any vessel
owned or controlled by the same owner. Claimants could try to assert
“sister ship” liability against one vessel in our fleet for claims relating to
another vessel in our fleet.
Governments could requisition our vessels during a
period of war or emergency without adequate compensation.
A
government could requisition one or more of our vessels for title or for
hire. Requisition for title occurs when a government takes control of
a vessel and becomes her owner, while requisition for hire occurs when a
government takes control of a vessel and effectively becomes her charterer at
dictated charter rates. Generally, requisitions occur during periods
of war or emergency, although governments may elect to requisition vessels in
other circumstances. Although we would be entitled to compensation in
the event of a requisition of one or more of our vessels, the amount and timing
of payment would be uncertain. Government requisition of one or more
of our vessels may negatively impact our revenues and reduce the amount of cash
we have available for distribution as dividends to our
stockholders.
RISKS
RELATING TO OUR COMMON STOCK
The
market price of our common stock may be unpredictable and volatile.
The
market price of our common stock may fluctuate due to factors such as actual or
anticipated fluctuations in our quarterly and annual results and those of other
public companies in our industry, mergers and strategic alliances in the tanker
industry, market conditions in the tanker industry, changes in government
regulation, shortfalls in our operating results from levels forecast by
securities analysts, announcements concerning us or our competitors and the
general state of the securities market. The tanker industry has been
highly unpredictable and volatile. The market for common stock in
this industry may be equally volatile. Therefore, we cannot assure
you that you will be able to sell any of our common stock you may have purchased
at a price greater than or equal to the original purchase price.
Future
sales of our common stock could cause the market price of our common stock to
decline.
The
market price of our common stock could decline due to sales of a large number of
our shares in the market or the perception that such sales could
occur. This could depress the market price of our common stock and
make it more difficult for us to sell equity securities in the future at a time
and price that we deem appropriate, or at all.
We
are incorporated in the Marshall Islands, which does not have a well-developed
body of corporate law.
Our
corporate affairs are governed by our articles of incorporation and bylaws and
by the Marshall Islands Business Corporations Act, or the “BCA.” The
provisions of the BCA resemble provisions of the corporation laws of a number of
states in the United States. However, there have been few judicial
cases in the Marshall Islands interpreting the BCA, and the rights and fiduciary
responsibilities of directors under the laws of the Marshall Islands are not as
clearly established as the rights and fiduciary responsibilities of directors
under statutes or judicial precedent in existence in the United
States. Therefore, the rights of stockholders of the Marshall Islands
may differ from the rights of stockholders of companies incorporated in the
United States. While the BCA provides that it is to be interpreted
according to the laws of the State of Delaware and other states with
substantially similar legislative provisions, there have been few, if any, court
cases interpreting the BCA in the Marshall Islands and we can not predict
whether Marshall Islands courts would reach the same conclusions that any
particular United States court would reach or has reached. Thus, you
may have more difficulty in protecting your interests in the face of actions by
the management, directors or controlling stockholders than would stockholders of
a corporation incorporated in a United States jurisdiction which has developed a
relatively more substantial body of case law.
Our
bylaws restrict stockholders from bringing certain legal action against our
officers and directors.
Our
bylaws contain a broad waiver by our stockholders of any claim or right of
action, both individually and on our behalf, against any of our officers or
directors. The waiver applies to any action taken by an officer or
director, or the failure of an officer or director to take any action, in the
performance of his or her duties, except with respect to any matter involving
any fraud or dishonesty on the part of the officer or director. This
waiver limits the right of stockholders to assert claims against our officers
and directors unless the act or failure to act involves fraud or
dishonesty.
We have anti-takeover provisions in our bylaws that
may discourage a change of control.
Our
bylaws contain provisions that could make it more difficult for a third party to
acquire us without the consent of our board of directors. These
provisions provide for:
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a
classified board of directors with staggered three-year terms, elected
without cumulative voting;
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directors
only to be removed for cause and only with the affirmative vote of holders
of at least a majority of the common stock issued and
outstanding;
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advance
notice for nominations of directors by stockholders and for stockholders
to include matters to be considered at annual
meetings;
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a
limited ability for stockholders to call special stockholder meetings;
and
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our
board of directors to determine the powers, preferences and rights of our
preferred stock and to issue the preferred stock without stockholder
approval.
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These
provisions could make it more difficult for a third party to acquire us, even if
the third party’s offer may be considered beneficial by many
stockholders. As a result, stockholders may be limited in their
ability to obtain a premium for their shares.
A. HISTORY
AND DEVELOPMENT OF THE COMPANY
General
Information
DHT
Maritime, Inc was incorporated under the name of Double Hull Tankers, Inc. in
April 2005 under the laws of the Marshall Islands. In June 2008, the
stockholders voted to approve an amendment to DHT Maritime’s articles of
incorporation to change its name to DHT Maritime, Inc. DHT Holdings, Inc. was
incorporated as an independent company under the laws of the Marshall Islands on
February 12, 2010. On March 1, 2010, DHT Maritime, Inc. effected a
series of transactions that resulted in DHT Holdings, Inc. becoming the publicly
held parent company of DHT Maritime, Inc. Our principal executive offices are
located at 26 New Street, St. Helier, Jersey, Channel Islands, JE23RA
and our telephone number at that address is +44 (0) 1534 639759.
B. BUSINESS
OVERVIEW
We
operate a fleet of double-hull tankers. As of March 25, 2010, our
fleet consists of three VLCCs which are tankers ranging in size from 200,000 to
320,000 dwt, two Suezmax tankers, which are tankers ranging in size from 130,000
to 170,000 dwt, and four Aframax tankers, which are tankers ranging in size from
80,000 to 120,000 dwt. Our fleet principally operates on
international routes and had a combined carrying capacity of 1,656,921 dwt and a
weighted average age of 9.7 years as of December 31, 2009, compared with an
average age of approximately 9.7 years for the world crude tanker
fleet.
We
acquired our seven Initial Vessels from subsidiaries of OSG on October 18, 2005
in exchange for cash and shares of our common stock and have time chartered
these vessels back to subsidiaries of OSG. In addition, on December
4, 2007 and January 28, 2008, we acquired two Suezmaxes, the Overseas Newcastle and the
Overseas London,
respectively, in exchange for cash and have bareboat chartered these vessels to
subsidiaries of OSG. OSG, one of the world’s largest bulk-shipping
companies, owns and operates a modern fleet of 129 vessels (including
Newbuildings on order) as of December 31, 2009. OSG’s fleet consists
of both internationally flagged and U.S. flagged vessels that transport crude
oil, petroleum products and dry bulk commodities.
Our
strategy is to charter our vessels primarily pursuant to multi-year charters to
take advantage of the stable cash flow associated with long-term
charters. In addition, the majority of our charter arrangements
include a profit sharing component that gives us the opportunity to earn
additional hire when vessel earnings exceed the basic hire amounts set forth in
the charters. Seven of the nine vessels are operated in the Tankers
International Pool, Suezmax International and the Aframax International Pool and
we expect our potential to earn additional hire will benefit from the higher
utilization rates realized by these pools. In a pooling arrangement,
the net revenues generated by all of the vessels in a pool are aggregated and
distributed to pool members pursuant to a pre-arranged weighting system that
recognizes each vessel’s earnings capacity based on its cargo capacity, speed
and consumption, and actual on-hire performance.
On
October 18, 2005, we agreed to time charter our Initial Vessels to subsidiaries
of OSG for terms of five to six and one-half years. Each time charter
may be renewed by the charterer on one or more successive occasions for periods
of one, two or three years, up to an aggregate of five, six or eight years,
depending on the vessel, from the initial expiration date. On
November 26, 2008, we entered into an agreement with OSG whereby OSG exercised
its option to extend the charters for the Initial Vessels upon expiry of the
vessels’ initial charter periods. For two of the vessels, the
charters were extended for 18 months after the initial charter periods expire in
October 2010 and for five of the vessels, the charters were extended for 12
months following the expiry of the initial charter periods between April 2011
and April 2012. When a time charter is renewed, the charter terms
providing for profit sharing will remain in effect and the charterer, at the
time of exercise, will have the option to select a basic charter rate that is
equal to (i) 5% above the published one-, two- or three-year time charter rate
(corresponding to the extension length) for the vessel’s class, as decided by a
shipbrokers’ panel (subject to specified floors, for certain of our vessels for
the declared extension period), or (ii) the basic hire rate set forth in the
applicable charter. The shipbrokers’ panel, which we call the “Broker
Panel”, will be The Association of Shipbrokers and Agents Tanker Broker Panel or
another panel of brokers mutually acceptable to us and the
charterer. Upon delivery to us of our Suezmax, the Overseas Newcastle, on
December 4, 2007, the vessel was bareboat chartered to a subsidiary of OSG for a
term of seven years at a basic bareboat charter rate of $26,300 per day for the
first three years of the charter term, and $25,300 per day for the last four
years of the charter term. In addition to the bareboat charter rate,
we will, through the profit sharing element of the charter agreement, earn 33%
of the vessel’s earnings above the time charter equivalent rate of $35,000 per
day for the first three years of the charter term and above $34,000 per day for
the last four years of the charter term, calculated on a four quarter rolling
average. At the end of the seven year charter term, OSG has the right
to acquire the vessel for $77 million.
Upon
delivery to us of our other Suezmax, the Overseas London, on January
28, 2008, the vessel was bareboat chartered to a subsidiary of OSG for a term of
10 years at a basic bareboat charter rate of $26,600 per day for the term of the
charter. There is no profit sharing element under this bareboat
charter. OSG has the right to acquire the vessel at the end of the
eighth, ninth and tenth year of the charter term at a price of $71 million, $67
million and $60 million, respectively. If OSG elects to exercise its
purchase option, we will, in addition to the purchase option price, receive an
amount equal to 40% of the difference between the market price of the vessel at
the time the purchase option is exercised and the purchase option
price.
CHARTER
ARRANGEMENTS
The
following summary of the material terms of our charters does not purport to be
complete and is subject to, and qualified in its entirety by reference to, all
of the provisions of the charters. Because the following is only a
summary, it does not contain all information that you may find
useful. For more complete information, you should read the entire
time charter party with amendments for each vessel listed as an exhibit to this
report.
General
– Time Charters
Effective
October 18, 2005, certain of our wholly owned subsidiaries time chartered our
Initial Vessels to the charterers for a period of five to six and one-half
years, as set forth in the table below. Each time charter may be
renewed by the charterer on one or more successive occasions for periods of one,
two or three years, up to an aggregate of five, six or eight years, depending on
the vessel. The charterer must exercise its renewal option in writing
at least 90 days prior to expiration of the existing charter
period. If a time charter is renewed, the charter terms providing for
profit sharing will remain in effect and the charterer, at the time of exercise,
will have the option to select a basic charter rate that is equal to (i) 5%
above the published one-, two- or three-year time charter rate (corresponding to
the extension length) for the vessel’s class, as decided by a shipbrokers’
panel, or (ii) the basic hire rate set forth in the charter. The
Broker Panel will be The Association of Shipbrokers and Agents Tanker Broker
Panel or another panel of brokers mutually acceptable to us and the
charterer.
On
November 26, 2008, we entered into an agreement with OSG whereby OSG exercised
its option to extend the charters for the Initial Vessels upon expiry of the
vessels’ initial charter periods. For the
Overseas Rebecca and the
Overseas Ania, the
charters were extended for 18 months after the initial charter periods expire in
October 2010 at the basic charter rate. With regards to the remaining
five vessels, the charters were extended for 12 months after the initial charter
periods expire between April 2011 and April 2012, with the basic charter hire
rate for the declared extension periods being either the basic charter rate
stipulated in the applicable charter or, if the one-year time charter rate is
lower, a base rate which is no more than $5,000 per day below the basic charter
rate stipulated in the charters.
We
guarantee the obligations of each of our subsidiaries under the time charters
and OSG guarantees each charterers’ obligation to make charter payments to
us.
|
|
|
|
|
Expiration
of
Initial Charter
|
|
Expiration
After
Extension
|
|
Maximum
Remaining
Extension
Term
|
|
Overseas
Ann
|
|
6½
years
|
|
April
17, 2012
|
|
April
16, 2013
|
|
7
years
|
|
Overseas
Chris
|
|
6
years
|
|
October
17, 2011
|
|
October
16, 2012
|
|
7
years
|
|
Overseas
Regal
|
|
5½
years
|
|
April
17, 2011
|
|
April
16, 2012
|
|
5
years
|
|
Overseas
Cathy
|
|
6¼
years
|
|
January
17, 2012
|
|
January
16, 2013
|
|
7
years
|
|
Overseas
Sophie
|
|
5¾
years
|
|
July
17, 2011
|
|
July
16, 2012
|
|
7
years
|
|
Overseas
Rebecca
|
|
5
years
|
|
October
17, 2010
|
|
April
16, 2012
|
|
3
½ years
|
|
Overseas
Ania
|
|
5
years
|
|
October
17, 2010
|
|
April
16, 2012
|
|
3 ½
years
|
The
charterers are wholly-owned subsidiaries of OSG. Under the time
charters, we are required to keep the vessels seaworthy, and to crew, operate
and maintain them, including ensuring (i) that the vessels have been approved
for trading (referred to in the industry as “vetting approvals”) by a minimum of
four major oil companies and (ii) that we do not lose any vetting approvals that
are required to maintain the vessels’ trading patterns. Tanker
Management performs those duties for us under the ship management agreements
described below. If structural changes or new equipment is required
due to changes mandated by legislation or regulation, the vessel classification
society or the standards of an oil company for which vetting approval is
required, the charterers will be required to pay the first $50,000 per year per
vessel for all such changes. To the extent the cost of all such
changes exceeds $50,000, the excess cost will be apportioned to us and the
charterer of the vessel on the basis of the ratio of the remaining charter
period and the remaining useful life of the vessel (calculated as 25 years from
the year built), with the charterers paying 50% of the apportioned
cost. Each charter also provides that the basic hire will be reduced
if the vessel does not achieve the performance specifications set forth in the
charter. Pursuant to the charters, the charterers have agreed to
endeavor to avoid or limit any liability to their customers for consequential
damages. In addition, the charterers and OSG International, Inc., or
“OIN,” have agreed to use their commercial best efforts to charter our vessels
on market terms and to ensure that preferential treatment is not given to any
other vessels owned, managed or controlled by OIN or its
affiliates.
The
charterers have a right of first offer over the sale of the applicable vessel,
which, in the event we wish to sell such vessel, requires us to offer to sell
the vessel to the applicable charterer at a price determined by a shipbrokers’
panel. The charterers are not obligated to pay us charter hire for
off hire days that include days a vessel is unable to be in service due to,
among other things, repairs or drydockings. However, we have obtained
loss of hire insurance that will generally provide coverage against business
interruption for periods of more than 21 days (in the case of our VLCCs) or 14
days (in the case of our Aframaxes) per incident (up to a maximum of 120 days
per incident), following any loss under our hull and machinery
policy.
The terms
of the time charters do not provide the charterers with an option to terminate
the charter before the end of their respective terms. However, the charterers
may terminate in the event of the total loss or constructive total loss of a
vessel, if the vessel fails an inspection by a government and/or a port state
authority, in the event the vessel fails to comply with the charter’s vetting
requirements, or in the event that the vessel is rendered unavailable for
charterers’ service for a period of thirty days or more as a result of detention
of a vessel by any governmental authority, or by any legal action against vessel
or owners, or by any strike or boycott by the vessel’s officers or
crew.
General – Bareboat Charters
On
December 4, 2007, our Suezmax, the Overseas Newcastle, was
bareboat chartered to a subsidiary of OSG for a term of seven years at a basic
bareboat charter rate of $26,300 per day for the first three years of the
charter term, and $25,300 per day for the last four years of the charter
term. According to the terms of the bareboat charter, we will be paid
this basic hire even for the days on which the vessel is not able to be in
service. In addition to the bareboat charter rate, we will, through
the profit sharing element of this charter agreement, earn 33% of the vessel’s
earnings above the time charter equivalent rate of $35,000 per day for the first
three years of the charter term and above $34,000 per day for the last four
years of the charter term, calculated on a four quarter rolling
average. At the end of the seven year charter term, OSG has the right
to acquire the vessel for $77 million.
On
January 28, 2008, our other Suezmax, the Overseas London, was bareboat
chartered to a subsidiary of OSG for a term of 10 years at a basic bareboat
charter rate of $26,000 per day for the term of the
charter. According to the terms of the bareboat charter, we will be
paid this basic hire even for the days on which the vessel is not able to be in
service. There is no profit sharing element under this bareboat
charter. OSG has the right to acquire the vessel at the end of the
eighth, ninth and tenth year of the charter term at a price of $71 million, $67
million and $60 million, respectively. If OSG elects to exercise its
purchase option, we will, in addition to the purchase option price, receive an
amount equal to 40% of the difference between the market price of the vessel at
the time the purchase option is exercised and the purchase option
price.
Basic
Hire
Under
each time charter for our Initial Vessels, the daily charter rate for each such
vessel, which we refer to as “basic hire,” is payable to us monthly in advance
and will increase annually. The basic hire under the charters for
each vessel type during each year of the initial fixed term of the charter and
the extension periods agreed to on November 26, 2008 is as follows:
|
|
|
|
|
|
|
Aframaxes
(Overseas
Cathy and Overseas Sophie )
|
|
Aframaxes
(Overseas
Rebecca
and Overseas Ania)
|
| |
1 |
|
October
17, 2006
|
|
$ |
37,200/day |
|
|
$
24,500/day
|
|
$ |
18,500/day
|
|
| |
2 |
|
October
17, 2007
|
|
37,400/day
|
|
24,700/day
|
|
18,700/day
|
| |
3 |
|
October
17, 2008
|
|
37,500/day
|
|
24,800/day
|
|
18,800/day
|
| |
4 |
|
October
17, 2009
|
|
37,600/day
|
|
24,900/day
|
|
18,900/day
|
| |
5 |
|
October
17, 2010
|
|
37,800/day
|
|
25,100/day
|
|
19,100/day
|
| |
6 |
|
October
17, 2011
|
|
38,100/day
|
|
25,400/day
|
|
19,100/day
|
| |
7 |
|
October
17, 2012
|
|
38,500/day
|
|
25,700/day
|
|
19,700/day
|
| |
8 |
|
October
17, 2012
|
|
38,800/day
|
|
26,000/day
|
|
|
____________
|
(1)
|
The
charters, including the extension options agreed to on November 26, 2008,
expire as follows for the Overseas Ann, Overseas Cathy, Overseas Chris, Overseas Sophie, Overseas Regal, Overseas Ania and Overseas
Rebecca: April 16, 2013; January 16, 2013; October 16,
2012; July 16, 2012; April 16, 2012; April 16, 2012 and April 16, 2012,
respectively.
|
Under
each Time Charter, the charterer has the option to renew the charter on one or
more successive occasions for periods of one, two or three years, up to an
aggregate of five, six or eight years, including the extensions agreed to on
November 26, 2008, depending on the vessel. Each such option will be
exercisable not less than three months prior to the then-effective charter
expiration date. If a time charter is renewed, the charter terms
providing for profit sharing will remain in effect and the charterer, at the
time of exercise, will have the option to select a basic charter rate that is
equal to (i) 5% above the published one-, two- or three-year time charter rate
(corresponding to the extension length) for the vessel’s class, as decided by
the Broker Panel (subject to specified floors for certain of our vessels for the
declared extension period), or (ii) the basic hire rate set forth in the
charter.
With
respect to our Suezmax, the
Overseas Newcastle, the basic
bareboat charter rate will be $26,300 per day for the first three years of the
charter term and $25,300 per day for the last four years of the charter
term. With respect to our other Suezmax, the
Overseas London, the basic
bareboat charter rate will be $26,600 per day for the entire ten year term of
the charter. Under each bareboat charter, the charterer does not have
the option to renew the charter at the end of the seven-year and ten-year
charter period, respectively.
Additional
Hire
Pursuant
to the charter arrangements for our Initial Vessels, the parent of each of the
charterers, OIN, has agreed to pay us quarterly in arrears a payment, which is
in addition to the basic hire we will receive under our charters, that we refer
to as additional hire. OIN will pay us additional hire on a quarterly
basis equal to 40% of the excess, if any, of the aggregate charter hire earned
(or deemed earned in the event that a vessel is operated in the spot market
outside a pool) by the charterers on all of our vessels above the aggregate
basic hire paid by the charterers to us in respect of all of our vessels during
the calculation period. OSG has guaranteed the additional hire
payments due to us under the charter framework agreement. If we sell
a vessel to a third party, the vessel will continue to be subject to the charter
framework agreement and will continue to earn additional hire, but will not be
included in our fleetwide calculations. Additional hire is calculated
on TCE basis, regardless of whether the charterers operate our vessels in a
pool, on time charters or in the spot market. However, the manner in
which charter hire is calculated for a given period depends on whether our
vessels are operated in a pool or in the time or spot charter
market. Currently, all of our VLCCs are operated in the Tankers
International Pool and two of our Aframax vessels are operated in the Aframax
International Pool. The Overseas Ania and the Overseas Rebecca left the
Aframax International Pool as of July 1, 2008 and July 16, 2009, respectively
and are re-chartered by OSG to OSG Lightering until October 2010 and April 2012,
respectively.
General
provisions regarding additional hire for our Initial Vessels.
For the First Four Fiscal
Quarters. Additional hire was calculated at the end of each
quarter through and including the quarter ending September 30, 2006 for the
period commencing on the effective date of the charters and ending on the last
day of the applicable quarter, as follows:
|
|
●
|
TCE
revenue earned or deemed earned by the charterers for all of the
applicable vessels over the calculation period is
aggregated;
|
|
|
●
|
the
basic hire earned by all of the applicable vessels during the calculation
period is aggregated;
|
|
|
●
|
additional
hire for the calculation period is equal to 40% of the excess, if any, of
the TCE revenue earned or deemed earned by the charterers over the basic
hire earned by all of the applicable
vessels;
|
|
|
●
|
additional
hire payable for the relevant quarter is equal to the excess, if any, of
the additional hire for the calculation period over the amount of
additional hire paid in respect of previous quarters;
and
|
|
|
●
|
the
calculation period for each of the four quarters beginning on the
effective date and ending on September 30, 2006 is the period commencing
on the effective date and ending on the last day of such calendar
quarter.
|
In
Subsequent Fiscal Periods. Additional hire for any calendar quarter
subsequent to September 30, 2006 will be equal to an amount that is 40% of the
excess, if any, of (i) the aggregate of the rolling four quarter weighted
average hire for all of the applicable vessels in the calendar quarter over (ii)
the aggregate of the basic hire earned by all of the applicable vessels in that
calendar quarter. The weighted average hire for each vessel is
determined by:
|
|
●
|
aggregating
all TCE revenue earned or deemed earned by the vessel in the four quarter
period ending on the last day of the quarter and dividing the result by
the number of days the vessel was on hire in that four quarter period;
and
|
|
|
●
|
multiplying
the resulting rate by the number of days the vessel was on hire in the
calendar quarter.
|
OIN is
responsible for performing the additional hire calculations each quarter,
subject to our right to review its calculations. Additional hire, if
any, is payable on the 35th day following the end of each calendar
quarter. We will not be required to refund any additional hire
payments made to us by OIN in respect of prior periods due to our vessels
earning less than the basic hire amounts.
Additional
hire for vessels operating in a pool.
General. In order
to enhance vessel utilization and earnings, OSG is a member of the Tankers
International Pool, which operates VLCCs and V Pluses, and the Aframax
International Pool, which operates Aframaxes. Our VLCCs and two of
our Aframaxes are currently operated in these pools. The Tankers
International Pool currently consists of 41 VLCCs and V Pluses, including our
three VLCCs, and the Aframax International Pool consists of 41 Aframaxes,
including two of our four Aframaxes. The large number of vessels
managed by these pools allows them to enhance vessel utilization, and therefore
vessel earnings, with backhaul cargoes and contracts of affreightment, or
“COAs,” which minimize idle time and distances traveled empty. We
therefore believe that, over a longer period of time, our potential to earn
additional hire will be enhanced by the higher utilization rates and lower
overhead costs that a vessel operating inside a pool can achieve compared with a
vessel operating independently outside of a pool.
Allocation of pool
revenues. Earnings generated by all vessels operating in a
pool are expressed on a TCE basis and then pooled and allocated based on a
pre-arranged weighting system that recognizes each vessel’s earnings capacity
based on its cargo capacity, speed and consumption and actual on-hire
performance. Earnings from vessels operating on voyage charters in
the spot market and on COAs within the pool need to be converted into TCE
revenues (by subtracting voyage expenses such as fuel and port charges) while
vessels operating on time charters within a pool do not need to be
converted. For vessels operating on voyage charters in the spot
market and on COAs, aggregated voyage expenses are deducted from aggregated
revenues to result in an aggregate net revenue amount, which is the TCE
amount. These aggregate net revenues are combined with aggregate time
charter revenues to determine aggregate pool TCE revenue. Aggregate
pool TCE revenue is then allocated to each vessel in accordance with the
allocation formula. Because OSG currently operates the majority of
the VLCCs and Aframaxes it owns and charters in the Tankers International and
Aframax International Pools, respectively, we expect that most of our VLCCs and
Aframaxes will continue to be operated in these pools and that each charterer
will earn its vessel’s share of the respective pool’s TCE revenue from the
commencement of our time charters with OSG’s subsidiaries and for so long as OSG
maintains its membership in that pool. However, OSG can withdraw from
either pool at any time, and the members of either pool can agree to change the
terms of their respective pools at any time. Furthermore, under the
current terms of the respective pool agreements, OSG may withdraw a particular
VLCC (including any of ours) from the Tankers International Pool and time
charter it to a third party for a term exceeding five years and may withdraw a
particular Aframax (including any of ours) from the Aframax International Pool
and time charter it to a third party for a term in excess of three
years. The Overseas
Ania and the Overseas
Rebecca, two of our Aframaxes, were withdrawn from the Aframax
International Pool in July 2008 and July 2009, respectively, and are
re-chartered by OSG to OSG Lightering until October 2010 and April 2012,
respectively.
The
amount of TCE revenue earned by our vessels that operate in pools is equal to
the pool earnings for those vessels, as reported to each charterer by the
respective pool manager.
Additional hire for vessels operating outside of a
pool.
Regarding
the Overseas Ania and
the Overseas Rebecca,
and if OSG withdraws more of our vessels from a pool or if a pool disbands, the
methodology for calculating TCE revenue for determination of additional hire
will differ. TCE revenue for the Overseas Ania and the Overseas Rebecca, or any
affected vessel will be equal to:
|
|
●
|
for periods under time
charters: actual time charter hire earned by the
charterer under time charters to third parties for any periods during the
quarter that the vessel operates under the time charter, less ship broker
commissions paid by the charterer to unaffiliated third parties in an
amount not to exceed 2.5% of such time charter hire and commercial
management fees paid by the charterer to unaffiliated third parties in an
amount not to exceed 1.25% of such time charter hire;
plus
|
|
|
●
|
for periods in the spot
market: the TCE revenue deemed earned by the charterer
in the spot market, calculated as described under the special provisions
referred to below. We define “spot market” periods as periods
during the quarter that a vessel is not subchartered by the charterer
under a time charter or operating in a pool and during which the vessel is
on hire under our time charter with the
charterer.
|
Special
provisions regarding the calculation of additional hire when vessels are
operated outside of a pool and not in the time charter market.
If a
vessel is operated by a charterer outside of a pool and not in the time charter
market (i.e., in the spot market) TCE revenue will be deemed earned for the
period that the vessel is operating on the spot market and is on hire under our
time charter. TCE revenue will be calculated each quarter using
averages of the daily spot rates (expressed in Worldscale Points) for the routes
specified below, as determined by the Broker Panel. We refer to these
averages as the average spot rates and we refer to these routes as the notional
routes. The average spot rates will be determined for the notional
routes as follows:
|
|
●
|
multiplying
the daily spot rate expressed in Worldscale Points (first divided by 100)
by the applicable Worldscale flat rate (expressed in U.S. dollars per ton
of cargo) for the notional route as set forth in the New Worldwide Tanker
Nominal Freight Scale issued by the Worldscale Association for the
relevant period and multiplying that product by the cargo size (in tons)
for each vessel type to calculate freight
income;
|
|
|
●
|
subtracting
voyage costs consisting of brokerage commissions of 2.5% and commercial
management costs of 1.25%, bunker costs and port charges from freight
income to calculate voyage income;
and
|
|
|
●
|
dividing
voyage income by voyage duration, including time in
port.
|
A TCE
per-day rate will be calculated based on the average spot rates reported by the
Broker Panel and weighted by the notional routes as described
below. TCE revenue for the vessel will be calculated by multiplying
the TCE per-day rate by the number of days the vessel was operating on hire
under our time charter during that quarter.
The
Broker Panel will be The Association of Shipbrokers and Agents Tanker Broker
Panel or another panel of brokers mutually acceptable to us and
OIN. If Worldscale ceases to be published, the Broker Panel shall use
its best judgment in determining the nearest alternative method of assessing the
market rates on the specified voyages.
On the
last day of each calendar quarter, OIN will instruct the Broker Panel to
determine for each notional route the average spot rate for the relevant period
during that quarter that the vessel was on hire. Periods for which a
vessel is off hire under our time charter for any reason will be excluded from
the calculation. The Broker Panel will be instructed to deliver their
assessment of the average spot rates no later than the fifth business day
following the instruction date to make such assessment. Upon receipt
of the Broker Panel’s assessment of the average spot rates, OIN will calculate
the TCE revenue deemed earned by each charterer for the relevant periods during
that quarter, and will deliver such calculation to us no later than the fifth
business day following the date on which it receives the average spot rate
assessment from the Broker Panel. Such TCE revenue amounts will be
included in the additional hire calculation for the
quarter. Determinations of the Broker Panel will be binding on us and
OIN. We and OIN will share equally the cost of such Broker Panel
assessment and of any experts engaged by the Broker Panel.
The
notional routes, cargo sizes and the weighting to be applied to each route in
calculating the TCE daily rates is as follows:
1.
Aframaxes
Puerta la
Cruz to Corpus Christi with 70,000 tons of crude (50% weight)
Sullom
Voe to Wilhelmshaven with 80,000 tons of crude (25% weight)
Banias to
Lavera with 80,000 tons of crude (25% weight)
2. VLCCs
Ras
Tanura to Chiba with 250,000 tons of crude (50% weight)
Ras
Tanura to LOOP with 280,000 tons of crude (46% weight)
Offshore
Bonny to LOOP with 260,000 tons of crude (4% weight)
The
notional routes are intended to represent routes on which Aframaxes and VLCCs
are typically traded by the charterers. If during the term of the
charter, in OIN’s reasonable opinion, any notional route ceases to be used by
Aframaxes or VLCCs, as the case may be, or the selection of bunkering ports for
purposes of determining bunker prices ceases to be representative of bunkering
practice along a notional route, OIN may, with our consent, which we may not
unreasonably withhold, instruct the Broker Panel to substitute alternative
notional routes and bunkering ports that most closely match the routes and
bunkering ports then being used by Aframaxes or VLCCs and to apply appropriate
weights to such alternative routes for such period.
If in
OIN’s reasonable opinion it becomes impractical or dangerous, due to war,
hostilities, warlike operations, civil war, civil commotion, revolution or
terrorism for Aframaxes and VLCCs to operate on the notional routes, OIN may
request our agreement, which we may not unreasonably refuse, for the average
daily rate to be determined during the period of such danger or restriction of
trading using average spot rates determined by the Broker Panel for alternative
notional routes proposed by the charterer that reasonably reflect realistic
alternative round voyage trade for Aframaxes and VLCCs during the period of such
danger or restriction of trading. In such event, the TCE revenue for
such period will be calculated using the daily spot rates for such alternative
routes and applying such weights as determined by the charterer, with our
agreement, which we may not unreasonably refuse.
Additional
details on the calculation of TCE revenue for spot periods are set forth
below:
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Calculation
of voyage duration. The voyage duration for each notional route
will be calculated for the laden and ballast legs of a round trip on such
notional route using the distance, speed and time in port specified below
for each vessel.
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Data
used in calculations. The following data will be used in the
above calculations and is subject to annual review to ensure consistency
with industry standards:
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Bunkers
in port
For Aframaxes (Overseas Cathy and
Overseas Sophie): loading 20 tons; discharging 20
tons.
For Aframaxes (Overseas Rebecca and
Overseas Ania): loading 20 tons; discharging 20
tons.
For VLCCs: loading
50 tons; discharging 200 tons.
Bunker
costs
Bunkers
used in the calculation of freight income will be determined based on speed,
distance and consumption of bunkers at sea and in port. Bunker costs
will be equal to the bunkers used multiplied by the bunker
price. Bunker prices will be as published by Platts Bunkerwire, or a
similar publication or quotation service mutually acceptable to us and the
charterer, and will be increased for barge delivery charges to reflect the
average barge delivery charges in the applicable port over the prior applicable
period.
Bunker prices for Aframaxes:
the weighted average of the daily mean prices during the spot period for Marine
Fuel Oil grade IFO 380 CST prevailing at each of Houston (50% weighting),
Rotterdam (25% weighting) and Gibraltar (25% weighting).
Bunker prices for
VLCCs: the average of the daily mean prices during the spot
period for Marine Fuel Oil grade IFO 380 CST prevailing at each of Fujairah and
Houston, averaged on an equal weighting.
Port
charges
The port
charges for each notional route will be equal to the sum of port tariffs, tugs
and other port call expenses at the loading and discharging ports, in U.S.
dollars, converted if necessary at the exchange rate in effect on the last
calendar day of the period for which the TCE day rate is being
calculated.
Time
in port
For Aframaxes: 5
days, which will be split 2 days loading, 2 days discharging and 1 day
idling.
For VLCCs: 7.5
days, which will be split 3 days loading, 3 days discharging and 1.5 days
idling.
Distance
The
distance for each notional route will be determined according to the “World-Wide
Marine Distance Tables” published by British Petroleum.
Speed
and consumption at sea
For Aframaxes (Overseas Cathy and
Overseas Sophie): 15 knots at 60 tons per day in laden
condition and 15 knots at 60 tons per day in ballast condition, less a steaming
allowance of 7.5% applied to the speeds to allow for weather and
navigation.
For Aframaxes (Overseas Rebecca and
Overseas Ania): 13.3 knots at 37 tons per day in laden
condition and 13.3 knots at 37 tons per day in ballast condition, less a
steaming allowance of 7.5% applied to the speeds to allow for weather and
navigation.
For VLCCs: 14.75
knots at 105 tons per day in laden condition and 15.75 knots at 100 tons per day
in ballast condition, less a steaming allowance of 7.5% applied to the speeds to
allow for weather and navigation.
Additional
hire for vessels operating under bareboat charter.
With
respect to one of our Suezmaxes, the Overseas Newcastle, we will,
in addition to the basic bareboat rate, earn 33% of the vessel’s earnings above
the TCE rate of $35,000 per day for the first three years of the bareboat
charter term and above $34,000 per day for the last four years of the charter
term, calculated on a four quarter rolling average. There is no
profit sharing element under the bareboat charter agreement for our other
Suezmax, the Overseas
London.
SHIP MANAGEMENT AGREEMENTS
The
following summary of the material terms of our ship management agreements does
not purport to be complete and is subject to, and qualified in its entirety by
reference to, all the provisions of the ship management
agreements. Because the following is only a summary, it does not
contain all information that you may find useful. For more complete
information, you should read the exhibit to this report which outlines the terms
and conditions of the new ship management agreements entered into by the
subsidiaries owning our Initial Vessels.
At the
time of our IPO in October 2005 each of the subsidiaries owning our Initial
Vessels entered into fixed rate ship management agreements with Tanker
Management with respect to such vessels. Effective as of January 16,
2009, Tanker Management exercised its right to cancel the ship management
agreements and effective as of the same date each of the subsidiaries owning our
Initial Vessels entered into new ship management agreements with Tanker
Management. Under the new ship management agreements, each of the
subsidiaries will pay the actual cost associated with the technical management
of the vessels in addition to an annual management fee.
Old
Ship Management Agreements
Under the
Initial Vessels’ old ship management agreements, Tanker Management was
responsible for all technical management and most of the associated costs,
including crewing, maintenance, repair, Drydockings (subject to the provisions
described below), maintaining required vetting approvals, and other vessel
operating expenses, but excluding insurance premiums and vessel
taxes. Additionally, Tanker Management was responsible for all
scheduled Drydocking costs related to our Initial Vessels.
Tanker
Management was also obligated under the old ship management agreements to
arrange for insurance for the Initial Vessels, including marine hull and
machinery insurance, protection and indemnity insurance (including pollution
risks and crew insurances), war risk insurance and loss of hire insurance and we
were responsible for the payment of all premiums.
We
obtained loss of hire insurance that generally provided coverage against
business interruption for periods of more than 21 days (in the case of our
VLCCs) or 14 (in the case of our Aframaxes) per incident (up to a maximum of 120
days) following any loss under our hull and machinery policy (mechanical
breakdown, grounding, collision or other incidence of damage that does not
result in a total loss or constructive total loss of the
vessel). Tanker Management was permitted to assign its duties under
the ship management agreements to an affiliate at any time.
Under the
old ship management agreements, we paid Tanker Management a technical management
fee in exchange for the management services and payment of costs described
above, expressed in dollars per day that was payable monthly in advance and
calculated on the actual number of days in the month. For the
management agreements, the technical management fee was fixed through October
2007 and increases by 2.5% per year thereafter until the agreements were
terminated in January 16, 2009.
Under the
old ship management agreements, Tanker Management agreed to maintain our vessels
so that they complied with the requirements of our charters and were in class
with valid certification, and to keep them in the same good order and condition
as when delivered, except for ordinary wear and tear. In addition,
Tanker Management was responsible for our fleet’s compliance with all
government, environmental and other regulations.
From
October 18, 2008, both us and Tanker Management had the right to terminate for
any reason at any time upon 90 days’ advance notice. Effective
January 16, 2009, Tanker Management exercised its right to cancel the ship
management agreements and effective as of the same date each of the subsidiaries
owning our Initial Vessels entered into new ship management agreements with
Tanker Management.
New
Ship Management Agreements
Under the
new ship management agreements for the Initial Vessels, Tanker Management
continues to be responsible for all technical management, including crewing,
maintenance, repair, Drydockings (subject to the provisions described below),
and maintaining required vetting approvals and insurance coverage. We
have agreed to guarantee the obligations of each of our subsidiaries under the
new ship management agreements.
Tanker
Management is also obligated under the new ship management agreements to arrange
for insurance for the Initial Vessels, including marine hull and machinery
insurance, protection and indemnity insurance (including pollution risks and
crew insurances), war risk insurance and loss of hire insurance and we are
responsible for the payment of all premiums.
We have
obtained loss of hire insurance that will generally provide coverage against
business interruption for periods of more than 21 days (in the case of our
VLCCs) or 14 (in the case of our Aframaxes) per incident (up to a maximum of 120
days) following any loss under our hull and machinery policy (mechanical
breakdown, grounding, collision or other incidence of damage that does not
result in a total loss or constructive total loss of the
vessel). Tanker Management is permitted to assign its duties under
the ship management agreements to an affiliate at any time.
Each new
ship management agreement is coterminous with the time charter of the associated
vessel. An extension of a time charter will trigger an extension of
the associated ship management agreement unless it is cancelled as described
below. Under each new ship management agreement, we will pay the
actual cost of operating and Drydocking of the vessel as well as an annual fixed
management fee to Tanker Management in exchange for the management
services.
Under the
new ship management agreements, Tanker Management has agreed to maintain our
vessels so that they continue to comply with the requirements of our charters
and are in class with valid certification, and to keep them in the same good
order and condition as when delivered, except for ordinary wear and
tear. In addition, Tanker Management is responsible for our fleet’s
compliance with all government, environmental and other
regulations.
The new
ship management agreements are cancelable by us or Tanker Management
for any reason at any time upon 90 days’ prior written notice to the
other. If a ship management agreement is terminated, we will be
required to pay a termination fee of $45,000 per vessel to cover costs of the
manager associated with termination. We will also be required to
obtain the consent of the applicable charterer and our lenders before we appoint
a new manager; however, such consent may not to be unreasonably
withheld.
Suezmaxes
Each of
our Suezmaxes are on bareboat charters to subsidiaries of OSG, pursuant to which
the charterer is responsible for all technical management of the vessel,
including vessel insurance. Accordingly, these vessels are not
subject to ship management agreements.
OUR
FLEET
The
following chart summarizes certain information about the nine vessels in our
current fleet.
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VLCC
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Overseas
Ann(1)
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2001
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309,327
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Marshall
Islands
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Lloyds
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Overseas
Chris(1)
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2001
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309,285
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Marshall
Islands
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Lloyds
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Overseas
Regal(1)
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1997
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309,966
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Marshall
Islands
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ABS
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Suezmax
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Overseas
Newcastle(2)
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2001
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164,626
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Marshall
Islands
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ABS
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Overseas
London(3)
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2000
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152,923
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Marshall
Islands
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DNV
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Aframax
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Overseas
Cathy(1)
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2004
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112,028
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Marshall
Islands
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ABS
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Overseas
Sophie(1)
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2003
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112,045
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Marshall
Islands
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ABS
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Overseas
Rebecca(1)
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1994
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94,873
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Marshall
Islands
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ABS
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Overseas
Ania(1)
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1994
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94,848
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Marshall
Islands
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ABS
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(1)
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Acquired
on October 18, 2005 and time chartered to a subsidiary of OSG as of that
date.
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(2)
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Acquired
on December 4, 2007 and bareboat chartered to a subsidiary of OSG as of
that date.
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(3)
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Acquired
on January 28, 2008 and bareboat chartered to a subsidiary of OSG as of
that date.
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The
Overseas Regal was
built in Japan by Universal Shipbuilding Corporation (formerly Hitachi Zosen
Corporation) and our other six Initial Vessels were built by Hyundai Heavy
Industries Co. in South Korea, in each case under full-time on-site
supervision of OSG’s in-house naval architects. The
Overseas Newcastle and the
Overseas London were
also built by Hyundai Heavy Industries Co. in South
Korea. Our vessels have been built to specifications, which, in many
areas, exceed industry and shipyard standards at the time of
construction. Our vessels incorporate coating specifications for both
the hull and the cargo tanks to minimize corrosion, reduce maintenance and help
protect the environment. As a result, we believe our vessels are
among the most efficient and safe tankers.
RISK
OF LOSS AND INSURANCE
Our
operations may be affected by a number of risks, including mechanical failure of
the vessels, collisions, property loss to the vessels, cargo loss or damage and
business interruption due to political circumstances in foreign countries,
hostilities and labor strikes. In addition, the operation of any
ocean-going vessel is subject to the inherent possibility of catastrophic marine
disaster, including oil spills and other environmental mishaps, and the
liabilities arising from owning and operating vessels in international
trade.
With
respect to our Initial Vessels, Tanker Management is responsible for arranging
for the insurance of such vessels on terms specified in the ship management
agreements, which we believe are in line with standard industry
practice. We are responsible for the payment of premiums. Tanker
Management is responsible for the payment of deductibles, up to the amounts
specified in the ship management agreements, but will not be required to
reimburse us for off hire periods that are not covered by loss of hire
insurance. In accordance with the ship management agreements, Tanker
Management has arranged for marine hull and machinery and war risks insurance,
which includes the risk of actual or constructive total loss, and protection and
indemnity insurance with mutual assurance associations. Tanker
Management has also agreed in the ship management agreements to arrange for loss
of hire insurance in respect of each of our vessels, subject to the availability
of such coverage at commercially reasonable terms. Loss of hire insurance
generally provides coverage against business interruption following any loss
under our hull and machinery policy. We have obtained loss of hire
insurance that generally provides coverage against business interruption for
periods of more than 21 days (in the case of our VLCCs) or 14 (in the case of
our Aframaxes) per incident (up to a maximum of 120 days) following any loss
under our hull and machinery policy (mechanical breakdown, grounding, collision
or other incidence of damage that does not result in a total loss of the
vessel). Currently, the amount of coverage for liability for
pollution, spillage and leakage available to us on commercially reasonable terms
through protection and indemnity associations and providers of excess coverage
is $1 billion per vessel per occurrence. Protection and indemnity
associations are mutual marine indemnity associations formed by ship-owners to
provide protection from large financial loss to one member by contribution
towards that loss by all members.
Our two
Suezmaxes, which are currently bareboat chartered to subsidiaries of OSG, are
subject to the same insurance coverage as our seven Initial
Vessels. However, under a bareboat charter arrangement, the charterer
is responsible for all insurance for the vessel, including with respect to
payment of premiums and deductibles.
We
believe that our anticipated insurance coverage will be adequate to protect us
against the accident-related risks involved in the conduct of our business and
that we will maintain appropriate levels of environmental damage and pollution
insurance coverage, consistent with standard industry
practice. However, there is no assurance that all risks are
adequately insured against, that any particular claims will be paid or that we
will be able to obtain adequate insurance coverage at commercially reasonable
rates in the future following termination of the ship management agreements and
bareboat charters.
INSPECTION BY A CLASSIFICATION SOCIETY
Every
commercial vessel’s hull and machinery is evaluated by a classification society
authorized by its country of registry. The classification society
certifies that the vessel has been built and maintained in accordance with the
rules of the classification society and complies with applicable rules and
regulations of the vessel’s country of registry and the international
conventions of which that country is a member. Each vessel is
inspected by a surveyor of the classification society in three surveys of
varying frequency and thoroughness: every year for the annual survey, every two
to three years for intermediate surveys and every four to five years for special
surveys. Should any defects be found, the classification surveyor
will issue a “recommendation” for appropriate repairs which have to be made by
the ship-owner within the time limit prescribed. Vessels may be
required, as part of the annual and intermediate survey process, to be drydocked
for inspection of the underwater portions of the vessel and for necessary repair
stemming from the inspection. Special surveys always require
Drydocking.
Each of
our vessels has been certified as being “in class” by a member society of the
International Association of Classification Societies, indicated in the table on
page 30 of this
report.
ENVIRONMENTAL
REGULATION
Government
regulation significantly affects the ownership and operation of our
tankers. They are subject to international conventions, national,
state and local laws and regulations in force in the countries in which our
tankers may operate or are registered. Under both the old and new
ship management agreements for our Initial Vessels and under the bareboat
charters for our Suezmaxes, Tanker Management and the bareboat charterers,
respectively, have assumed technical management responsibility for our fleet,
including compliance with all government and other regulations. If
our ship management agreements with Tanker Management terminate, we would
attempt to hire another party to assume this responsibility, including
compliance with the regulations described herein and any costs associated with
such compliance. However, in such event, we may be unable to hire
another party to perform these and other services, and we may incur substantial
costs to comply with environmental requirements.
A variety
of governmental and private entities subject our tankers to both scheduled and
unscheduled inspections. These entities include the local port
authorities (U.S. Coast Guard, harbor master or equivalent), classification
societies, flag state administration (country of registry) and charterers,
particularly terminal operators and oil companies. Certain of these
entities require us to obtain permits, licenses and certificates for the
operation of our tankers. Failure to maintain necessary permits or
approvals could require us to incur substantial costs or temporarily suspend
operation of one or more of our tankers.
We
believe that the heightened level of environmental and quality concerns among
insurance underwriters, regulators and charterers is leading to greater
inspection and safety requirements on all tankers and may accelerate the
scrapping of older tankers throughout the industry. Increasing
environmental concerns have created a demand for tankers that conform to the
stricter environmental standards. With respect to our Initial Vessels
and our Suezmaxes, Tanker Management and the bareboat charterers, respectively,
are required to maintain operating standards for all of our tankers emphasizing
operational safety, quality maintenance, continuous training of our officers and
crews and compliance with U.S. and international regulations. We
believe that the operation of our vessels is in substantial compliance with
applicable environmental laws and regulations; however, because such laws and
regulations are frequently changed and may impose increasingly stringent
requirements, we cannot predict the ultimate cost of complying with these
requirements, or the impact of these requirements on the resale value or useful
lives of our tankers.
INTERNATIONAL
MARITIME ORGANIZATION
In April
2001, the IMO adopted regulations under the International Convention for the
Prevention of Pollution from Ships, or “MARPOL,” requiring new tankers of 5,000
dwt and over, contracted for construction since July 6, 1993, to have double
hull, mid-deck or equivalent design. At that time, the regulations
also required the phase-out of non-double hull tankers by 2015, with tankers
having double sides or double bottoms permitted to operate until the earlier of
2017 or when the vessel reaches 25 years of age. Existing single hull
tankers were required to be phased out unless retrofitted with double hull,
mid-deck or equivalent design no later than 30 years after
delivery. These regulations were adopted by over 150 nations,
including many of the jurisdictions in which our tankers
operate. Subsequent amendments to the MARPOL regulations accelerated
the phase out of single hull tankers to 2005 for Category I vessels and 2010 for
Category II and III vessels. Category I vessels are crude oil tankers
of 20,000 dwt and above and product tankers of 30,000 dwt and above that are
pre-MARPOL Segregated Ballast Tanks, or “SBT“ tankers. Category II
tankers are crude oil tankers of 20,000 dwt and above and product tankers of
30,000 dwt and above that are post-MARPOL SBT tankers. Category III
tankers are tankers above 5,000 dwt, but below the deadweight specified for
Category I and II tankers above. The IMO may adopt additional
regulations in the future that could further restrict the operation of single
hull vessels. All of our tankers are double-hulled and are thus not
subject to phase-out under existing IMO regulations.
The
IMO has also negotiated international conventions that impose liability for oil
pollution in international waters and a signatory’s territorial
waters. In September 1997, the IMO adopted Annex VI to the
International Convention for the Prevention of Pollution from Ships to address
air pollution from ships. Annex VI, which became effective in May
2005, sets limits on sulfur oxide and nitrogen oxide emissions from ship
exhausts and prohibits deliberate emissions of ozone depleting substances, such
as chlorofluorocarbons. Annex VI also includes a global cap on the
sulfur content of fuel oil and allows for special areas to be established with
more stringent controls on sulfur emissions. All of our vessels are
currently compliant with these regulations. In October 2008, the
Marine Environment Protection Committee, or “MEPC,” of the IMO adopted
amendments to Annex VI regarding particulate matter, nitrogen oxide and sulfur
oxide emission standards which are expected to enter into force on July 1,
2010. The new standards seek to reduce air pollution from vessels by,
among other things, establishing a series of progressive standards to further
limit the sulfur content of fuel oil, which would be phased in through 2020, and
by establishing new tiers of nitrogen oxide emission standards for new marine
diesel engines, depending on their date of installation. The United
States ratified the Annex VI amendments in October 2008, thereby rendering U.S.
emissions standards equivalent to IMO requirements. Once these
amendments become effective, we may incur costs to comply with the revised
standards. Additional or new conventions, laws and regulations may be
adopted that could adversely affect the cost of operating our vessels.
Under the
International Safety Management Code, or “ISM Code,” promulgated by the IMO, the
party with operational control of a vessel is required to develop an extensive
safety management system that includes, among other things, the adoption of a
safety and environmental protection policy setting forth instructions and
procedures for operating its vessels safely and describing procedures for
responding to emergencies. Tanker Management and the charterers of
the Overseas Newcastle
and the Overseas London
will rely upon their respective safety management systems.
The ISM
Code requires that vessel operators obtain a safety management certificate for
each vessel they operate. This certificate evidences compliance by a
vessel’s management with code requirements for a safety management
system. No vessel can obtain a certificate unless its operator has
been awarded a document of compliance, issued by each flag state, under the ISM
Code. All requisite documents of compliance have been obtained with
respect to the operators of all our vessels and safety management certificates
have been issued for all our vessels for which the certificates are required by
the IMO. These documents of compliance and safety management
certificates are required to be renewed annually.
Noncompliance
with the ISM Code and other IMO regulations may subject the ship-owner or
charterer to increased liability, lead to decreases in available insurance
coverage for affected vessels and result in the denial of access to, or
detention in, some ports. For example, the U.S. Coast Guard and
European Union authorities have indicated that vessels not in compliance with
the ISM Code will be prohibited from trading in U.S. and European Union
ports.
Many
countries have ratified and follow the liability plan adopted by the IMO and set
out in the International Convention on Civil Liability for Oil Pollution Damage
of 1969, or the “1969 Convention.” Some of these countries have also
adopted the 1992 Protocol to the 1969 Convention, or the “1992
Protocol.” Under both the 1969 Convention and the 1992 Protocol, a
vessel's registered owner is strictly liable for pollution damage caused in the
territorial waters of a contracting state by discharge of persistent oil,
subject to certain complete defenses. These conventions also limit
the liability of the shipowner under certain circumstances. As these
conventions calculate liability in terms of a basket of currencies, the figures
in this section are converted into U.S. dollars based on currency exchange rates
on February 3, 2010. Under the 1969 Convention, except where the
owner is guilty of actual fault, its liability is limited to $207 per gross ton
(a unit of measurement for the total enclosed spaces within a vessel) with a
maximum liability of $21.8 million. Under the 1992 Protocol, the
owner's liability is limited except where the pollution damage results from its
personal act or omission, committed with the intent to cause such damage, or
recklessly and with knowledge that such damage would probably
result. Under the 2000 amendments to the 1992 Protocol, which became
effective on November 1, 2003, liability is limited to approximately $7.0
million plus $980 for each additional gross ton over 5,000 for vessels of 5,000
to 140,000 gross tons, and approximately $139.5 million for vessels over 140,000
gross tons, subject to the exceptions discussed above for the 1992
Protocol.
At
the international level, the IMO adopted an International Convention for the
Control and Management of Ships’ Ballast Water and Sediments in February 2004,
or the “BWM Convention.” The BWM Convention’s implementing
regulations call for a phased introduction of mandatory ballast water exchange
requirements, to be replaced in time with mandatory concentration
limits. The BWM Convention will not enter into force until 12 months
after it has been adopted by 30 states, the combined merchant fleets of which
represent not less than 35% of the gross tonnage of the world’s merchant
shipping. As of December 31, 2009, the BWM Convention had been
adopted by 21 states, representing 22.63% of the world’s tonnage.
IMO
regulations also require owners and operators of vessels to adopt Shipboard Oil
Pollution Emergency Plans, or “SOPEPs.” Periodic training and
drills for response personnel and for vessels and their crews are
required. In addition to SOPEPs, Tanker Management and the charterers
of the Overseas
Newcastle and the Overseas London have adopted
Shipboard Marine Pollution Emergency Plans for our vessels, which cover
potential releases not only of oil but of any noxious liquid
substances.
U.S.
REQUIREMENTS
The
United States regulates the tanker industry with an extensive regulatory and
liability regime for environmental protection and cleanup of oil spills,
consisting primarily of the OPA, and the Comprehensive Environmental Response,
Compensation, and Liability Act, or “CERCLA.” OPA affects all owners
and operators whose vessels trade with the United States or its territories or
possessions, or whose vessels operate in the waters of the United States, which
include the U.S. territorial sea and the 200 nautical mile exclusive economic
zone around the United States. CERCLA applies to the discharge of
hazardous substances (other than oil) whether on land or at sea. Both
OPA and CERCLA impact our business operations.
Under
OPA, vessel owners, operators and bareboat or demise charterers are “responsible
parties” who are liable, without regard to fault, for all containment and
clean-up costs and other damages, including property and natural resource
damages and economic loss without physical damage to property, arising from oil
spills and pollution from their vessels.
In
general, OPA limits the liability of responsible parties to the greater of
$2,000 per gross ton or $17,088,000 per tanker that is over 3,000 gross
tons. OPA specifically permits individual states to impose their own
liability regimes with regard to oil pollution incidents occurring within their
boundaries, and some states have enacted legislation providing for unlimited
liability for discharge of pollutants within their waters. In some
cases, states that have enacted this type of legislation have not yet issued
implementing regulations defining tanker owners’ responsibilities under these
laws. CERCLA, which applies to owners and operators of vessels,
contains a similar liability regime and provides for cleanup, removal and
natural resource damages associated with discharges of hazardous substances
(other than oil). Liability under CERCLA is limited to the greater of
$300 per gross ton or $5 million.
These
limits of liability do not apply, however, where the incident is caused by
violation of applicable U.S. federal safety, construction or operating
regulations, or by the responsible party’s gross negligence or willful
misconduct. Similarly, these limits do not apply if the responsible
party fails or refuses to report the incident or to cooperate and assist in
connection with the substance removal activities. OPA and CERCLA each
preserve the right to recover damages under existing law, including maritime
tort law.
OPA also
requires owners and operators of vessels to establish and maintain with the U.S.
Coast Guard evidence of financial responsibility sufficient to meet the limit of
their potential strict liability under the Act. The U.S. Coast Guard
has enacted regulations requiring evidence of financial responsibility
consistent with the aggregate limits of liability described above for OPA and
CERCLA. Under the regulations, evidence of financial responsibility
may be demonstrated by insurance, surety bond, self-insurance, guaranty or an
alternative method subject to approval by the Director of the U.S. Coast Guard
National Pollution Funds Center. Under OPA regulations, an owner or
operator of more than one tanker is required to demonstrate evidence of
financial responsibility for the entire fleet in an amount equal only to the
financial responsibility requirement of the tanker having the greatest maximum
strict liability under OPA and CERCLA. Tanker Management and the
charterers of the Overseas
Newcastle and the Overseas London have provided
the requisite guarantees and received certificates of financial responsibility
from the U.S. Coast Guard for each of our tankers required to have
one.
With
respect to our Initial Vessels and our Suezmaxes, Tanker Management and the
bareboat charterers, respectively, have arranged insurance for each of our
tankers with pollution liability insurance in the amount of $1
billion. However, a catastrophic spill could exceed the insurance
coverage available, in which event there could be a material adverse effect on
our business, on the charterer’s business, which could impair the charterer’s
ability to make payments to us under our charters, and on Tanker Management’s
business, which could impair Tanker Management’s ability to manage our Initial
Vessels.
Under
OPA, oil tankers as to which a contract for construction or major conversion was
put in place after June 30, 1990 are required to have double
hulls. In addition, oil tankers without double hulls will not be
permitted to come to U.S. ports or trade in U.S. waters starting in
2015. All of our vessels have double hulls.
OPA also
amended the federal Water Pollution Control Act, or “Clean Water Act,” to
require owners and operators of vessels to adopt vessel response plans for
reporting and responding to oil spill scenarios up to a “worst case” scenario
and to identify and ensure, through contracts or other approved means, the
availability of necessary private response resources to respond to a “worst case
discharge.” In addition, periodic training programs and drills for
shore and response personnel and for vessels and their crews are
required.
Vessel
response plans for our tankers operating in the waters of the United States have
been approved by the U.S. Coast Guard. In addition, the U.S. Coast
Guard has announced it intends to propose similar regulations requiring certain
vessels to prepare response plans for the release of hazardous
substances. With respect to our Initial Vessels and our Suezmaxes,
Tanker Management and the bareboat charterers, respectively, are responsible for
ensuring our vessels comply with any additional regulations.
In
addition, the Clean Water Act prohibits the discharge of oil or hazardous
substances in U.S. navigable waters and imposes strict liability in the form of
penalties for unauthorized discharges. The Clean Water Act also
imposes substantial liability for the costs of removal, remediation and damages
and complements the remedies available under the more recent OPA and CERCLA,
discussed above. The U.S. Environmental Protection Agency, or “EPA,”
regulates the discharge of ballast water and other substances in U.S. waters
under the Clean Water Act. Effective February 6, 2009, EPA
regulations require vessels 79 feet in length or longer (other than commercial
fishing vessels) to obtain coverage under a Vessel General Permit, or “VGP,”
authorizing discharges of ballast waters and other wastewaters incidental to the
operation of vessels when operating within the three-mile territorial waters or
inland waters of the United States. The VGP incorporates current U.S.
Coast Guard requirements for ballast water management as well as supplemental
ballast water requirements, and provides technology-based and water-quality
based limits for other discharges, such as deck runoff, bilge water and gray
water. Administrative provisions, such as monitoring, recordkeeping
and reporting requirements, are also included. U.S. Coast Guard
regulations adopted under the U.S. National Invasive Species Act, or “NISA,”
also impose mandatory ballast water management practices for all vessels
equipped with ballast water tanks entering U.S. waters, and the Coast Guard has
proposed new ballast water management standards and
practices. Various states have also enacted legislation restricting
ballast water discharges and the introduction of non-indigenous species
considered to be invasive. These and any similar restrictions enacted
in the future could require the installation of equipment on our vessels to
treat ballast water before it is discharged or the implementation of other port
facility disposal arrangements or procedures at potentially substantial cost,
and/or otherwise restrict our vessels from entering U.S. waters.
The
U.S. Clean Air Act, or “CAA,” requires the EPA to promulgate standards
applicable to emissions of volatile organic compounds and other air
contaminants. In December 2009, the EPA announced its intention to
publish final amendments to the emission standards for new marine diesel engines
installed on ships flagged or registered in the United States that are
consistent with standards required under recent amendments to Annex VI of
MARPOL. The new regulations include near-term standards beginning in
2011 newly built engines requiring more efficient use of engine technologies in
use today and long-term standards beginning in 2016 requiring an 80 percent
reduction in nitrogen oxide emissions below current standards. The
CAA also requires states to draft State Implementation Plans, or “SIPs,”
designed to attain national health-based air quality standards in primarily
major metropolitan and/or industrial areas. Several SIPs regulate
emissions resulting from vessel loading and unloading operations by requiring
the installation of vapor control equipment. Individual states,
including California, have attempted to regulate vessel emissions within state
waters. California also has adopted fuel content regulations that
will apply to all vessels sailing within 24 miles of the California coastline
and whose itineraries call for them to enter any California ports, terminal
facilities, or internal or estuarine waters. In addition, the United
States has requested IMO to designate the area extending 200 miles from the
territorial sea baseline adjacent to the Atlantic/Gulf and Pacific coasts and
the Hawaiian Islands as Emission Control Areas under the MARPOL Annex VI
amendments. If the IMO approves the Emission Control Areas, or other
new or more stringent emissions control standards requirements relating to
emissions from marine diesel engines or port operations by vessels are adopted
by the EPA or individual states in the future, compliance with such requirements
could apply in the Emission Control Areas that would cause us to incur
additional costs.
EUROPEAN
UNION TANKER RESTRICTIONS
In July
2003, in response to the Prestige oil spill in November 2002, the European Union
adopted legislation that prohibits all single hull tankers used for the
transport of oil from entering into its ports or offshore terminals starting in
2010. The European Union, following the lead of certain European
Union nations such as Italy and Spain, has also banned all single hull tankers
carrying heavy grades of oil from entering or leaving its ports or offshore
terminals or anchoring in areas under its jurisdiction. Commencing in
April 2005, certain single hull tankers above 15 years of age are also
restricted from entering or leaving European Union ports or offshore terminals
and anchoring in areas under European Union jurisdiction. All of our
tankers are double hulled. The European Union has also adopted
legislation that (1) bans manifestly sub-standard vessels (defined as those over
15 years old that have been detained by port authorities at least twice in a six
month period) from European waters, creates an obligation of port states to
inspect at least 25% of vessels using these ports annually and provides for
increased surveillance of vessels posing a high risk to maritime safety or the
marine environment and (2) provides the European Union with greater authority
and control over vessel classification societies, including the ability to seek
to suspend or revoke the authority of negligent societies. In
addition, the European Union is considering the adoption of criminal sanctions
for certain pollution events, such as the unauthorized discharge of tank
washings. Certain member states of the European Union, by virtue of
their national legislation, already impose criminal sanctions for pollution
events under certain circumstances. It is impossible to predict what
additional legislation or regulations, if any, may be promulgated by the
European Union or any other country or authority.
GREENHOUSE
GAS REGULATION
In
February 2005, the Kyoto Protocol to the United Nations Framework Convention on
Climate Change entered into force. Currently, the emissions of
greenhouse gases from international shipping are not subject to the Kyoto
Protocol. However, a new treaty may be adopted in the future that
includes restrictions on shipping emissions, International or
multinational bodies or individual countries also may adopt their own climate
change regulatory initiatives. The IMO recently announced its
intention to develop reduction measures for greenhouse gases from international
shipping in 2010. The European Union has indicated that it intends to
propose an expansion of the existing European Union emissions trading scheme to
include emissions of greenhouse gases from vessels. In the United
States, the California Attorney General and a coalition of environmental groups
in October 2007 petitioned the EPA to regulate greenhouse gas emissions from
ocean-going vessels under the Clean Air Act. Climate change
initiatives are also being considered in the U.S. Congress. These or
other developments may result in U.S. federal regulations relating to the
control of greenhouse gas emissions. Any passage of climate control
legislation or other regulatory initiatives by the IMO, European Union, or
individual nations or states where we operate that restrict emissions of
greenhouse gases could entail financial impacts on our operations that we cannot
predict with certainty at this time.
VESSEL SECURITY REGULATIONS
As of
July 1, 2004, all ships involved in international commerce and the port
facilities that interface with those ships must comply with the new
International Code for the Security of Ships and of Port Facilities, or “ISPS
Code.” The ISPS Code, which was adopted by the IMO in December 2002,
provides a set of measures and procedures to prevent acts of terrorism, which
threaten the security of passengers and crew and the safety of ships and port
facilities. All of our vessels have obtained an International Ship
Security Certificate, or “ISSC,” from a recognized security organization
approved by the vessel’s flag state and each vessel has developed and
implemented an approved Ship Security Plan.
LEGAL
PROCEEDINGS
The
nature of our business, which involves the acquisition, chartering and ownership
of our vessels, exposes us to the risk of lawsuits for damages or penalties
relating to, among other things, personal injury, property casualty and
environmental contamination. Under rules related to maritime
proceedings, certain claimants may be entitled to attach charter hire payable to
us in certain circumstances. There are no actions or claims pending
against us as of the date of this report.
C. ORGANIZATIONAL
STRUCTURE
The
following table sets forth our significant subsidiaries and the vessels owned by
each of those subsidiaries as of December 31, 2009.
|
|
|
|
|
State
of Jurisdiction or
Incorporation
|
|
|
|
Ania
Aframax Corporation
|
|
Overseas
Ania
|
|
Marshall
Islands
|
|
100%
|
|
Ann
Tanker Corporation
|
|
Overseas
Ann
|
|
Marshall
Islands
|
|
100%
|
|
Cathy
Tanker Corporation
|
|
Overseas
Cathy
|
|
Marshall
Islands
|
|
100%
|
|
Chris
Tanker Corporation
|
|
Overseas
Chris
|
|
Marshall
Islands
|
|
100%
|
|
London
Tanker Corporation
|
|
Overseas
London
|
|
Marshall
Islands
|
|
100%
|
|
Newcastle
Tanker Corporation
|
|
Overseas
Newcastle
|
|
Marshall
Islands
|
|
100%
|
|
Rebecca
Tanker Corporation
|
|
Overseas
Rebecca
|
|
Marshall
Islands
|
|
100%
|
|
Regal
Unity Tanker Corporation
|
|
Overseas
Regal
|
|
Marshall
Islands
|
|
100%
|
|
Sophie
Tanker Corporation
|
|
Overseas
Sophie
|
|
Marshall
Islands
|
|
100%
|
D. PROPERTY,
PLANT AND EQUIPMENT
We own a
modern fleet of double hull crude oil tankers. The following table
sets forth the vessels comprising our fleet as of December 31,
2009.
|
|
|
|
|
|
|
|
|
|
|
Overseas
Ann
|
|
VLCC
|
|
309,327
|
|
Double-Hull
|
|
Marshall
Islands
|
|
Overseas
Chris
|
|
VLCC
|
|
309,285
|
|
Double-Hull
|
|
Marshall
Islands
|
|
Overseas
Regal
|
|
VLCC
|
|
309,966
|
|
Double-Hull
|
|
Marshall
Islands
|
|
Overseas
London
|
|
Suezmax
|
|
152,923
|
|
Double-Hull
|
|
Marshall
Islands
|
|
Overseas
Newcastle
|
|
Suezmax
|
|
164,626
|
|
Double-Hull
|
|
Marshall
Islands
|
|
Overseas
Cathy
|
|
Aframax
|
|
112,028
|
|
Double-Hull
|
|
Marshall
Islands
|
|
Overseas
Sophie
|
|
Aframax
|
|
112,045
|
|
Double-Hull
|
|
Marshall
Islands
|
|
Overseas
Rebecca
|
|
Aframax
|
|
94,873
|
|
Double-Hull
|
|
Marshall
Islands
|
|
Overseas
Ania
|
|
Aframax
|
|
94,848
|
|
Double-Hull
|
|
Marshall
Islands
|
None.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
You
should read the following discussion and analysis in conjunction with our
consolidated financial statements, and the related notes included elsewhere in
this report. This Management’s Discussion and Analysis of Financial
Condition and Results of Operations contains forward-looking statements based on
assumptions about our future business. Please see “Cautionary Note
Regarding Forward-Looking Statements” for a discussion of the risks,
uncertainties and assumptions relating to these statements. Our
actual results may differ from those contained in the forward-looking statements
and such differences may be material.
Beginning
on January 1, 2009, DHT Maritime prepares its consolidated financial statements
in accordance with IFRS, as issued by the IASB. The comparative
financial statements for the fiscal year 2008 have also been prepared in
accordance with IFRS. For all prior periods, DHT Maritime had
prepared its consolidated financial statements in accordance with U.S. GAAP,
which differ in certain respects from IFRS.
BUSINESS
On
October 18, 2005, we acquired the seven vessels comprising the
Initial Vessels. We have chartered these Initial Vessels to
subsidiaries of OSG under fixed rate charters for minimum terms of five to six
and one-half years. The charters commenced on the delivery of the
vessels to us. The charters also contain various options for the
charterers to extend the minimum terms of the charters in increments of one, two
or three years up to a maximum of five, six or eight years, depending on the
vessel, from the initial expiration date. On November 26, 2008, we
entered into an agreement with OSG whereby OSG exercised part of the extension
options for the Initial Vessels upon expiry of the vessels’ initial charter
periods. For two of the vessels, the charters were extended for 18
months after the initial charter periods expiring in October 2010 and for five
of the vessels, the charters were extended for 12 months following the expiry of
the initial charter periods between April 2011 and April 2012. On
December 4, 2007 and January 28, 2008, respectively, we acquired two Suezmaxes
and upon delivery bareboat chartered these vessels to subsidiaries of OSG for
fixed terms of seven years and ten years, respectively. See the
section of this report entitled “Item 4. Information on the
Company—Business Overview—Charter Arrangements” for a more detailed description
of our charter arrangements. We previously entered into ship
management agreements with a subsidiary of OSG for the technical management of
our Initial Vessels that substantially fixed our operating expenses (excluding
insurance premiums and vessel taxes). However, effective January 16,
2009, we entered into new technical management agreements with the same
subsidiary of OSG, under which we will pay the actual cost related to the
technical management of the Initial Vessels as well as a fixed management fee
for the services provided. See the section of this report entitled
“Item 4. Information on the Company—Business Overview—Ship Management
Agreements” for a more detailed description of our ship management
agreements. We expect that for so long as our chartering arrangements
are in place with OSG, our revenues will be generated primarily from time
charter and bareboat payments made to us by subsidiaries of
OSG. Under the bareboat charters for our two Suezmaxes, the charterer
is responsible for paying all operating costs associated with the
vessels. Accordingly, we do not incur any operating expenses
associated with these vessels. In addition, under our bareboat
charters, we will continue to receive the basic bareboat charter rate even
during such periods that the vessel is not able to operate. As long
as our Initial Vessels subject to time charters are not off hire, we will
receive revenue amounts at least equal to the sum of the basic hire payments due
under our time charters and bareboat charters.
FACTORS
AFFECTING OUR RESULTS
The
principal factors that affect our results of operations and financial condition
include:
|
|
●
|
the
fixed basic charter rate that we are paid under our
charters;
|
|
|
●
|
the
amount of additional hire that we receive under our charter
arrangements;
|
|
|
●
|
with
respect to our Initial Vessels, the number of off hire days during which
we will not be entitled, under our charter arrangements, to receive either
the fixed basic charter rate or additional
hire;
|
|
|
●
|
the
amount of daily technical management fees payable under our ship
management agreements;
|
|
|
●
|
our
general and administrative and other
expenses;
|
|
|
●
|
our
insurance premiums and vessel
taxes;
|
|
|
●
|
any
future vessel acquisitions; and
|
Our
revenues are principally derived from fixed rate time charters and bareboat
charters with subsidiaries of OSG to which all our vessels have been
chartered. In addition, the amount of additional hire that we receive
under our charter arrangements is dependent on the revenues generated by our
vessels. These revenues are sensitive to patterns of supply and
demand. Rates for the transportation of crude oil are determined by
market forces, such as the supply and demand for oil, the distance that cargoes
must be transported and the number of vessels expected to be available at the
time such cargoes need to be transported. The demand for oil
shipments is significantly affected by the state of the global
economy. The number of vessels is affected by Newbuilding deliveries
and by the removal of existing vessels from service. The tanker
industry has historically been highly cyclical, experiencing volatility in
profitability, vessel values and freight rates.
Our
expenses are expected to consist primarily of daily technical management fees
payable under our ship management agreements, interest expense, insurance
premiums, vessel taxes, financing expenses and general and administrative
expenses. With respect to our Initial Vessels, our vessel-owning
subsidiaries previously entered into ship management agreements with Tanker
Management Ltd. (Tanker Management or “TML”), a subsidiary of OSG,
under which it is responsible for technical management of the vessels, including
crewing, maintenance and ordinary repairs, scheduled Drydockings, stores and
supplies and lubricating oils. Under these agreements, we paid a
fixed daily fee (subject to a 2.5% annually increase after October 2007) for the
cost of vessels’ operations, including scheduled Drydockings, for each
vessel. The terms of the old agreements provided both us and Tanker
Management the right to cancel these agreements for any reason at any time upon
90 days’ advance notice from October 2008 onwards. Effective as of
January 16, 2009, Tanker Management exercised its right to cancel the technical
management agreements with respect to the Initial Vessels. Effective
as of the same date, we entered into new technical management agreements with
Tanker Management according to which we will pay the actual cost of the vessels’
operations, including dry-docking for each vessel and a fixed annual management
fee for the technical management of the Initial Vessels.
The
charterers of each vessel pay us a fixed basic charter rate monthly in advance
with additional hire, if any, paid quarterly in arrears. We pay daily
technical management fees under our ship management agreements monthly in
advance. We are required to pay interest under our secured credit
facility quarterly, insurance premiums either annually or more frequently
(depending on the policy) and our vessel taxes annually.
The
following table sets forth the average daily TCE rates earned by our VLCCs and
Aframaxes and daily bareboat rate earned by our Suezmaxes during the last three
years.
|
|
|
Year
Ended
December
31, 2009
|
|
|
Year
Ended
December
31, 2008
|
|
|
Year
Ended
December
31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VLCCs
(TCE)
|
|
$ |
44,400 |
|
|
$ |
52,300 |
|
|
$ |
41,500 |
|
|
Suezmaxes
(Bareboat)(1)
|
|
$ |
27,400 |
|
|
$ |
28,900 |
|
|
$ |
27,400 |
|
|
Aframaxes
(TCE)
|
|
$ |
25,700 |
|
|
$ |
26,700 |
|
|
$ |
25,700 |
|
|
(1)
|
Overseas Newcastle only
for the 27 day period from December 4, 2007 to December 31, 2007 and the
full year 2008 and 2009 and the Overseas London for the
period from January 18, 2008 to December 31, 2008 and the full year
2009.
|
CRITICAL ACCOUNTING POLICIES
The
financial statements for DHT Maritime for fiscal years 2008 and 2009 have been
prepared in accordance with IFRS, as issued by the IASB which require us to make
estimates in the application of our accounting policies based on the best
assumptions, judgments, and opinions of management. Following is a
discussion of the accounting policies that involve a higher degree of judgment
and the methods of their application. For a complete description of
all of our material accounting policies, see Note 2 to our consolidated
financial statements, included as Item 18 to this report.
Revenue
Recognition
Both
prior to and following our IPO, our Initial Vessels have generated revenue by
operating in pools, whereby shipping revenue and voyage expenses are pooled and
allocated to each pool’s participants on a TCE basis in accordance with an
agreed-upon formula. For vessels operating in pools shipping revenues
are substantially the same as TCE revenues.
Our three
VLCCs participate in the Tankers International Pool and our four Aframaxes
participate in the Aframax International Pool (the Overseas Ania left the
Aframax International Pool as of July 1, 2008). Each of these pools
generate a majority of its revenue from voyage charters. Within the
shipping industry, there are two methods used to account for voyage revenues:
(1) ratably over the estimated length of each voyage and (2) completed
voyage. The recognition of voyage revenues ratably over the estimated
length of each voyage is the most prevalent method of accounting for voyage
revenues and the method used by the pools in which we
participate. Under each method, voyages may be calculated on either a
load-to-load or discharge-to-discharge basis. In applying its revenue
recognition method, management of each of the pools believes that the
discharge-to-discharge basis of calculating voyages more accurately estimates
voyage results than the load-to-load basis. Since, at the time of
discharge, management generally knows the next load port and expected discharge
port, the discharge-to-discharge calculation of voyage revenues can be estimated
with a greater degree of accuracy. Revenues from time charters
performed by vessels in the pools are accounted for as operating leases and are
recognized on a straight line basis over the periods of such charters, as
service is performed. Each of the pools does not begin recognizing
voyage revenue until a charter has been agreed to by both the pool and the
customer, even if the vessel has discharged its cargo and is sailing to the
anticipated load port on its next voyage.
We
acquired our two Suezmaxes on December 4, 2007 and January 28, 2008,
respectively. These vessels are on bareboat charters to subsidiaries
of OSG and do not participate in pools. Revenues from bareboat
charters are accounted for as operating leases and are recognized on a straight
line basis over the periods of such charters, as service is
performed.
Vessel
Lives and Impairment
With
respect to our Initial Vessels, the carrying value of each vessel represents its
original cost at the time it was delivered less depreciation calculated using an
estimated useful life of 25 years from the date such vessel was originally
delivered from the shipyard less impairment if any. In the shipping
industry, use of a 25-year life has become the standard. The actual
life of a vessel may be different and the useful life of the vessels are
reviewed at year end, with the effect of any changes in estimate accounted for
on a prospective basis. We have evaluated the impact of the revisions
to MARPOL Regulation 13G that became effective April 5, 2005 and the EU
regulations that went into force on October 21, 2003 on the economic lives
assigned to the fleet. Because the fleet consists of modern, double
hull vessels, the revised regulations do not affect any of our
vessels. If the economic lives assigned to the tankers prove to be
too long because of new regulations or other future events, higher depreciation
expense and impairment losses could result in future periods related to a
reduction in the useful lives of any affected vessels.
With
respect to our two Suezmaxes, the carrying value of each vessel represents the
cost to us when the vessel was acquired less depreciation calculated using an
estimated useful life of 25 years from the date such vessel was originally
delivered from the shipyard.
The
carrying values of our vessels may not represent their fair market value at any
point in time since the market prices of second-hand vessels tend to fluctuate
with changes in charter rates and the cost of
Newbuildings. Historically, both charter rates and vessel values have
been cyclical. We record impairment losses only when events occur
that cause us to believe that discounted future cash flows for any individual
vessel will be less than its carrying value. The carrying amounts of
vessels held and used by us are reviewed for potential impairment whenever
events or changes in circumstances indicate that the carrying amount of a
particular vessel may not be fully recoverable. In such instances the
vessel is considered impaired and is written down to its recoverable
amount. This assessment is usually made at the individual vessel
level, however, in situations where vessels are expected to operate in a
commercial pool over a longer period, impairment tests can be performed for all
of our vessels operating within a single pool on a combined basis.
In
developing estimates of future cash flows, we must make assumptions about future
charter rates, ship operating expenses and the estimated remaining useful lives
of the vessels. These assumptions are based on historical trends as
well as future expectations. Although management believes that the
assumptions used to evaluate potential impairment are reasonable and
appropriate, such assumptions are highly subjective.
RESULTS
OF OPERATIONS
All
figures are presented in accordance with IFRS, as issued by the
IASB.
Income
from Vessel Operations
Shipping
revenues decreased by $12,027,000, or 10.5%, to $102,576,000 in 2009 from
$114,603,000 in 2008. This decrease was attributable to lower freight
rates in 2009 which reduced additional hire.
Vessel
expenses increased by $8,625,000 in 2009, to $30,034,000 from $21,409,000 in
2008, mainly as a result of the new technical management agreements we entered
into with OSG effective January 16, 2009, under which we pay the actual cost
related to the technical management of the Initial Vessels. See the
section of this report entitled “Item 4. Information on the
Company—Business Overview—Ship Management Agreements” for a more detailed
description of our ship management agreements.
Depreciation
and amortization increased by $814,000 in 2009, to $26,762,000 from $25,948,000
in 2008 principally as a result of dry docking expenses being capitalized and
amortized over the period to the next estimated dry docking.
General
and Administrative Expenses
General
and administrative expenses declined by $178,000 to $4,588,000 in 2009 from
$4,766,000 in 2008.
General
and administrative expenses for 2009 and 2008 include directors’ fees and
expenses, the salary and benefits of our executive officers, legal fees, fees of
independent auditors and advisors, directors and officers insurance, rent and
miscellaneous fees and expenses.
Interest
Expense and Amortization of Deferred Debt Issuance Cost
Interest
expense declined by $3,774,000 to $18,130,000 in 2009 from $21,904,000 in 2008
principally as a result of the principal repayment of $75,000,000 in October
2008 and $50,000,000 in June 2009 under the secured loan facility agreement, as
amended, or the “Secured Loan Facility Agreement,” with RBS.
LIQUIDITY AND SOURCES OF CAPITAL
We
operate in a capital intensive industry. We financed the acquisition
of our Initial Vessels with the net proceeds of our IPO, borrowings under the
secured credit facility and through the issuance of shares of our common stock
to a subsidiary of OSG. We financed the acquisition of the Overseas Newcastle on
December 4, 2007, and the Overseas London on January
28, 2008, with borrowings under the secured credit facility. Our
working capital requirements relate to our operating expenses, including
payments under our ship management agreements, payments of interest, payments of
insurance premiums, payments of vessel taxes and the payment of principal under
the secured credit facility. We fund our working capital requirements
with cash from operations. We collect our basic hire monthly in
advance and pay our estimated ship management fees monthly in
advance. We receive additional hire payable quarterly in
arrears. During the period from our IPO through the fourth quarter of
2007, we paid dividends on a quarterly basis in amounts determined by our board
of directors substantially equal to the available cash from our operations
during the previous quarter, less cash expenses and any reserves established by
our board of directors. In January 2008, our board of directors
approved a new dividend policy intended to provide the stockholders with a fixed
quarterly dividend subject to the discretion of the board of
directors. Commencing with the first dividend payment attributable to
the 2008 fiscal year, the dividend payment was $0.25 per common
share. For the last three quarters related to the 2009 fiscal year
DHT Maritime did not pay any dividend. Since our IPO, we have paid
the following dividends:
|
Operating
period
|
|
Total
payment
|
|
Per
share
|
|
Record
date
|
|
Payment
date
|
|
Oct.18-Dec.
31 2005
|
|
$12.9 million
|
|
$
0.43 |
|
March
10, 2006
|
|
March
24, 2006
|
|
Jan.
1-March 31 2006
|
|
$15.9 million
|
|
$
0.53 |
|
June 1,
2006
|
|
June
16, 2006
|
|
April
1-June 30 2006
|
|
$10.8 million
|
|
$
0.36 |
|
August
18, 2006
|
|
Sept.
4, 2006
|
|
July
1-Sept. 30 2006
|
|
$12.6 million
|
|
$
0.42 |
|
Nov.
27, 2006
|
|
Dec. 6,
2006
|
|
Oct.
1-Dec. 31 2006
|
|
$13.2 million
|
|
$
0.44 |
|
Feb.
22, 2007
|
|
March
6, 2007
|
|
Jan.
1-March 31 2007
|
|
$11.4 million
|
|
$
0.38 |
|
May 29,
2007
|
|
June
12, 2007
|
|
April
1-June 30 2007
|
|
$11.7 million
|
|
$
0.39 |
|
Sept.
12, 2007
|
|
Sept.
21, 2007
|
|
July
1-Sept. 30 2007
|
|
$11.1 million
|
|
$
0.37 |
|
Dec. 3,
2007
|
|
Dec.
12, 2007
|
|
Oct.
1-Dec. 31 2007
|
|
$10.5 million
|
|
$
0.35 |
|
Feb.
26, 2008
|
|
March
11, 2008
|
|
Jan.
1-March 31 2008
|
|
$9.8 million
|
|
$
0.25 |
|
May 30,
2008
|
|
June
11, 2008
|
|
April
1-June 30 2008
|
|
$9.8 million
|
|
$
0.25 |
|
Sept.
15, 2008
|
|
Sept.
24, 2008
|
|
July
1-Sept. 30 2008
|
|
$11.8 million
|
|
$
0.30 |
|
Dec. 2,
2008
|
|
Dec.
11, 2008
|
|
Oct.
1-Dec. 31 2008
|
|
$11.8 million
|
|
$
0.30 |
|
Feb.
26, 2009
|
|
March
5, 2009
|
|
Jan.
1-March 31 2009
|
|
$12.2 million
|
|
$
0.25 |
|
June 3,
2009
|
|
June
16, 2009
|
|
April
1-June 30 2009
|
|
—
|
|
— |
|
—
|
|
— |
|
July
1-Sept. 30 2009
|
|
—
|
|
— |
|
—
|
|
—
|
|
Oct.
1-Dec. 31 2009
|
|
—
|
|
— |
|
—
|
|
— |
We
believe that cash flow from our charters in 2010 will be sufficient to fund the
interest payments under the secured credit facility. We funded the
acquisition of the Overseas
Newcastle for $92.7 million on December 4, 2007, and the acquisition of
the Overseas London for
$90.3 million on January 28, 2008, with borrowings under the secured credit
facility with RBS, which was increased from $401 million to $420 million in
2007. Following this increase, we were required to make a principal
repayment of $75 million no later than December 31, 2008. We repaid
the $75 million in October 2008 with cash on hand including proceeds from the
issuance of 9.2 million new shares in April and May 2008 for net proceeds of
$91.4 million. We repaid a further $50 million in June 2009 with cash
on hand including proceeds from the issuance of 9.4 million new shares of common
stock in April 2009 for net proceeds of approximately $38.4
million.
As of
December 31, 2009, we were in compliance with the covenants contained in Secured
Loan Facility Agreement.
Working
capital at December 31, 2009 was $50,024,000 compared with
$43,761,000 at December 31, 2008. The improvement in
working capital in 2009 was primarily due to the equity offering in April 2009,
with net proceeds of $38.4 million. At December 31, 2008, additional
hire related to the period from October 1, 2008 through December 31, 2008, which
amounted to $8,791,000, had not been received from the charterers. At
December 31, 2009, all additional hire had been received from the
charterers.
Net
cash provided by operating activities was $54,604,000 in 2009 compared to
$64,882,000 in 2008. This decline was primarily attributable to lower
earnings in 2009 for our Initial Vessels operating in pools and higher vessel
expenses. Net cash used in investing activities was $5,411,000 in
2009 compared to $81,185,000 in 2008. This decline was primarily
attributable to the acquisition of the two Suezmax tankers in
2008. Net cash used by financing activities was $35,549,000 in 2009
compared nest cash provided by provided by financing activities of $64,958,000
in 2008. In 2009 we issued common stock with total proceeds of
$38,400,000 while we paid cash dividends of $23,949,000 and repaid $50,000,000
under the secured credit facility. In 2008 we issued common stock
with total proceeds of $91,426,000 and we issued long term debt of $90,300,000
while we paid cash dividends of $41,902,000 and repaid $75,000,000 under the
secured credit facility. We had $294,000,000 of total debt
outstanding at December 31, 2009, compared to $344,000,000 at December 31,
2008.
AGGREGATE
CONTRACTUAL OBLIGATIONS
As of
December 31, 2009, our long-term contractual obligations were as
follows:
|
|
|
|
|
|
|
|
2010
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
Thereafter
|
|
|
Total
|
|
|
|
|
(Dollars in
thousands)
|
|
|
Long-term debt
(1)
|
|
$ |
20,870 |
|
|
$ |
32,380 |
|
|
$ |
31,420 |
|
|
$ |
45,725 |
|
|
$ |
48,360 |
|
|
$ |
210,739 |
|
|
$ |
389,494 |
|
|
(1)
|
Amounts
shown include contractual interest obligations on $294 million of debt
outstanding under the secured credit facility. The interest
obligations have been determined using an interest rate of 5.60% per annum
based on the five year interest rate swap arrangement that was effective
as of October 18, 2005 for $194 million and an interest rate of 5.95% per
annum based on the five year interest rate swap arrangement that was
effective as of December 4, 2007 for $100 million. The interest
on the balance outstanding is payable quarterly and the principal is
payable with quarterly installments of $4,037,037 from January 18, 2011 to
January 18, 2013, $4,416,667 on April 18, 2013, quarterly installments of
$9,075,000 from July 18, 2013 to April 18, 2017 and a final
payment of $108,050,000 on July 18,
2017.
|
We
collect our fixed basic charter rate monthly in advance and pay the estimated
technical management fees monthly in advance. To the extent there are
additional hire revenues, we receive such additional hire quarterly in
arrears. Although we can provide no assurances, we expect that our
cash flow from our chartering arrangements will be sufficient to cover our
technical management fees, interest payments and other financing costs under the
secured credit facility, insurance premiums, vessel taxes, general and
administrative expenses and other costs and any other working capital
requirements for the short term. Our longer term liquidity
requirements include repayment of the principal balance of the secured credit
facility. We may require new borrowings and/or issuances of equity or
other securities to meet this repayment obligation. Alternatively, we
can sell our assets and use the proceeds to pay down debt.
Marshall
Islands law generally prohibits the payment of dividends other than from surplus
or while a company is insolvent or would be rendered insolvent by the payment of
such a dividend.
RISK
MANAGEMENT
We are
exposed, to market risk from changes in interest rates, which could affect our
results of operation and financial position. We manage this risk by
entering into interest rate swap agreements in which we exchange fixed and
variable interest rates based on agreed upon notional amounts. We use
such derivative financial instruments as risk management tools and not for
speculative or trading purposes. In addition, the counterparty to the
derivative financial instrument is a major financial institution in order to
manage exposure to nonperformance by counterparties.
As of
December 31, 2009, the company is party to two floating-to-fixed interest rate
swaps with notional amounts of $194,000,000 and $100,000,000, respectively,
pursuant to which the company pays a fixed rate of 5.6% and 5.95% including the
applicable margin, respectively and receives a floating rate based on
LIBOR. The swaps expire on October 18, 2010 and January 18, 2013,
respectively. As of December 31, 2009, the company has recorded a
liability of $18,425,000 relating to the fair value of the swaps. The
change in fair value of the swaps in 2009 has been recognized in the company’s
income statement. The fair value of interest rate swaps is the
estimated amount that the company would receive or pay to terminate the
agreement at the reporting date.
Like
most of shipping industry our functional currency is the U.S.
dollar. All of our revenues and most of our operating costs are in
U.S. dollars.
EFFECTS
OF COST INCREASES
Until
January 16, 2009, under the vessels’ old ship management agreements, the company
paid a fixed cost for the technical management of the
vessels. However, under the vessels’ new ship management agreements,
effective January 16, 2009, the Company must pay the actual costs associated
with the technical management of the vessels. As a result, the cost
of the technical management of the vessels for 2009 and in the future will
reflect the effects of cost increases. Recently, ship management
costs have increased rapidly, although the current global recession may mitigate
some of this cost increase.
OFF
BALANCE SHEET ARRANGEMENTS
With the
exception of the above mentioned interest rate swaps, we do not currently have
any liabilities, contingent or otherwise, that we would consider to be off
balance sheet arrangements.
THE
SECURED CREDIT FACILITY
The
following summary of the material terms of the secured credit facility does not
purport to be complete and is subject to, and qualified in its entirety by
reference to, all the provisions of the Secured Loan Facility
Agreement. Because the following is only a summary, it does not
contain all information that you may find useful. For more complete
information, you should read the entire Secured Loan Facility
Agreement filed as an exhibit to this report.
General
We are a
holding company and have no significant assets other than the equity interests
in our subsidiaries. DHT Maritime’s subsidiaries own all of our
vessels, and payments under our charters are made to DHT Maritime’s
subsidiaries. On October 18, 2005, DHT Maritime and its subsidiaries
entered into a $401 million secured credit facility with RBS for a term of ten
years, with no principal amortization for the first five years. The
secured credit facility consisted of a $236 million term loan, a $150 million
vessel acquisition facility and a $15 million working capital
facility. DHT Maritime is the borrower under the secured credit
facility and each of our vessel-owning subsidiaries have guaranteed its
performance thereunder.
DHT
Maritime borrowed the entire amount available under the term loan upon the
completion of our IPO to fund a portion of the purchase price for the Initial
Vessels that were acquired from OSG. On November 29, 2007, DHT
Maritime amended the secured credit facility to increase the total commitment
thereunder by $19 million to $420 million. Under the terms of the
secured credit facility, the previous $15 million working capital facility and
$150 million vessel acquisition facility were canceled and replaced with a new
$184 million vessel acquisition facility, which was used to fund the entire
purchase price of the two Suezmaxes, the Overseas Newcastle and the
Overseas
London. Following delivery of the Overseas London on January
28, 2008 the acquisition facility is fully drawn.
Borrowings
under the initial $236 million term loan bear interest at an annual rate of
LIBOR plus a margin of 0.70%. Borrowings under the vessel acquisition
portion of the secured credit facility bear interest at an annual rate of LIBOR
plus a margin of 0.85%. To reduce our exposure to fluctuations in
interest rates, we entered into an interest rate swap on October 18, 2005
pursuant to which we fixed the interest rate for five years on the full amount
of our term loan at 5.60%. On October 16, 2007, we fixed the interest
rate for five years on $100 million of our outstanding debt at a rate of 5.95%
through a swap agreement with respect to $92.7 million effective as of December
4, 2007 and a further $7.3 million effective as of January 18,
2008. We were required to pay a $1.5 million fee in connection with
the arrangement of the secured credit facility (which we funded with a portion
of the net proceeds from our IPO) and a commitment fee of 0.3% per annum, which
will be payable quarterly in arrears, on the undrawn portion of the
facility. We were required to pay an arrangement fee of $95,000 in
October 2007 in connection with the increase in the secured credit facility from
$401 million to $420 million.
Following
the above-mentioned increase, the secured credit facility was repayable with one
initial installment of $75 million in 2008, and commencing on January 18, 2011
the balance of the secured credit facility will be repayable with 27 quarterly
installments of $9,075,000. A final payment of $99,975,000 will be
payable with the last quarterly installment. The initial installment
of $75 million was repaid in October 2008. In June DHT Maritime
repaid a further $50 million under the secured credit
facility. Following this repayment, the secured credit facility is
repayable with nine quarterly installments of $4,037,037 from January 18, 2011
to January 18, 2013, $4,416,667 on April 18, 2013, sixteen quarterly
installments of $9,075,000 from July 18, 2013 to April 18, 2017 and a final
payment of $108,050,000 on July 18, 2017.
Security
The
secured credit facility provides that borrowings thereunder are secured by the
following:
|
|
●
|
a
first priority mortgage on each of the vessels that DHT Maritime or
any of its subsidiaries have agreed to purchase and any additional
vessels that DHT Maritime or any of its subsidiaries
acquire;
|
|
|
●
|
an
assignment of charter hire guarantees and earnings from, and insurances
on, each of the vessels that DHT Maritime or any of its subsidiaries
have agreed to purchase and any additional vessels that DHT Maritime or
any of its subsidiaries acquire;
|
|
|
●
|
a
pledge of the balances in certain bank accounts which DHT Maritime and its
subsidiaries have agreed to keep with RBS;
and
|
|
|
●
|
an
unconditional and irrevocable guarantee by each of DHT Maritime’s
vessel-owning subsidiaries.
|
The
Secured Loan Facility Agreement provides that in the event of either the sale or
total loss of a vessel, DHT Maritime and its subsidiaries must prepay an amount
under the secured credit facility proportionate to the market value of the sold
or lost vessel compared with the total market value of all of DHT Maritime’s and
its subsidiaries’ vessels before such sale or loss together with accrued
interest on the amount prepaid and, if such prepayment occurs on a date other
than an interest payment date, any interest breakage costs.
Covenants
The
Secured Loan Facility Agreement contains restrictive covenants that prohibit DHT
Maritime and each of its subsidiaries from, among other things:
|
|
●
|
incurring
additional indebtedness without the prior consent of the
lenders;
|
|
|
●
|
permitting
liens on assets;
|
|
|
●
|
merging
or consolidating with other entities or transferring all or substantially
all of their assets to another
person;
|
|
|
●
|
paying
dividends if the charter-free market value of the vessels that secure
their obligations under the secured credit facility is less than 135% of
their borrowings under the secured credit facility plus the actual or
notional cost of terminating any interest rates swaps that they enter, if
there is a continuing default under the secured credit facility or if the
payment of the dividend would result in a default or breach of a loan
covenant;
|
|
|
●
|
changing
the technical manager of our vessels without the prior consent of the
lenders;
|
|
|
●
|
making
certain loans, advances or investments; entering into certain material
transactions with affiliated
parties;
|
|
|
●
|
entering
into certain types of charters, including bareboat charters and time
charters or consecutive voyage charters of greater than 13 months
(excluding our charters with OSG’s
subsidiaries);
|
|
|
●
|
de-activating
any of the vessels or allowing work to be done on any vessel in an
aggregate amount greater than $2.0 million without first obtaining a lien
waiver;
|
|
|
●
|
making
non-ordinary course acquisitions or entering into a new line of business
or establishing a place of business in the United States or any of its
territories; and
|
|
|
●
|
selling
or otherwise disposing of a vessel or other assets or assigning or
transferring any rights or obligations under our charters and our ship
management agreements.
|
The
Secured Loan Facility Agreement also contains a financial covenant requiring
that at all times the charter-free market value of the vessels that secure DHT
Maritime’s and its subsidiaries’ obligations under the secured credit facility
be no less than 120% of their borrowings under the secured credit facility plus
the actual or notional cost of terminating any of their interest rates
swaps. In the event that the aggregate charter-free market value of
the vessels that secure DHT Maritime’s and its subsidiaries’ obligations under
the secured credit facility is less 120% of their borrowings under the secured
credit facility plus the actual or notional cost of terminating any of their
interest rates swaps, the difference shall be recovered by pledge of additional
security acceptable to the lenders or by a prepayment of the amount outstanding
at the option of the borrowers.
Events
of Default
Each of
the following events, among others, with respect to DHT Maritime or any of
its subsidiaries, in some cases after the passage of time or notice or both, is
an event of default under the Secured Loan Facility Agreement:
|
|
●
|
non-payment
of amounts due under the secured credit
facility;
|
|
|
|
cross-defaults
to other indebtedness in excess of $2.0
million;
|
|
|
|
materially
adverse judgments or orders;
|
|
|
|
event
of insolvency or bankruptcy;
|
|
|
|
acceleration
of any material amounts that DHT Maritime or any of its subsidiaries
is obligated to pay;
|
|
|
|
breach
of a time charter or a charter hire guaranty in connection with any of the
vessels;
|
|
|
|
default
under any collateral documentation or any swap
transaction;
|
|
|
|
unlawfulness
or repudiation;
|
|
|
|
if,
in the reasonable determination of the lender, it becomes impossible or
unlawful for DHT Maritime or any of its subsidiaries to comply with their
obligations under the loan documents;
and
|
|
|
|
if
any event occurs that, in the reasonable opinion of the lender, has a
material adverse effect on DHT Maritime and its subsidiaries’ operations,
assets or business, taken as a
whole.
|
The
Secured Loan Facility Agreement provides that upon the occurrence of an event of
default, the lenders may require that all amounts outstanding under the secured
credit facility be repaid immediately and terminate DHT Maritime’s and its
subsidiaries’ ability to borrow under the secured credit facility and foreclose
on the mortgages over the vessels and the related collateral.
A. DIRECTORS
AND SENIOR MANAGEMENT
The
following table sets forth information regarding our executive officers and
directors.
|
Name
|
|
Age
|
|
Position
|
|
Erik
A. Lind
|
|
54
|
|
Class
I Director and Chairman
|
|
Einar
Michael Steimler
|
|
62
|
|
Class
I Director (1)
|
|
Randee
Day
|
|
61
|
|
Class
II Director (2)
|
|
Rolf
A. Wikborg
|
|
51
|
|
Class
III Director
|
|
Ole
Jacob Diesen
|
|
62
|
|
Chief
Executive Officer (3)
|
|
Eirik
Ubøe
|
|
49
|
|
Chief
Financial Officer
|
|
Tom
R. Kjeldsberg
|
|
38
|
|
Senior
Vice President, Business
Development
|
(1) Mr.
Steimler was appointed to our board of directors on March 4, 2010. As
a result, unless otherwise specified, any references to “our directors” prior to
March 4, 2010, do not include Mr. Steimler.
(2) Ms.
Day was named our Acting Chief Executive Officer on March 11, 2010, effective as
of April 1, 2010. Ms. Day will succeed Mr. Ole Jacob Diesen, who will step down
as Chief Executive Officer on March 31, 2010. Mr. Diesen has been our Chief
Executive Officer since our IPO. Ms. Day will serve as our Acting Chief
Executive Officer pursuant to an employment agreement for a nine-month
term.
(3) Mr.
Diesen will step down as our Chief Executive Officer on March 31, 2010. He will
serve as a consultant to the company pursuant to a consulting agreement for a
six-month term.
Set forth
below is a brief description of the business experience of our directors and
executive officers.
Erik A. Lind—Chairman of the Board
of Directors. Mr. Lind has been chief executive of Tufton
Oceanic and Managing Director of Tufton Oceanic Ltd. since
2004. Tufton Oceanic is a Fund Management firm for the Maritime,
Energy related and the wider global transportation and infrastructure
sectors. Mr. Lind has more than 30 years experience in corporate
banking, global shipping and specialized and structured asset
financing. From 1995 to 2001, Mr. Lind served as Executive Vice
President and a member of the Executive Management Committee at IM Skaugen ASA,
a Norwegian public shipping and logistics company engaged in the transportation
of petrochemical gases, LPG and organic chemicals as well as crude oil
lightering. Mr. Lind has also held senior and executive positions
with Manufacturers Hanover Trust Company, Oslobanken and GATX
Capital. He has been actively involved in corporate recapitalization,
financial restructurings, investments, acquisitions and joint venture
investments. In addition to his board of directors positions within
the Tufton Oceanic group of companies, Mr. Lind currently serves on the boards
of directors of A.M. Nomikos, a Greek ship-owning company, Alislami
Oceanic Shipping Company I and II, investment companies based in the Jebel Ali
Free Zone and Cayman Islands, respectively, KFH Oceanic Portfolio Company, a
ship investment company based in the Cayman Islands, Frilin AS, a Norwegian
private investment company, and Christiania Capital Partners, a private
financial advisory and consulting firm based in Norway. Mr. Lind is a
resident of the United Kingdom and a citizen of Norway.
Einar Michael
Steimler—Director. Mr. Steimler is the chairman of Tanker (UK)
Agencies, the commercial agent to Tankers International, managers of a VLCC
pool. He was instrumental in the formation of Tanker (UK) Agencies in
2000 and served as its CEO until end 2007. Since 1998, Mr. Steimler
has served as a Director of Euronav. From 1999 to 2003, he also
served as a Director of EXMAR, a CMB Group company. During his
shipping career, he has been involved in both sale and purchase and chartering
brokerage in the tanker, gas and chemical sectors and was a founder of Stemoco,
a ship brokerage firm that was sold in 1994. He graduated from the
Norwegian School of Business Management in 1973 with a degree in
Economics. Mr. Steimler is a resident of the United Kingdom and a
citizen of Norway.
Randee
Day—Director. Prior to agreeing to become our Acting Chief
Executive Officer, effective as of April 1, 2010, Ms. Day had been a Managing
Director at Seabury Transportation Holdings LLC, a leading advisory and
consulting firm specializing in the transportation industry, since 2004 and was
responsible for all of Seabury’s activities related to the maritime
industry. Ms. Day has more than 30 years of specialized international
financial experience in the marine and energy sectors. From 1985 to
2004, Ms. Day was president and chief executive officer of Day & Partners,
Inc., a financial advisory and consulting firm focused on the maritime, energy
and cruise industries with a diversified client base consisting of shipping
companies, commercial banks and government agencies. Ms. Day has an
extensive background in international trust and maritime law and has worked with
clients on bankruptcies, foreign judgments and strategies for disposing of real
estate and shipping assets in various international
jurisdictions. Ms. Day has served as an independent director and
audit committee chair of TBS International Ltd., a Bermuda based operator of one
of the world’s largest controlled fleets of multipurpose tweendeck bulk
carriers, since 2001. From 1979 to 1985, Ms. Day served as the head
of J.P. Morgan’s Marine Transportation and Finance department in New
York, where she was responsible for managing a $1 billion loan portfolio and
overseeing relationships with the bank’s shipping clients in the Western
Hemisphere and the Far East. She also served in the London offices of
J.P. Morgan, Continental Illinois National Bank & Trust and Bank of
America. Ms. Day is a resident and citizen of the United
States.
Rolf A.
Wikborg—Director. Mr. Wikborg is Managing Director of AMA
Norway A/S and a director of AMA Capital Partners in New York, a maritime
merchant banking group involved in mergers and acquisitions, restructurings and
financial engineering in the shipping, offshore and cruise
sector. Mr. Wikborg has extensive experience arranging operating and
financial leases for operators in the maritime field and recently has been
active arranging mergers and acquisitions. Prior to founding the AMA
group in New York in 1987, Mr. Wikborg was a Managing Director at Fearnleys,
Mexico, for two years after having worked in the Project Department of
Fearnleys, an Oslo based ship-broker. Mr. Wikborg holds a Bachelor of
Science in Management Sciences from the University of Manchester,
England. Mr. Wikborg is an officer in the Royal Norwegian Navy and is
a citizen and resident of Norway.
Ole Jacob Diesen—Chief Executive
Officer. Mr. Diesen will step down as our Chief Executive
Officer on March 31, 2010. He will continue working with the company as a
consultant, pursuant to a consulting agreement. Mr. Diesen has been
an independent corporate and financial management consultant since 1997, serving
a diverse group of clients primarily in the tanker industry. Mr.
Diesen has advised on a broad range of shipping transactions, including mergers
and acquisitions, corporate reorganizations, joint ventures, asset sales,
equity, debt and lease financings and vessel charters, pooling and technical
management agreements. Mr. Diesen’s career in shipping and shipping
finance spans over 30 years. From 1991 to 1997, Mr. Diesen served as
Managing Director of Skaugen PetroTrans ASA, a Norwegian public company that was
listed on the Oslo Stock Exchange. Skaugen PetroTrans is an
established crude oil lightering company in the U.S. Gulf and operator of a
fleet of medium sized tankers. From 1984 to 1991, Mr. Diesen headed
Fearnley Group (UK) Ltd., a privately held corporate finance advisory firm
specializing in the maritime and oil industries. Prior to this, Mr.
Diesen served for ten years with Manufacturers Hanover Trust, a predecessor to
JPMorgan Chase, in positions including Vice President and Deputy Regional
Manager, where he was responsible for the bank’s portfolios of shipping and
Scandinavian corporate credits after having spent two years as a tanker
chartering broker. Mr. Diesen currently serves on a number of boards
of directors including PetroTrans Holdings Ltd., Bermuda, the largest
independently owned U.S. Gulf lightering business; I.M. Skaugen
Marine Services Pte Ltd., Singapore, an owner of LPG/ethylene carriers; and FSN
Capital Holding Ltd., Jersey, a private equity firm. Mr. Diesen is a
citizen of Norway.
Eirik Ubøe—Chief Financial
Officer. Mr. Ubøe has been involved in international
accounting and finance for approximately 20 years, which includes time spent in
ship finance and as the chief financial officer for companies listed on the Oslo
Stock Exchange. From March 2002 through December 2004, Mr. Ubøe
served as the chief executive and chief financial officer of Nutri Pharma ASA,
an international health care company listed on the Oslo Stock
Exchange. From 1997 through 2002, Mr. Ubøe worked in various
positions at the Schibsted Group, the largest Norwegian media group with
newspaper, television and online interests in Scandinavia, the Baltics,
Switzerland, France and Spain, including as the finance director of the
Schibsted Group and as chief financial officer of Schibsted’s newspaper
initiative in Switzerland, France and Spain. Mr. Ubøe has also served
as a vice president in the corporate finance and ship finance departments of
various predecessors to JPMorgan Chase both in New York and Oslo for a total of
eight years. Mr. Ubøe holds an MBA from the University of Michigan’s
Ross School of Business and a Bachelor in Business Administration from the
University of Oregon. Mr. Ubøe is a citizen of Norway.
Tom R. Kjeldsberg – Senior Vice
President, Business Development. Mr. Kjeldsberg has 10 years
investment banking experience, mainly within the maritime/transportation
industries. From 2002 through 2007, he was a Director in the
Corporate Finance division of DnB NOR Markets, Oslo, one of the world’s leading
shipping and offshore banks. Mr. Kjeldsberg has also served as an
Associate in the Corporate Finance group of Merrill Lynch in London and Analyst
in the Project Finance group of Cambridge Partners in New York. He
holds an MBA from the IESE Business School in Barcelona, Spain. Mr.
Kjeldsberg is a citizen of Norway.
B. COMPENSATION
DIRECTORS’
COMPENSATION
Each
member of our board of directors is currently paid an annual fee of $47,500,
plus reimbursement for expenses incurred in the performance of duties as members
of our board of directors. We pay our chairman an additional $15,000
per year to compensate him for the extra duties incident to that
office. We pay the head of our audit committee an additional $11,750
per year and an additional $4,750 per year to each of the other members of the
audit committee. We pay the heads of our compensation committee and
nominating and corporate governance committee an additional $8,000 each per year
and an additional $1,000 per year to each of the other members of the
compensation committee and nominating and corporate governance
committee. We pay each director $1,250 for each board of directors
meeting attended. On May 10, 2006, we awarded each of our directors
1,000 shares of restricted stock. These shares of restricted stock
vested and were issued on October 18, 2006. On November 8, 2006, each
member of our board of directors was awarded 3,614 shares of restricted stock,
of which 1,204 shares vested in May 2007, 334 shares vested in May 2008 and 333
shares vested in May 2009. The remaining 1,743 shares were
forfeited. On May 9, 2007, each member of our board of directors was
awarded 3,287 shares of restricted stock, of which 333 shares vested in May 2008
and 334 shares vested in May 2009. Of the remaining 2,620 shares, 334
shares vest in May 2010 subject to each member of our board of directors
remaining a member of our board and 2,286 shares vest in May 2010, subject to
each member of our board of directors remaining a member of our board of
directors and certain market conditions. On May 9, 2008, each member
of our board of directors was awarded 4,398 shares of restricted stock, of which
489 shares vested in May 2009. Of the remaining 3,909 shares, 1,955
shares vest in May 2010 and 977 shares vest in May 2011, subject to each member
of our board of directors remaining a member of our board of directors and
certain market conditions. The remaining 977 shares of restricted
stock each vest in two equal amounts in May 2010 and May 2011, subject to each
member of our board of directors remaining a member of our board of
directors. On May 14, 2009, each member of our board of directors was
awarded 25,063 shares of restricted stock, of which 16,708 shares vest in three
equal amounts in May 2010, May 2011 and May 2012 subject to each member of our
board of directors remaining a member of our board of directors and certain
market conditions. The remaining 8,354 shares of restricted stock
each vest in three equal amounts in May 2010, May 2011 and May 2012 subject to
each member of our board of directors remaining a member of our board of
directors. During the vesting period of the shares of restricted
stock awarded to our directors on November 8, 2006, May 9, 2007, May 9, 2008 and
May 2009 each director will be credited with an additional number of shares of
restricted stock in an amount equal to the value of the dividends that would
have been paid on the awarded shares had the shares vested on the date of the
award. These additional shares will be transferred to each director
as the shares vest.
We have
no service contracts between us and any of our directors providing for benefits
upon termination of their employment or service.
EXECUTIVE
COMPENSATION, EMPLOYMENT AGREEMENTS
Our
acting chief executive officer, Ms. Randee Day, will receive a monthly salary of
$45,000, which includes benefits. The term of Ms. Day’s employment as acting
chief executive officer terminates on January 1, 2010, unless earlier terminated
pursuant to the terms of her employment agreement. Our chief financial officer,
Mr. Eirik Ubøe receives an annual salary of NOK 1,900,000, which includes
benefits. In addition, each is reimbursed for expenses incurred in
the performance of their duties as our executive officers and receives the
equity based compensation described below. Our senior vice president,
Mr. Tom R. Kjeldsberg, receives an annual salary of NOK 1,750,000. Mr. Ole Jacob
Diesen will receive a consulting salary of $50,000 per month pursuant to a
consulting agreement, as well as equity-based consideration described
below.
Executive
Officer Employment Agreements
We have
entered into employment agreements with Ms. Day and Mr. Ubøe that set forth
their rights and obligations as our acting chief executive officer and chief
financial officer, respectively. Either the executive or we may
terminate the employment agreements for any reason and at any
time. In addition, we terminated Mr. Diesen's employment with us as
of March 31, 2010. As a result of such termination, we will continue to pay Mr.
Diesen his salary during the six-month notice period commencing on April 1, 2010
and within 30 days of the effective date of Mr. Diesen's termination of
employment, we will pay him a lump sum equal to one year's salary pursuant to
the terms of his employment agreement. The termination of his employment did not
affect any equity-based consideration granted to him previously. Such awards
shall vest and become exercisable from the termination date of Mr. Diesen’s
consulting agreement, subject to other terms and conditions of such
grants.
In
connection with our IPO, both Mr. Diesen and Mr. Ubøe received a combination of
stock options and restricted stock that had a grant date value of $75,000 split
equally between stock options and restricted stock. The 3,125 shares
of restricted stock awarded to each of Mr. Diesen and Mr. Ubøe in connection
with our IPO vest in four equal amounts in October 2006, 2007, 2008 and 2009,
respectively, subject to the relevant officer’s continued employment with
us. The 34,723 stock options granted to each of Mr. Diesen and Mr.
Ubøe have an exercise price of $12 per share and expire on October 18,
2015. On February 19, 2007, each officer exercised 11,575 options in
a “cash-less” exercise and 2,352 shares were issued to each of
them. On October 23, 2007, each officer exercised a further 11,574
options in a “cash-less” exercise and 2,190 shares were issued to each of
them. The remaining 11,574 stock options granted to each of Mr.
Diesen and Mr. Ubøe have not yet been exercised. Each executive
officer is also eligible for additional grants under our 2005 Incentive
Compensation Plan, as determined by the compensation committee of our board of
directors. On November 8, 2006, Mr. Diesen and Mr. Ubøe were awarded
14,457 and 9,940 shares of restricted stock, respectively, of which 4,820 and
3,314, respectively, vested in May 2007, 1,042 and 1,042, respectively, vested
in May 2008 and May 2009. The remaining 7,553 and 4,542 shares,
respectively, were forfeited. On May 9, 2007, Mr. Diesen and Mr. Ubøe
were awarded 13,149 and 9,040 shares of restricted stock, respectively, of which
1,042 shares each vested in May 2008 and May 2009. Of the remaining
11,065 awarded to Mr. Diesen, 10,023 shares vest in May 2010, subject to
continued employment with us and certain market conditions and the final 1,041
shares vest in May 2010 subject to continued employment with
us. Of the remaining 6,957 awarded to Mr. Ubøe, 5,916 shares vest in
May 2010 subject to continued employment with us and certain market conditions
and the final 1,041 shares vest in May 2010 subject to continued employment with
us. On May 9, 2008, Mr. Diesen and Mr. Ubøe were awarded 26,385 and
14,094 shares of restricted stock, respectively, of which 2,932 and 1,566
shares, respectively, vested in May 2009. Of the remaining 23,453
awarded to Mr. Diesen, 11,726 shares and 5,864 shares, respectively, vest in May
2010 and May 2011, subject to continued employment with us and certain market
conditions and the final 5,864 shares vest in two equal amounts in May 2010 and
May 2011 subject to continued employment with us. Of the remaining
12,528 awarded to Mr. Ubøe, 6,264 shares and 3,132 shares, respectively, vest in
May 2010 and May 2011, subject to continued employment with us and certain
market conditions and the final 3,132 shares vest in two equal amounts in May
2010 and May 2011 subject to continued employment with us. On May 14,
2009, Mr. Diesen and Mr. Ubøe were awarded 75,188 and 36,630 shares of
restricted stock, respectively, of which 50,125 and 24,420 shares, respectively,
vest in three equal amounts in May 2010, May 2011 and May 2012, subject to
continued employment with us and certain market conditions. The
remaining 25,063 and 12,210 shares of restricted stock each vest in three equal
amounts in May 2010, May 2011 and May 2012, subject to continued employment with
us. During the vesting period of the shares of restricted stock
awarded to Mr. Diesen and Mr. Ubøe on November 8, 2006, May 9, 2007, May 9, 2008
and May 14, 2009, Mr. Diesen and Mr. Ubøe will each be credited with an
additional number of shares of restricted stock in an amount equal to the value
of the dividends that would have been paid on the awarded shares had the shares
vested on the date of the award. These additional shares will be
transferred to Mr. Diesen and Mr. Ubøe as the shares vest.
In the
event that (i) we terminate Mr. Ubøe’s employment without cause (as such term is
defined in the employment agreement) or (ii) Mr. Ubøe terminates his employment
for good reason (as such term is defined in the employment agreement) within six
months following a change of control, then we will pay him an amount equal to
one year’s salary (also, if Mr. Ubøe loses his position for good reason within
six months following a change of control, he may, at the board of directors’
discretion, be entitled to a payment equal to twice his annual base salary and
any unvested equity awards will become fully vested). In addition, in
the event Mr. Ubøe is terminated without cause pursuant to clause (i) above, all
of his equity based compensation, including initial grants, will immediately
vest and become exercisable. If Mr. Ubøe s employment is terminated
due to death or disability, we will continue to pay his salary through the first
anniversary of such date of termination. In the event that Mr. Ubøe’s
employment is terminated for cause, we are only obligated to pay his salary and
unreimbursed expenses through the termination date.
In the
event that (i) we terminate Ms. Day’s employment without cause (as such term is
defined in the employment agreement) or (ii) Ms. Day terminates her employment
for good reason (as such term is defined in the employment agreement) within six
months following a change of control, then we will pay her an amount equal to
the value of 50,000 shares of our common stock, in addition to any salary earned
by Ms. Day through the date of termination that remains unpaid as of such date
as well as reimbursement of any unreimbursed business expenses incurred by her
prior to the date of termination and accrued but unused vacation. If Ms. Day’s
employment is terminated due to death or disability (as such term is defined in
the employment agreement), then we will pay her or her personal representatives,
as the case may be, a lump sump equivalent of her basic salary for any unexpired
period of the term of the agreement.
In the
event that we terminate Mr. Diesen’s consulting agreement (i) for any reason
other than (a) cause (as such term is defined in the consulting agreement) or
(b) Mr. Diesen’s death or disability (as such term is defined in the consulting
agreement) or (ii) upon expiry of the term of the consulting agreement, then (A)
we shall pay to Mr. Diesen within 14 days of termination of the appointment a
lump sum equal to $900,000 less the fees paid to him under the consulting
agreement; (B) we shall grant or transfer to Mr. Diesen 50,000 shares of
our common stock for nil consideration and (C) all outstanding equity-based
compensation granted to Mr. Diesen during his previous employment with the
company shall vest and become exercisable on the effective date of the
termination of the appointment, subject to the other terms and conditions of
such grants.
In
the event that Mr. Diesen’s consulting arrangement terminates due to his death
or disability (as such term is defined in the consulting agreement), then we
shall (A) pay to Mr. Diesen or to his personal representatives, within 14 days
of the date of termination of the appointment a lump sum equal to $900,000 less
the fees paid to him under the consulting agreement and (B) grant or transfer to
Mr. Diesen or his personal representatives 50,000 shares of our common stock for
nil consideration.
Pursuant
to their employment agreements or consulting agreement, as applicable, each of
Mr. Diesen, Ms. Day and Mr. Ubøe has agreed to protect our confidential
information. Each of Mr. Diesen and Mr. Ubøe has agreed during the
term of the agreements and for a period of one year following their termination,
not to (i) engage in any business in any location that is involved in the voyage
chartering or time chartering of crude oil tankers, (ii) solicit any business
from a person that is a customer or client of ours or any of our affiliates,
(iii) interfere with or damage any relationship between us or any of our
affiliates and any employee, customer, client, vendor or supplier or (iv) form,
or acquire a two percent or greater equity ownership, voting or profit
participation in, any of our competitors. In addition, Ms. Day has agreed during
the term of her employment agreement and for a period of three months following
her termination, subject to extension, not to (i) directly or indirectly,
without the prior written consent of the board of directors interfere with or
damage (or attempt to interfere with or damage) any relationship between us or
any of our affiliates and their respective employees, customers, clients,
vendors or suppliers (or any person that we or any of our affiliates have
approached or have made significant plans to approach as a prospective employee,
customer, client, vendor or supplier) or any governmental authority or any agent
or representative thereof or (ii) assist any person in any way to do, or attempt
to do, any of the foregoing.
We
have also entered into an indemnification agreement with each of Mr. Diesen and
Mr. Ubøe pursuant to which we have agreed to indemnify them substantially in
accordance with the indemnification provisions related to our officers and
directors in our bylaws.
We have
entered into an employment agreement with Mr. Kjeldsberg that sets forth his
rights and obligations as our Senior Vice President. Either we or Mr.
Kjeldsberg may terminate his employment agreement for any reason at any
time. Pursuant to his employment agreement, Mr. Kjeldsberg receives a
base salary in the amount of NOK 1,750,000 per year. In addition, Mr.
Kjeldsberg is eligible to receive equity awards pursuant to the 2005 Incentive
Compensation Plan. On May 9, 2007, Mr. Kjeldsberg was awarded 8,218
shares of restricted stock, of which of which 913 shares vested in May 2008 and
913 shares vested in May 2009. Of the remaining 6,392 shares, 5,479
shares vest in May 2010 subject to continued employment with us and certain
market conditions. The remaining 913 shares of restricted stock each
vest in May 2010 subject to continued employment with us. On May 9,
2008, Mr. Kjeldsberg was awarded 13,011 shares of restricted stock, of which
1,445 shares vested in May 2009. Of the remaining 11,566 shares,
5,784 shares and 2,892 shares, respectively, vest in May 2010 and May 2011,
subject to continued employment with us and certain market
conditions. The remaining 2,890 shares of restricted stock vest in
two equal amounts in May 2010 and May 2011, subject to continued employment with
us. On May 14, 2009 Mr. Kjeldsberg was awarded 33,738 shares of
restricted stock of which 22,492 shares vest in three equal amounts in May 2010,
May 2011 and May 2012 subject to continued employment with us and certain market
conditions. The remaining 11,246 shares of restricted stock vest in
three equal amounts in May 2010, May 2011 and May 2012, subject to continued
employment with us. During the vesting period of the shares of
restricted stock awarded to Mr. Kjeldsberg on May 9, 2007, May 9, 2008 and May
14, 2009, Mr. Kjeldsberg will be credited with an additional number of shares of
restricted stock in an amount equal to the value of the dividends that would
have been paid on the awarded shares had the shares vested on the date of the
award. These additional shares will be transferred to Mr. Kjeldsberg
as the shares vest.
In the
event of a change of control, Mr. Kjeldsberg is entitled to an amount equal to
twice his annual base salary, subject to certain conditions. In the
event we terminate Mr. Kjeldsberg’s employment, he is entitled to one year of
severance, subject to certain conditions. Pursuant to his employment
agreement, Mr. Kjeldsberg has agreed to protect our confidential
information. He has also agreed during the term of the agreement and
for a period of one year following his termination not to (i) engage in any
business that is involved in the voyage chartering or time chartering of crude
oil tankers, (ii) solicit any business from a person that is a customer or
client of ours or (iii) form, or acquire a two percent or greater equity
ownership, voting or profit participation in, any of our
competitors.
Stock
Plan
2005
Incentive Compensation Plan
We
established the 2005 Incentive Compensation Plan, or the “Plan,” prior to the
consummation of our IPO for the initial benefit of our directors and officers
(including prospective directors and officers). The following
description of the Plan is qualified by reference to the full text thereof, a
copy of which is filed as an exhibit to this report.
Awards
The Plan
provides for the grant of options intended to qualify as incentive stock
options, or “ISOs,” under Section 422 of the Internal Revenue Code of 1986, as
amended and non-statutory stock options, or “NSOs,” restricted stock awards,
restricted stock units, or “RSUs,” cash incentive awards and other equity-based
or equity-related awards.
Plan
administration
The Plan
will be administered by the compensation committee of our board of directors or
such other committee as our board of directors may designate to administer the
Plan. Initially, our entire board will perform the functions of the
compensation committee and will administer the Plan. Subject to the
terms of the Plan and applicable law, the compensation committee has sole and
plenary authority to administer the Plan, including, but not limited to, the
authority to (i) designate Plan participants, (ii) determine the type or types
of awards to be granted to a participant, (iii) determine the number of shares
of our common stock to be covered by awards, (iv) determine the terms and
conditions of any awards, including vesting schedules and performance criteria,
(v) amend or replace an outstanding award and (vi) make any other determination
and take any other action that the compensation committee deems necessary or
desirable for the administration of the Plan.
Shares
available for awards
Subject
to adjustment as provided below, the aggregate number of shares of our common
stock that may be delivered pursuant to awards granted under the Plan is
700,000, of which the maximum number of shares that may be delivered pursuant to
ISOs granted under the Plan is 150,000. The maximum number of shares
of our common stock with respect to which awards may be granted to any
participant in the Plan in any fiscal year is 100,000. If an award
granted under the Plan is forfeited, or otherwise expires, terminates or is
canceled without the delivery of shares, then the shares covered by such award
will again be available to be delivered pursuant to awards under the
Plan.
In the
event of any corporate event affecting the shares of our common stock, the
compensation committee in its discretion may make such adjustments and other
substitutions to the Plan and awards under the Plan as it deems equitable or
desirable in its sole discretion.
Stock
options
The
compensation committee may grant both ISOs and NSOs under the
Plan. Except as otherwise determined by the compensation committee in
an award agreement, the exercise price for options cannot be less than the fair
market value (as defined in the Plan) of our common stock on the date of
grant. In the case of ISOs granted to an employee who, at the time of
the grant of an option, owns stock representing more than 10% of the voting
power of all classes or our stock or the stock of any of our affiliates, the
exercise price cannot be less than 110% of the fair market value of a share of
our common stock on the date of grant. All options granted under the
Plan will be NSOs unless the applicable award agreement expressly states that
the option is intended to be an ISO.
Subject
to any applicable award agreement, options shall vest and become exercisable on
each of the first three anniversaries of the date of grant. The term
of each option will be determined by the compensation committee; provided that
no option will be exercisable after the tenth anniversary of the date the option
is granted. The exercise price may be paid with cash (or its
equivalent) or by other methods as permitted by the compensation
committee.
Restricted
shares and restricted stock units
Restricted
shares and RSUs may not be sold, assigned, transferred, pledged or otherwise
encumbered except as provided in the Plan or the applicable award agreement;
provided, however, that the compensation committee may determine that restricted
shares and RSUs may be transferred by the participant. Upon the grant
of a restricted share, certificates will be issued and registered in the name of
the participant and deposited by the participant, together with a stock power
endorsed in blank, with us or a custodian designated by the compensation
committee or us. Upon lapse of the restrictions applicable to such
restricted shares, we or the custodian, as applicable, will deliver such
certificates to the participant or his or her legal representative.
An RSU
will have a value equal to the fair market value of a share of our common
stock. RSUs may be paid in cash, shares of our common stock, other
securities, other awards or other property, as determined by the committee, upon
the lapse of restrictions applicable to such RSU or in accordance with the
applicable award agreement. The committee may provide a participant
who holds restricted shares or RSUs with dividends or dividend equivalents
payable in cash, shares of our common stock or other property.
The
compensation committee may provide a participant who holds restricted shares
with dividends or dividend equivalents, payable in cash, shares of our common
stock or other property.
Cash
incentive awards
Subject
to the provisions of the Plan, the compensation committee may grant cash
incentive awards payable upon the attainment of one or more individual, business
or other performance goals or similar criteria.
Other
stock-based awards
Subject
to the provisions of the Plan, the compensation committee may grant to
participants other equity-based or equity-related awards. The
compensation committee may determine the amounts and terms and conditions of any
such awards provided that they comply with applicable laws.
Amendment
and termination of the Plan
Subject
to any government regulation and to the rules of the NYSE or any successor
exchange or quotation system on which shares of our common stock may be listed
or quoted, the Plan may be amended, modified or terminated by our board of
directors without the approval of our stockholders, except that stockholder
approval shall be required for any amendment that would (i) increase the maximum
number of shares of our common stock available for awards under the Plan or
increase the maximum number of shares of our common stock that may be delivered
pursuant to ISOs granted under the Plan or (ii) modify the requirements for
participation under the Plan. No modification, amendment or
termination of the Plan that is adverse to a participant will be effective
without the consent of the affected participant, unless otherwise provided by
the compensation committee in the applicable award agreement.
The
compensation committee may waive any conditions or rights under, amend any terms
of, or alter, suspend, discontinue, cancel or terminate any award previously
granted, prospectively or retroactively; provided, however, that, unless
otherwise provided by the compensation committee in the applicable award
agreement, any such waiver, amendment, alteration, suspension, discontinuance,
cancellation or termination that would materially and adversely impair the
rights of any participant to any award previously granted will not to that
extent be effective without the consent of the affected
participant.
Change
of control
The Plan
provides that, unless otherwise provided in an award agreement, in the event we
experience a change of control, unless provision is made in connection with the
change of control for assumption for, or substitution of, awards previously
granted:
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any
options outstanding as of the date the change of control is determined to
have occurred will become fully exercisable and vested, as of immediately
prior to the change of control;
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all
cash incentive awards will be paid out as if the date of the change of
control were the last day of the applicable performance period and
“target” performance levels had been attained;
and
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all
other outstanding awards will automatically be deemed exercisable or
vested and all restrictions and forfeiture provisions related thereto will
lapse as of immediately prior to such change of
control.
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Unless
otherwise provided pursuant to an award agreement, a “change of control” is
defined to mean any of the following events, generally:
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the
consummation of a merger, reorganization or consolidation or sale or other
disposition of all or substantially all of our
assets;
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the
approval by our stockholders of a plan of our complete liquidation or
dissolution; or
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an
acquisition by any individual, entity or group of beneficial ownership of
50% or more of either the then outstanding shares of our common stock or
the combined voting power of our then outstanding voting securities
entitled to vote generally in the election of
directors.
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Term
of the Plan
No award
may be granted under the Plan after June 7, 2015, the tenth anniversary of the
date the Plan was approved by our stockholders.
C. BOARD
PRACTICES
BOARD
OF DIRECTORS
Our
business and affairs are managed under the direction of our board of
directors. Our board is currently composed of four directors, all of
whom are independent under the applicable rules of the NYSE.
Our board
of directors is elected annually on a staggered basis and each director elected
holds office for a three-year term. Each of Mr. Erik Lind, Mr. Rolf
Wikborg and Ms. Randee Day was initially elected in July 2005. Mr.
Einar Michael Steimler was initially appointed in March 2010. The
term of both of our Class I directors, Mr. Erik Lind and Mr. Einar Michael
Steimler, expires in 2011; the term of our Class III director, Mr. Rolf Wikborg,
expires in 2012; and the term of our Class II director, Ms. Randee Day, expires
in 2010. Mr. Wikborg was re-elected as our Class III director at our
annual stockholders meeting on June 18, 2009, Ms. Day was re-elected as our
Class II director at our annual stockholders meeting on June 20, 2007 and Mr.
Lind was re-elected as our Class I director at our annual stockholders meeting
on June 18, 2008.
BOARD
COMMITTEES
Our board
of directors, which is entirely composed of independent directors under the
applicable rules of the NYSE, performs the functions of our audit committee,
compensation committee and nominating and corporate governance
committee.
The
purpose of our audit committee is to oversee (i) management’s conduct of our
financial reporting process (including the development and maintenance of
systems of internal accounting and financial controls), (ii) the integrity of
our financial statements, (iii) our compliance with legal and regulatory
requirements and ethical standards, (iv) significant financial transactions and
financial policy and strategy, (v) the qualifications and independence of our
outside auditors, (vi) the performance of our internal audit function and (vii)
the outside auditors’ annual audit of our financial statements. Mr.
Erik Lind is our “audit committee financial expert” as that term is defined in
Item 401(h) of Regulation S-K.
The
purpose of our compensation committee is to (i) discharge the board of
director’s responsibilities relating to the evaluation and compensation of our
executives, (ii) oversee the administration of our compensation plans, (iii)
review and determine director compensation and (iv) prepare any report on
executive compensation required by the rules and regulations of the
SEC.
The
purpose of our nominating and corporate governance committee to (i) identify
individuals qualified to become board of directors members and recommend such
individuals to the board of directors for nomination for election to the board
of directors, (ii) make recommendations to the board of directors concerning
committee appointments, (iii) review and make recommendations for executive
management appointments, (iv) develop, recommend and annually review our
corporate governance guidelines and oversee corporate governance matters and (v)
coordinate an annual evaluation of the board of directors and its
chairman.
DIRECTORS
Our
directors are elected by a plurality of the votes cast by stockholders entitled
to vote. There is no provision for cumulative voting.
Our
bylaws provide that our board of directors must consist of at least three
members. Stockholders may change the number of directors only by the
affirmative vote of holders of a majority of the outstanding common
stock. The board of directors may change the number of directors only
by a majority vote of the entire board of directors.
D. EMPLOYEES
As of
December 31, 2009, we had 3 employees. Our employees are not
represented by any collective bargaining agreements and we have never
experienced a work stoppage.
E. SHARE
OWNERSHIP
See “Item
7.A Major Stockholders.”
A. MAJOR
STOCKHOLDERS
The
following table sets forth certain information regarding (i) the owners of more
than 5% of our common stock that we are aware of based on 13G and 13D filings
and (ii) the total amount of common stock owned by all of our officers and
directors, individually and as a group. Following the completion of
our IPO we have one class of common stock outstanding and each outstanding share
will be entitled to one vote.
|
|
|
Number
of Shares
|
|
Percentage
of Outstanding Shares
|
|
Persons
owning more than 5% of a class of our equity securities
|
|
|
|
|
|
MMI
Investments, L.P. (1)
|
|
4,362,900
|
|
9.0
|
|
BlackRock,
Inc. (2)
|
|
3,111,158
|
|
6.39
|
|
Rivanna
Partners, L.P. (3)
|
|
2,860,171
|
|
5.9
|
|
Directors
|
|
|
|
|
|
Erik
A. Lind (4)
|
|
35,970
|
|
*
|
|
Randee
Day (4)
|
|
37,970
|
|
*
|
|
Rolf
A. Wikborg (4)
|
|
35,970
|
|
*
|
|
Einar
Michael Steimler
|
|
—
|
|
—
|
|
Executive
Officers
|
|
|
|
|
|
Ole
Jacob Diesen (5)
|
|
150,716
|
|
*
|
|
Eirik
Ubøe (6)
|
|
78,319
|
|
*
|
|
Tom
R. Kjeldsberg (7)
|
|
59,419
|
|
*
|
|
Directors
and executive officers as a group (6 persons) (8)
|
|
348,364
|
|
*
|
|
(1)
|
Based
on a Schedule 13D/A filed by MMI Investments, L.P. with the Commission on
March 17, 2010.
|
|
(2)
|
Based
on a Schedule 13G filed by BlackRock, Inc. with the Commission on January
29, 2010.
|
|
(3)
|
Based
on a Schedule 13G filed by Rivanna Partners, L.P. with the Commission on
January 28, 2010.
|
|
(4)
|
Includes
31,592 shares of restricted stock subject to vesting
conditions.
|
|
(5)
|
Does
not include 11,574 options with an exercise price of $12 per share and
expiring on October 18, 2015. Includes 109,706 shares of restricted stock
subject to vesting conditions. Does not include 50,000 shares to be issued
to Mr. Diesen upon termination of his consulting
agreement.
|
|
(6)
|
Does
not include 11,574 options with an exercise price of $12 per share and
expiring on October 18, 2015. Includes 56,114 shares of restricted stock
subject to vesting conditions.
|
|
(7)
|
Includes
51,696 shares of restricted stock subject to vesting
conditions.
|
|
(8)
|
Includes
312,289 shares of restricted stock subject to vesting
conditions.
|
Our major
shareholders have the same voting rights as our other
shareholders. To our knowledge, no corporation or foreign government
or other natural or legal person(s) owns more than 50% of our outstanding
stock. We are not aware of any arrangements, the operation of which
may at a subsequent date result in a change of control.
B. RELATED
PARTY TRANSACTIONS
None.
C. INTEREST
OF EXPERTS AND COUNSEL
Not
applicable.
A. CONSOLIDATED
STATEMENTS AND OTHER FINANCIAL INFORMATION
|
|
1.
|
AUDITED
CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
2.
|
THREE
YEARS COMPARATIVE FINANCIAL
STATEMENTS
|
|
|
See
Reports of Independent Registered Public Accounting Firm on pages F-2
through F-3.
|
|
|
4.
|
LATEST
AUDITED FINANCIAL STATEMENTS MAY BE NO OLDER THAN 15
MONTHS
|
|
|
We
have complied with this
requirement.
|
|
|
5.
|
INTERIM
FINANCIAL STATEMENTS IF DOCUMENT IS MORE THAN NINE MONTHS SINCE LAST
AUDITED FINANCIAL YEAR
|
|
|
6.
|
EXPORT
SALES IF SIGNIFICANT
|
The
nature of our business, i.e., the acquisition, chartering and ownership of our
vessels, exposes us to risk of lawsuits for damages or penalties relating to,
among other things, personal injury, property casualty and environmental
contamination. Under rules related to maritime proceedings, certain
claimants may be entitled to attach charter hire payable to us in certain
circumstances. There are no actions or claims pending against us as
of the date of this report.
Historically,
we paid quarterly dividends to the holders of our common stock in March, June,
September and December of each year, in amounts substantially equal to the
available cash from our operations during the previous quarter less cash
expenses and any reserves established by our board of directors. In
January 2008, our board of directors approved a new dividend policy to provide
stockholders of record with an intended fixed quarterly
dividend. Commencing with the first dividend payment attributable to
the 2008 fiscal year, the dividend was $0.25 per share. The dividends
paid related to the four quarters of 2008 and amounted to $0.25, $0.25, $0.30
and $0.30 per share, respectively. The dividend paid related to the
first quarter of 2009 was $0.25 per share. For the last three
quarters related to 2009 we did not pay any dividend.
Our board
of directors may review and amend our dividend policy from time to time in
accordance with any future growth of our fleet or for other
reasons. The timing and amount of dividend payments will be
determined by our board of directors and will depend on, among other things, our
cash earnings, financial condition, cash requirements and other
factors.
The
amount of future dividends, if any, could be affected by various factors,
including our cash earnings, financial condition and cash requirements, the loss
of a vessel, the acquisition of one or more vessels, required capital
expenditures, reserves established by our board of directors, increased or
unanticipated expenses, a change in our dividend policy, additional borrowings
or future issuances of securities, many of which will be beyond our
control.
Marshall
Islands law generally prohibits the payment of dividends other than from surplus
or while a company is insolvent or would be rendered insolvent by the payment of
such a dividend. We do not expect to pay any income taxes in the
Marshall Islands. We also do not expect to pay any income taxes in
the United States. Please see the sections of this report entitled
“Item 10. Additional Information—Taxation.”
B.
SIGNIFICANT CHANGES
None.
A.
OFFER AND LISTING DETAILS
|
|
2.
|
METHOD
TO DETERMINE EXPECTED PRICE
|
|
|
3.
|
PRE-EMPTIVE
EXERCISE RIGHTS
|
Our
common stock is listed for trading on the NYSE and is traded under the symbol
“DHT.” The following table lists the high and low closing market
prices for our common stock for the periods indicated as reported:
|
|
|
High
|
|
|
Low
|
|
|
Year
ended:
|
|
|
|
|
|
|
|
December
31, 2006
|
|
$ |
16.44 |
|
|
$ |
12.10 |
|
|
December
31, 2007
|
|
|
18.73 |
|
|
|
11.64 |
|
|
December
31, 2008
|
|
|
12.61 |
|
|
|
3.25 |
|
|
December
31, 2009
|
|
|
6.74 |
|
|
|
3.39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
ended:
|
|
|
|
|
|
|
|
|
|
March
31, 2008
|
|
|
12.61 |
|
|
|
9.32 |
|
|
June
30, 2008
|
|
|
12.20 |
|
|
|
9.85 |
|
|
September
30, 2008
|
|
|
10.14 |
|
|
|
6.14 |
|
|
December
31, 2008
|
|
|
6.75 |
|
|
|
3.25 |
|
|
March
31, 2009
|
|
|
6.74 |
|
|
|
3.84 |
|
|
June
30, 2009
|
|
|
5.77 |
|
|
|
3.70 |
|
|
September
30, 2009
|
|
|
5.38 |
|
|
|
3.65 |
|
|
December
31, 2009
|
|
|
4.23 |
|
|
|
3.39 |
|
|
|
|
|
|
|
|
|
|
|
|
Month
ended:
|
|
|
|
|
|
|
|
|
|
September
30, 2009
|
|
|
5.08 |
|
|
|
3.65 |
|
|
October
31, 2009
|
|
|
3.86 |
|
|
|
3.39 |
|
|
November
30, 2009
|
|
|
4.11 |
|
|
|
3.43 |
|
|
December
31, 2009
|
|
|
4.23 |
|
|
|
3.67 |
|
|
January
31, 2010
|
|
|
4.03 |
|
|
|
3.69 |
|
|
February
28, 2010
|
|
|
3.80 |
|
|
|
3.52 |
|
|
|
5.
|
TYPE
AND CLASS OF SECURITIES
|
|
|
6.
|
LIMITATIONS
OF SECURITIES
|
|
|
7.
|
RIGHTS
CONVEYED BY SECURITIES ISSUED
|
B.
PLAN OF DISTRIBUTION
Not
applicable.
C.
MARKETS FOR STOCK
Our
common stock is listed for trading on the NYSE and is traded under the symbol
“DHT.”
D.
SELLING SHAREHOLDERS
Not
applicable.
E.
DILUTION FROM OFFERING
Not
applicable.
F.
EXPENSES OF OFFERING
Not
applicable.
A.
SHARE CAPITAL
Not
applicable.
B.
MEMORANDUM AND ARTICLES OF ASSOCIATION
Not
applicable.
The
following is a description of the material terms of our articles of
incorporation and bylaws. Because the following is only a summary, it
does not contain all information that you may find useful. For more
complete information you should read our articles of incorporation and bylaws
listed as an exhibit to this report.
PURPOSE
Our
purpose, as stated in our articles of incorporation, is to engage in any lawful
act or activity for which corporations may now or hereafter be organized under
the BCA. Our articles of incorporation and bylaws do not impose any
limitations on the ownership rights of our stockholders.
AUTHORIZED
CAPITALIZATION
Under our
articles of incorporation, our authorized capital stock consists of 100,000,000
shares of common stock, par value $.01 per share, and 1,000,000 shares of
preferred stock, par value $.01 per share. As of December 31, 2009,
we had outstanding 48,675,897 shares of common stock and no shares of preferred
stock. All of our shares of stock are in registered
form.
Common
Stock
Each
outstanding share of common stock entitles the holder to one vote on all matters
submitted to a vote of stockholders. Subject to preferences that may
be applicable to any outstanding shares of preferred stock, holders of shares of
common stock are entitled to receive ratably all dividends, if any, declared by
our board of directors out of funds legally available for
dividends. Upon our dissolution or liquidation or the sale of all or
substantially all or our assets, after payment in full of all amounts required
to be paid to creditors and to the holders of preferred stock having liquidation
preferences, if any, the holders or our common stock will be entitled to receive
pro rata our remaining assets available for distribution. Holders of
common stock do not have conversion, redemption or preemptive rights to
subscribe to any of our securities. The rights, preferences and
privileges of holders of common stock are subject to the rights of the holders
of any shares of preferred stock which we may issue in the future.
Preferred
Stock
Our
articles of incorporation authorize our board of directors to establish one or
more series of preferred stock and to determine, with respect to any series of
preferred stock, the terms and rights of that series, including:
|
|
|
the
designation of the series;
|
|
|
|
the
number of shares of the series;
|
|
|
|
the
preferences and relative, participating, option or other special rights,
if any, and any qualifications, limitations or restrictions of such
series; and
|
|
|
|
the
voting rights, if any, of the holders of the
series.
|
DIRECTORS
Our
directors are elected by a plurality of the votes cast by stockholders entitled
to vote. There is no provision for cumulative voting.
Our
bylaws provide that our board of directors must consist of at least three
members. Stockholders may change the number of directors only by the
affirmative vote of holders of a majority of the outstanding common
stock. The board of directors may change the number of directors only
by a majority vote of the entire board of directors.
STOCKHOLDER
MEETINGS
Under our
bylaws, annual stockholder meetings will be held at a time and place selected by
our board of directors. The meetings may be held in or outside of the
Marshall Islands. Special meetings may be called by stockholders
holding not less than one-fifth of all the outstanding shares entitled to vote
at such meeting. Our board of directors may set a record date between
15 and 60 days before the date of any meeting to determine the stockholders that
will be eligible to receive notice and vote at the meeting.
DISSENTERS’
RIGHTS OF APPRAISAL AND PAYMENT
Under the
BCA, our stockholders have the right to dissent from various corporate actions,
including any merger or consolidation or sale of all or substantially all of our
assets not made in the usual course of our business, and receive payment of the
fair value of their shares. In the event of any further amendment of
our articles of incorporation, a stockholder also has the right to dissent and
receive payment for his or her shares if the amendment alters certain rights in
respect of those shares. The dissenting stockholder must follow the
procedures set forth in the BCA to receive payment. In the event that
we and any dissenting stockholder fail to agree on a price for the shares, the
BCA procedures involve, among other things, the institution of proceedings in
the high court of the Republic of the Marshall Islands or in any appropriate
court in any jurisdiction in which the company’s shares are primarily traded on
a local or national securities exchange.
STOCKHOLDERS’
DERIVATIVE ACTIONS
Under the
BCA, any of our stockholders may bring an action in our name to procure a
judgment in our favor, also known as a derivative action, provided that the
stockholder bringing the action is a holder of common stock both at the time the
derivative action is commenced and at the time of the transaction to which the
action relates.
LIMITATIONS
ON LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS
The BCA
authorizes corporations to limit or eliminate the personal liability of
directors and officers to corporations and their stockholders for monetary
damages for breaches of directors’ fiduciary duties. Our bylaws
includes a provision that eliminates the personal liability of directors for
monetary damages for actions taken as a director to the fullest extent permitted
by law.
Our
bylaws provide that we must indemnify our directors and officers to the fullest
extent authorized by law. We are also expressly authorized to advance
certain expenses (including attorneys fees and disbursements and court costs) to
our directors and offices and carry directors’ and officers’ insurance providing
indemnification for our directors, officers and certain employees for some
liabilities. We believe that these indemnification provisions and
insurance are useful to attract and retain qualified directors and executive
officers.
The
limitation of liability and indemnification provisions in our articles of
incorporation and bylaws may discourage stockholders from bringing a lawsuit
against directors for breach of their fiduciary duty. These
provisions may also have the effect of reducing the likelihood of derivative
litigation against directors and officers, even though such an action, if
successful, might otherwise benefit us and our stockholders. In
addition, your investment may be adversely affected to the extent we pay the
costs of settlement and damage awards against directors and officers pursuant to
these indemnification provisions.
There is
currently no pending material litigation or proceeding involving any of our
directors, officers or employees for which indemnification is
sought.
ANTI-TAKEOVER
EFFECT OF CERTAIN PROVISIONS OF OUR ARTICLES OF INCORPORATION AND
BYLAWS
Several
provisions of our articles of incorporation and bylaws, which are summarized
below, may have anti-takeover effects. These provisions are intended
to avoid costly takeover battles, lessen our vulnerability to a hostile change
of control and enhance the ability of our board of directors to maximize
stockholder value in connection with any unsolicited offer to acquire
us. However, these anti-takeover provisions, which are summarized
below, could also discourage, delay or prevent the merger or acquisition of our
company by means of a tender offer, a proxy contest or otherwise that a
stockholder may consider in its best interest, as well as the removal of
incumbent officers and directors.
Blank
Check Preferred Stock
Under the
terms of our articles of incorporation, our board of directors has authority,
without any further vote or action by our stockholders, to issue up to 1,000,000
shares of blank check preferred stock. Our board of directors may
issue shares of preferred stock on terms calculated to discourage, delay or
prevent a change of control of our company or the removal of our
management.
Classified
Board of Directors
Our
articles of incorporation provide for the division of our board of directors
into three classes of directors, with each class as nearly equal in number as
possible, serving staggered, three year terms. Approximately one-third of our
board of directors will be elected each year. This classified board
provision could discourage a third party from making a tender offer for our
shares or attempting to obtain control of us. It could also delay
stockholders who do not agree with the policies of our board of directors from
removing a majority of our board of directors for two years.
Election
and Removal of Directors
Our
articles of incorporation prohibit cumulative voting in the election of
directors. Our bylaws require parties other than the board of
directors to give advance written notice of nominations for the election of
directors. Our articles of incorporation also provide that our
directors may be removed only for cause and only upon the affirmative vote of a
majority of the outstanding shares of our capital stock entitled to vote for
those directors. These provisions may discourage, delay or prevent
the removal of incumbent officers and directors.
Our
bylaws provide that stockholders are required to give us advance notice of any
person they wish to propose for election as a director if that person is not
proposed by our board of directors. These advance notice provisions
provide that the stockholder must have given written notice of such proposal not
less than 90 days nor more than 120 days prior to the anniversary date of the
immediately preceding annual general meeting. In the event the annual
general meeting is called for a date that is not within 30 days before or after
such anniversary date, notice by the stockholder must be given not later than 10
days following the earlier of the date on which notice of the annual general
meeting was mailed to stockholders or the date on which public disclosure of the
date of the annual general meeting was made.
In the
case of a special general meeting called for the purpose of electing directors,
notice by the stockholder must be given not later than 10 days following the
earlier of the date on which notice of the special general meeting was mailed to
stockholders or the date on which public disclosure of the date of the special
general meeting was made. Any nomination not properly made will be
disregarded.
A
director may be removed only for cause by the stockholders, provided notice is
given to the director of the stockholders meeting convened to remove the
director and provided such removal is approved by the affirmative vote of a
majority of the outstanding shares of our capital stock entitled to vote for
those directors. The notice must contain a statement of the intention
to remove the director and must be served on the director not less than fourteen
days before the meeting. The director is entitled to attend the
meeting and be heard on the motion for his removal.
Limited
Actions by Stockholders
Our
articles of incorporation and our bylaws provide that any action required or
permitted to be taken by our stockholders must be effected at an annual or
special meeting of stockholders or by the unanimous written consent of our
stockholders. Our articles of incorporation and our bylaws provide
that, subject to certain exceptions, our chairman or chief executive officer, at
the direction of the board of directors or holders of not less than one-fifth of
all outstanding shares may call special meetings of our stockholders and the
business transacted at the special meeting is limited to the purposes stated in
the notice. Accordingly, a stockholder may be prevented from calling
a special meeting for stockholder consideration of a proposal over the
opposition of our board of directors and stockholder consideration of a proposal
may be delayed until the next annual meeting.
TRANSFER
AGENT
The
registrar and transfer agent for our common stock is American Stock Transfer
& Trust Company.
LISTING
Our
common stock is listed on the NYSE under the symbol “DHT.”
C. MATERIAL
CONTRACTS
Other
than the Executive Officer Employment Agreements (described below), the
Charters, the Ship Management Agreements (as amended), our Guarantees and our
Secured Loan Facility Agreement (as amended), we have not entered into any
material contracts other than contracts entered into in the ordinary course of
business.
Executive Officer
Employment Agreements
We have
entered into employment agreements with Ms. Randee Day and Mr. Eirik Ubøe that
set forth their rights and obligations as our acting chief executive officer and
chief financial officer, respectively. We had also entered into an
employment agreement with Mr. Diesen that had set forth his rights and
obligations as our chief executive officer, which was terminated on March 31,
2010. Either the executive or we may terminate the employment
agreements for any reason and at any time. In addition, we have also
entered into a consulting agreement with Mr. Diesen that sets forth his rights
and obligations as a consultant. Either Mr. Diesen or we may terminate the
consulting agreement at any time. We have also entered into an
employment agreement with Mr. Tom R. Kjeldsberg that sets forth his rights and
obligations as our Senior Vice President. Either Mr. Kjeldsberg or we
may terminate the employment agreement at any time. For additional
information on these agreements see “Item 6. Directors, Senior
Management and Employees─Executive Compensation, Employment
Agreements.”
D. EXCHANGE
CONTROLS
None.
E. TAXATION
The
following is a discussion of the material Marshall Islands and United States
federal income tax considerations relevant to an investment decision by a
“United States Holder,” as defined below, with respect to the acquisition,
ownership and disposition of our common stock. This discussion does
not purport to deal with the tax consequences of owning common stock to all
categories of investors, some of which (such as financial institutions,
regulated investment companies, real estate investment trusts, tax-exempt
organizations, insurance companies, persons holding our common stock as part of
a hedging, integrated, conversion or constructive sale transaction or a
straddle, traders in securities that have elected the mark-to-market method of
accounting for their securities, persons liable for alternative minimum tax,
persons who are investors in pass-through entities, dealers in securities or
currencies and investors whose functional currency is not the United States
dollar) may be subject to special rules.
WE
RECOMMEND THAT YOU CONSULT YOUR OWN TAX ADVISORS CONCERNING THE OVERALL TAX
CONSEQUENCES ARISING IN YOUR OWN PARTICULAR SITUATION UNDER UNITED STATES
FEDERAL, STATE, LOCAL OR FOREIGN LAW OF THE OWNERSHIP OF COMMON
STOCK.
MARSHALL
ISLANDS TAX CONSIDERATIONS
The
following are the material Marshall Islands tax consequences of our activities
to us and stockholders of our common stock. We are incorporated in
the Marshall Islands. Under current Marshall Islands law, we are not
subject to tax on income or capital gains, and no Marshall Islands withholding
tax will be imposed upon payments of dividends by us to our
stockholders.
UNITED
STATES FEDERAL INCOME TAX CONSIDERATIONS
This
discussion is based on the Code, Treasury regulations issued thereunder,
published administrative interpretations of the IRS and judicial decisions as of
the date hereof, all of which are subject to change at any time, possibly on a
retroactive basis.
Taxation
of Operating Income: In General
Our
subsidiaries have elected to be treated as disregarded entities for U.S. federal
income tax purposes. As a result, for purposes of the discussion
below, our subsidiaries are treated as branches rather than as separate
corporations.
Unless exempt from United States federal income taxation
under the rules contained in Section 883 of the Code (discussed below), a
foreign corporation is subject to United States federal income taxation on its
shipping income that is treated as derived from sources within the United
States, referred to as “United States source shipping income.” For
these purposes “shipping income” means any income that is derived from the use
of vessels, from the hiring or leasing of vessels for use on a time, voyage or
bareboat charter basis, from the participation in a pool, partnership, strategic
alliance, joint operating agreement, code sharing arrangement or other joint
venture it directly or indirectly owns or participates in that generates such
income, or from the performance of services directly related to those
uses. For tax purposes, United States source shipping income includes
(i) 50% of shipping income that is attributable to transportation that begins or
ends, but that does not both begin and end, in the United States and (ii) 100%
of shipping income that is attributable to transportation that both begins and
ends in the United States.
Shipping
income attributable to transportation exclusively between non-United States
ports will be considered to be 100% derived from sources outside the United
States. Shipping income derived from sources outside the United
States will not be subject to any United States federal income tax.
In the
absence of exemption from tax under Section 883, our gross United States source
shipping income would be subject to a 4% tax imposed without allowance for
deductions, as described below. We have not, nor do we believe we
will, engage in transportation that produces income which is considered to be
100% from sources within the United States.
Exemption
of operating income from United States federal income taxation
Under
Section 883 of the Code and the regulations thereunder, we will be exempt from
United States federal income taxation on our United States source shipping
income if:
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1.
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we
are organized in a foreign country (the “country of organization”) that
grants an “equivalent exemption” to corporations organized in the United
States; and
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(A) more
than 50% of the value of our stock is owned, directly or indirectly, by
individuals who are “residents” of our country of organization or of another
foreign country that grants an “equivalent exemption” to corporations organized
in the United States, referred to as the “50% Ownership Test,” or
(B) our
stock is “primarily and regularly traded on an established securities market” in
our country of organization, in another country that grants an “equivalent
exemption” to United States corporations, or in the United States, referred to
as the “Publicly-Traded Test.”
The
Marshall Islands, the jurisdiction where we and our ship-owning subsidiaries are
incorporated, grants an “equivalent exemption” to United States
corporations. Therefore, we will be exempt from United States federal
income taxation with respect to our United States source shipping income if
either the 50% Ownership Test or the Publicly-Traded Test is
met. Because shares of our common stock are traded on the NYSE, it is
difficult to satisfy the 50% Ownership Test due to the widely-held ownership of
our stock.
As to the
Publicly-Traded Test, the regulations under Code Section 883 provide, in
pertinent part, that stock of a foreign corporation will be considered to be
“primarily traded” on an established securities market in a country if the
number of shares of each class of stock that is traded during any taxable year
on all established securities markets in that country exceeds the number of
shares in each such class that is traded during that year on established
securities markets in any other single country. We believe that our
common stock, which is, and will continue to be, the sole class of our issued
and outstanding stock, is, and will continue to be, “primarily traded” on the
NYSE, which is an established securities market for these purposes.
The Publicly-Traded Test also requires our common stock
to be “regularly traded” on an established securities market. Under
the regulations, our common stock is considered to be “regularly traded” on an
established securities market if one or more classes of our stock representing
more than 50% of our outstanding shares, by both total combined voting power of
all classes of stock entitled to vote and total value, are listed on the market,
referred to as the “listing threshold.” The regulations further
require that with respect to each class of stock relied upon to meet the listing
threshold, (i) such class of stock is traded on the market, other than in
minimal quantities, on at least 60 days during the taxable year or 1/6 of the
days in a short taxable year; and (ii) the aggregate number of shares of such
class of stock traded on such market during the taxable year is at least 10% of
the average number of shares of such class of stock outstanding during such year
(as appropriately adjusted in the case of a short taxable year). We
believe we satisfy, and will continue to satisfy, the trading frequency and
trading volume tests. However, even if we do not satisfy both tests,
the regulations provide that the trading frequency and trading volume tests will
be deemed satisfied if our common stock is traded on an established market in
the United States and such stock is regularly quoted by dealers making a market
in such stock. We believe this is and will continue to be the
case.
Notwithstanding
the foregoing, a class of our stock will not be considered to be “regularly
traded” on an established securities market for any taxable year in which 50% or
more of the vote and value of the outstanding shares of such class are owned,
actually or constructively under certain stock attribution rules, on more than
half the days during the taxable year by persons who each own 5% or more of the
value of such class of our outstanding stock, referred to as the “5 Percent
Override Rule.”
In order
to determine the persons who actually or constructively own 5% or more of our
stock, or “5% Stockholders,” we are permitted to rely on those persons that are
identified on Schedule 13G and Schedule 13D filings with the United States
Securities and Exchange Commission, or the “SEC,” as having a 5% or more
beneficial interest in our common stock. In addition, an investment
company identified on a Schedule 13G or Schedule 13D filing which is registered
under the Investment Company Act of 1940, as amended, will not be treated as a
5% Stockholder for such purposes.
In the
event the 5 Percent Override Rule is triggered, the 5 Percent Override Rule will
nevertheless not apply if we can establish that among the closely-held group of
5% Stockholders, there are sufficient 5% Stockholders that are considered to be
“qualified stockholders” for purposes of Section 883 to preclude non-qualified
5% Stockholders in the closely-held group from owning 50% or more of each class
of our stock for more than half the number of days during the taxable
year.
We
believe that we have satisfied and will continue to satisfy the Publicly-Traded
Test and that the 5 percent Override Rule has not been and will not be
applicable to us. However, no assurance can be given that this will
be the case in the future.
In any
year that the 5 Percent Override Rule is triggered with respect to us, we are
eligible for the exemption from tax under Section 883 only if we can
nevertheless satisfy the Publicly-Traded Test (which requires, among other
things, showing that the exception to the 5 Percent Override Rule applies) or if
we can satisfy the 50% Ownership Test. In either case, we would have
to satisfy certain substantiation requirements regarding the identity of our
stockholders in order to qualify for the Section 883 exemption. These
requirements are onerous and there is no assurance that we would be able to
satisfy them.
To the
extent the benefits of Section 883 are unavailable, our United States source
shipping income, to the extent not considered to be “effectively connected” with
the conduct of a United States trade or business, as described below, would be
subject to a 4% tax imposed by Section 887 of the Code on a gross basis, without
the benefit of deductions. Since under the sourcing rules described
above, no more than 50% of our shipping income would be treated as being United
States source shipping income, the maximum effective rate of United States
federal income tax on its shipping income would never exceed 2% under the 4%
gross basis tax regime.
To the
extent the benefits of the Section 883 exemption are unavailable and our United
States source shipping income is considered to be “effectively connected” with
the conduct of a United States trade or business, as described below, any such
“effectively connected” United States source shipping income, net of applicable
deductions, would be subject to the United States federal corporate income tax
currently imposed at rates of up to 35%. In addition, we may be
subject to the 30% “branch profits” taxes on earnings effectively connected with
the conduct of such trade or business, as determined after allowance for certain
adjustments, and on certain interest paid or deemed paid attributable to the
conduct of our United States trade or business.
Our United States source shipping income would be
considered “effectively connected” with the conduct of a United States trade or
business only if:
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we
had, or were considered to have, a fixed place of business in the United
States involved in the earning of United States source shipping income;
and
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substantially
all of our United States source shipping income was attributable to
regularly scheduled transportation, such as the operation of a vessel that
followed a published schedule with repeated sailings at regular intervals
between the same points for voyages that begin or end in the United
States.
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We do not
have, nor will we permit circumstances that would result in having, any vessel
sailing to or from the United States on a regularly scheduled
basis. Based on the foregoing and on the expected mode of our
shipping operations and other activities, we believe that none of our United
States source shipping income is or will be “effectively connected” with the
conduct of a United States trade or business.
United
States taxation of gain on sale of vessels
Regardless
of whether we qualify for exemption under Section 883, we will not be subject to
United States federal income taxation with respect to gain realized on a sale of
a vessel, provided the sale is considered to occur outside of the United States
under United States federal income tax principles. In general, a sale
of a vessel will be considered to occur outside of the United States for this
purpose if title to the vessel, and risk of loss with respect to the vessel,
pass to the buyer outside of the United States. It is expected that
any sale of a vessel will be considered to occur outside of the United
States.
United
States Federal Income Taxation of “United States Holders”
As used
herein, the term “United States Holder” means a beneficial owner of common stock
that
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is
an individual United States citizen or resident, a United States
corporation or other United States entity taxable as a corporation, an
estate the income of which is subject to United States federal income
taxation regardless of its source, or a trust if a court within the United
States is able to exercise primary jurisdiction over the administration of
the trust and one or more United States persons have the authority to
control all substantial decisions of the
trust,
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owns
our common stock as a capital asset,
and
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owns
less than 10% of our common stock for United States federal income tax
purposes.
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If a
partnership holds our common stock, the tax treatment of a partner will
generally depend upon the status of the partner and upon the activities of the
partnership. If you are a partner in a partnership holding our common
stock, we suggest that you consult your tax advisor.
Distributions
Subject
to the discussion of passive foreign investment companies, or “PFICs,” below,
any distributions made by us with respect to our common stock to a United States
Holder will generally constitute dividends to the extent of its current or
accumulated earnings and profits, as determined under United States federal
income tax principles. Distributions in excess of such earnings and
profits will be treated first as a nontaxable return of capital to the extent of
the United States Holder’s tax basis in his common stock on a dollar-for-dollar
basis and thereafter as capital gain. Because we are not a United
States corporation, United States Holders that are corporations will not be
entitled to claim a dividends received deduction with respect to any
distributions they receive from us. Dividends paid with respect to
our common stock will generally be treated as “passive income” for purposes of
computing allowable foreign tax credits for United States foreign tax credit
purposes.
Dividends paid on our common stock to a United States
Holder who is an individual, trust or estate (a “United States Non-Corporate
Holder”) will generally be treated as “qualified dividend income” that is
taxable to such United States Non-Corporate Holder at a preferential tax rate of
15% (through 2010) provided that (1) the common stock is readily tradable on an
established securities market in the United States (such as the NYSE); (2) we
are not a PFIC for the taxable year during which the dividend is paid or the
immediately preceding taxable year (see discussion below); (3) the United States
Non-Corporate Holder has owned the common stock for more than 60 days in the
121-day period beginning 60 days before the date on which the common stock
becomes ex-dividend; and (4) the United States Non-Corporate Holder is not under
an obligation to make related payments with respect to positions in
substantially similar or related property. Special rules may apply to
any “extraordinary dividend”—generally, a dividend in an amount which is equal
to or in excess of 10% of a stockholder’s adjusted basis in a share of common
stock—paid by us. If we pay an “extraordinary dividend” on our common
stock that is treated as “qualified dividend income,” then any loss derived by a
United States Non-Corporate Holder from the sale or exchange of such common
stock will be treated as long-term capital loss to the extent of such
dividend. There is no assurance that any dividends paid on our common
stock will be eligible for these preferential rates in the hands of a United
States Non-Corporate Holder, although we believe that they will be so eligible
provided that we are not a PFIC, as discussed below. Any dividends
out of earnings and profits we pay which are not eligible for these preferential
rates will be taxed at ordinary income rates in the hands of a United States
Non-Corporate Holder.
In
addition, even if we are not a PFIC, under proposed legislation, dividends of a
corporation incorporated in a country without a “comprehensive income tax
system” paid to United States Non-Corporate Holders would not be eligible for
the 15% tax rate. Although the term “comprehensive income tax system”
is not defined in the proposed legislation, we believe this rule would apply to
us because we are incorporated in the Marshall Islands.
Sale,
exchange or other disposition of common stock
Provided
that we are not a PFIC for any taxable year, a United States Holder generally
will recognize taxable gain or loss upon a sale, exchange or other disposition
of our common stock in an amount equal to the difference between the amount
realized by the United States Holder from such sale, exchange or other
disposition and the United States Holder’s tax basis in such
stock. Such gain or loss will be treated as long-term capital gain or
loss if the United States Holder’s holding period is greater than one year at
the time of the sale, exchange or other disposition. Such capital
gain or loss will generally be treated as United States source income or loss,
as applicable, for United States foreign tax credit
purposes. Long-term capital gains of United States Non-Corporate
Holders are eligible for reduced rates of taxation. A United States
Holder’s ability to deduct capital losses against ordinary income is subject to
certain limitations.
PFIC
status and significant tax consequences
Special
United States federal income tax rules apply to a United States Holder that
holds stock in a foreign corporation classified as a PFIC for United States
federal income tax purposes. In particular, United States
Non-Corporate Holders will not be eligible for the 15% tax rate on qualified
dividends. In general, we will be treated as a PFIC with respect to a
United States Holder if, for any taxable year in which such holder held our
common stock, either
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at
least 75% of our gross income for such taxable year consists of “passive
income” (e.g., dividends, interest, capital gains and rents derived other
than in the active conduct of a rental business),
or
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at
least 50% of the average value of our assets during such taxable year
consists of “passive assets” (i.e., assets that produce, or are held for
the production of, passive income).
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Income
earned, or deemed earned, by us in connection with the performance of services
would not constitute passive income. By contrast, rental income would
generally constitute “passive income” unless we were treated under specific
rules as deriving our rental income in the active conduct of a trade or
business.
We
believe that it is more likely than not that we are not currently a PFIC and
will not be a PFIC. In this regard, we intend to treat the gross
income we derive or are deemed to derive from our time chartering activities as
services income, rather than rental income. Accordingly, we believe
that our income from our time chartering activities does not constitute “passive
income,” and that the assets we own and operate in connection with the
production of that income do not constitute passive assets.
We believe there is legal authority supporting this
position, consisting of case law and IRS pronouncements concerning the
characterization of income derived from time charters as service income for
other tax purposes. However, there is no legal authority specifically
relating to the statutory provisions governing PFICs or relating to
circumstances substantially similar to ours. Moreover, the U.S. Court
of Appeals for the Fifth Circuit has held that, contrary to the position of the
IRS in that case, and for purposes of a different set of rules under the Code,
income received under a time charter of vessels should be treated as rental
income rather than services income. If the reasoning of the Fifth
Circuit case were extended to the PFIC context, the gross income we derive or
are deemed to derive from our time chartering activities would be treated as
rental income, and we would probably be a PFIC. As a result, the IRS
or a court could disagree with our position that we are not currently a
PFIC. No assurance can be given that this result will not
occur. In addition, although we intend to conduct our affairs in a
manner to avoid, to the extent possible, being classified as a PFIC with respect
to any taxable year, we cannot assure you that the nature of our operations will
not change in the future, or that we can avoid PFIC status in the future.
Under
recently enacted legislation, if we were to be treated as a PFIC for any taxable
year, a United States Holder would be required to file an annual report with the
IRS for that year with respect to such holder's common stock. In addition,
as discussed more fully below, a United States Holder would be subject
to different taxation rules depending on whether the United States Holder made
an election to treat us as a “Qualified Electing Fund,” which election is
referred to as a “QEF election.” As an alternative to making a QEF
election, a United States Holder should be able to make a “mark-to-market”
election with respect to our common stock, as discussed below.
Taxation
of United States Holders making a timely QEF election
If we
were a PFIC and a United States Holder made a timely QEF election, which United
States Holder is referred to as an “Electing Holder,” the Electing Holder would
report each year for United States federal income tax purposes its pro rata
share of our ordinary earnings and our net capital gain (which gain shall not
exceed our earnings and profits for the taxable year), if any, for our taxable
year that ends with or within the taxable year of the Electing Holder,
regardless of whether or not distributions were received from us by the Electing
Holder. Any such ordinary income would not be eligible for the
preferential tax rates applicable to qualified dividend income as discussed
above. The Electing Holder’s adjusted tax basis in the common stock
would be increased to reflect taxed but undistributed earnings and
profits. Distributions of earnings and profits that had been
previously taxed would, pursuant to this election, result in a corresponding
reduction in the adjusted tax basis in the common stock and would not be taxed
again once distributed. An Electing Holder would not, however, be
entitled to a deduction for its pro rata share of any losses that we incurred
with respect to any year. An Electing Holder would generally
recognize capital gain or loss on the sale, exchange or other disposition of our
common stock. A United States Holder would make a QEF election with
respect to any year that we are a PFIC by filing one copy of IRS Form 8621 with
his United States federal income tax return. If we were treated as a
PFIC for any taxable year, we would provide each United States Holder with all
necessary information in order to make the QEF election described
above. Even if a United States Holder makes a QEF election for one of
our taxable years, if we were a PFIC for a prior taxable year during which the
holder was a stockholder and for which the holder did not make a timely QEF
election, different and more adverse tax consequences would apply.
Taxation
of United States Holders making a “mark-to-market” election
Alternatively,
if we were treated as a PFIC for any taxable year and, as we believe, our stock
is treated as “marketable stock,” a United States Holder would be allowed to
make a “mark-to-market” election with respect to our common stock, provided the
United States Holder completes and files IRS Form 8621 in accordance with the
relevant instructions and related Treasury regulations. If that
election is made, the United States Holder generally would include as ordinary
income in each taxable year the excess, if any, of the fair market value of the
common stock at the end of the taxable year over such holder’s adjusted tax
basis in the common stock. The United States Holder would also be
permitted an ordinary loss in respect of the excess, if any, of the United
States Holder’s adjusted tax basis in the common stock over its fair market
value at the end of the taxable year, but only to the extent of the net amount
previously included in income as a result of the mark-to-market
election. A United States Holder’s tax basis in his common stock
would be adjusted to reflect any such income or loss amount. Gain
realized on the sale, exchange or other disposition of our common stock would be
treated as ordinary income, and any loss realized on the sale, exchange or other
disposition of the common stock would be treated as ordinary loss to the extent
that such loss does not exceed the net mark-to-market gains previously included
by the United States Holder in income.
Taxation of United
States Holders not making a timely QEF or “mark-to-market” election
Finally,
if we were treated as a PFIC for any taxable year, a United States Holder who
does not make either a QEF election or a “mark-to-market” election for that
year, referred to as a “Non-Electing Holder,” would be subject to special rules
with respect to (1) any excess distribution (i.e., the portion of any
distributions received by the Non-Electing Holder on our common stock in a
taxable year in excess of 125% of the average annual distributions received by
the Non-Electing Holder in the three preceding taxable years, or, if shorter,
the Non-Electing Holder’s holding period for the common stock), and (2) any gain
realized on the sale, exchange or other disposition of our common
stock. Under these special rules:
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the
excess distribution or gain would be allocated ratably over the
Non-Electing Holder’s aggregate holding period for the common
stock;
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the
amount allocated to the current taxable year and any taxable year prior to
the first taxable year in which we were a PFIC during the Non-Electing
Holder’s holding period, would be taxed as ordinary income;
and
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the
amount allocated to each of the other taxable years would be subject to
tax at the highest rate of tax in effect for the applicable class of
taxpayer for that year, and an interest charge for the deemed deferral
benefit would be imposed with respect to the resulting tax attributable to
each such other taxable year.
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These
penalties would not apply to a qualified pension, profit sharing or other
retirement trust or other tax-exempt organization that did not borrow money or
otherwise utilize leverage in connection with its acquisition of our common
stock. If we were a PFIC and a Non-Electing Holder who was an
individual died while owning our common stock, such holder’s successor generally
would not receive a step-up in tax basis with respect to such
stock. Certain of these rules would apply to a United States Holder
who made a QEF election for one of our taxable years if we were a PFIC in a
prior taxable year during which the holder was a stockholder and for which the
holder did not make a QEF election.
United
States Federal Income Taxation of “Non-United States Holders”
A
beneficial owner of common stock (other than a partnership) that is not a United
States Holder is referred to herein as a “Non-United States
Holder.”
Dividends
on common stock
Non-United
States Holders generally will not be subject to United States federal income tax
or withholding tax on dividends received from us with respect to our common
stock, unless that dividend income is effectively connected with the Non-United
States Holder’s conduct of a trade or business in the United
States. If the Non-United States Holder is entitled to the benefits
of a United States income tax treaty with respect to those dividends, that
income is taxable only if it is attributable to a permanent establishment
maintained by the Non-United States Holder in the United States.
Sale,
exchange or other disposition of common stock
Non-United
States Holders generally will not be subject to United States federal income tax
or withholding tax on any gain realized upon the sale, exchange or other
disposition of our common stock, unless:
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the
gain is effectively connected with the Non-United States Holder’s conduct
of a trade or business in the United States (and, if the Non-United States
Holder is entitled to the benefits of an income tax treaty with respect to
that gain, that gain is attributable to a permanent establishment
maintained by the Non-United States Holder in the United States);
or
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the
Non-United States Holder is an individual who is present in the United
States for 183 days or more during the taxable year of disposition and
other conditions are met.
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If the Non-United States Holder is engaged in a United
States trade or business for United States federal income tax purposes, the
income from the common stock, including dividends and the gain from the sale,
exchange or other disposition of the stock, that is effectively connected with
the conduct of that trade or business will generally be subject to regular
United States federal income tax in the same manner as discussed in the previous
section relating to the taxation of United States Holders. In
addition, if you are a corporate Non-United States Holder, your earnings and
profits that are attributable to the effectively connected income, which are
subject to certain adjustments, may be subject to an additional branch profits
tax at a rate of 30%, or at a lower rate as may be specified by an applicable
income tax treaty.
Backup
Withholding and Information Reporting
In
general, dividend payments, or other taxable distributions, made within the
United States to you will be subject to information reporting requirements if
you are a non-corporate United States Holder. Such payments or
distributions may also be subject to backup withholding tax if you are a
non-corporate United States Holder and you:
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fail
to provide an accurate taxpayer identification
number;
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are
notified by the Internal Revenue Service that you have failed to report
all interest or dividends required to be shown on your federal income tax
returns; or
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in
certain circumstances, fail to comply with applicable certification
requirements.
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Non-United
States Holders may be required to establish their exemption from information
reporting and backup withholding by certifying their status on IRS Form W-8BEN,
W-8ECI or W-8IMY, as applicable.
If you
are a Non-United States Holder and you sell our common stock to or through a
United States office of a broker, the payment of the proceeds is subject to both
United States backup withholding and information reporting unless you certify
that you are a non-United States person, under penalties of perjury, or you
otherwise establish an exemption. If you sell our common stock
through a non-United States office of a non-United States broker and the sales
proceeds are paid to you outside the United States, then information reporting
and backup withholding generally will not apply to that
payment. However, United States information reporting requirements,
but not backup withholding, will apply to a payment of sales proceeds, even if
that payment is made to you outside the United States, if you sell our common
stock through a non-United States office of a broker that is a United States
person or has some other contacts with the United States. Such
information reporting requirements will not apply, however, if the broker has
documentary evidence in its records that you are a non-United States person and
certain other conditions are met, or you otherwise establish an
exemption.
Backup
withholding tax is not an additional tax. Rather, you generally may
obtain a refund of any amounts withheld under backup withholding rules that
exceed your income tax liability by filing a refund claim with the
IRS.
F.
DIVIDENDS AND PAYING AGENTS
Not
applicable.
G.
STATEMENT OF EXPERTS
Not
applicable.
H. DOCUMENTS
ON DISPLAY
The
descriptions of each contract, agreement or other document filed as an exhibit
to this report are summaries only and do not purport to be
complete. Each such description is qualified in its entirety by
reference to such exhibit for a more complete description of the matter
involved.
We are subject to the informational requirements of the
Exchange Act and in accordance therewith will file reports and other information
with the Securities and Exchange Commission. Such reports and other
information can be inspected and copied at the public reference facilities
maintained by the Securities and Exchange Commission at its principal offices at
100 F Street, N.E., Washington, D.C. 20549. Copies of such
information may be obtained from the Public Reference Section of the Securities
and Exchange Commission at 100 F Street, N.E., Washington, D.C. 20549
at prescribed rates. The Securities and Exchange Commission also
maintains a website (http://www.sec.gov) that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Securities and Exchange Commission.
As a
foreign private issuer, we are not subject to the proxy rules under Section 14
of the Exchange Act and our officers, directors and principal shareholders are
not subject to the insider short-swing profit disclosure and recovery provisions
under Section 16 of the Exchange Act.
As a
foreign private issuer, we are not required to publish financial statements as
frequently or as promptly as United States companies; however, we intend to
furnish holders of our common stock with reports annually containing
consolidated financial statements audited by independent
accountants. We also intend to file quarterly unaudited financial
statements under cover of Form 6-K.
I.
SUBSIDIARY INFORMATION
Not
applicable.
See “Item
5. Operating and Financial Review and Prospects.”
Not
applicable.
None.
Material
Modifications to the Rights of Security Holders
Not
applicable.
Use
of Proceeds
Not
applicable.
A. DISCLOSURE
CONTROLS AND PROCEDURES
As of the
end of the period covered by this annual report (the “Evaluation Date”), we
conducted an evaluation (under the supervision and with the participation of
management, including the chief executive officer and its chief financial
officer), pursuant to Rule 13a-15 of the Exchange Act, of the effectiveness of
the design and operation of our disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14(c) and 15d-14(c)). Based on this
evaluation, our chief executive officer and chief financial officer concluded
that as of the Evaluation Date, our disclosure controls and procedures were
effective to provide reasonable assurance that material information required to
be disclosed by us in reports we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Securities and Exchange Commission.
B.
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER
REPORTING
In
accordance with Rule 13a-15(f) of the Securities Exchange Act of 1934, the
management of DHT Maritime, Inc. and its subsidiaries (the “Company”) is
responsible for the establishment and maintenance of adequate internal controls
over financial reporting for the Company. Internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles. The Company’s system of internal control over
financial reporting includes those policies and procedures that (i) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the Company; (ii)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of management and directors of
the Company; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the
Company’s assets that could have a material effect on the financial
statements. Management has performed an assessment of the
effectiveness of the Company’s internal controls over financial reporting as of
December 31, 2009 based on the provisions of Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission or “COSO”. Based on our assessment, management
has determined that the Company’s internal controls over financial reporting
were effective as of December 31, 2009 based on the criteria in Internal
Control—Integrated Framework issued by COSO.
C. ATTESTATION
REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM
The
effectiveness of our internal control over financial reporting as of December
31, 2009 has been audited by Ernst & Young AS, an independent registered
public accounting firm, as stated in their report which appears
herein.
D. CHANGES
IN INTERNAL CONTROL OVER REPORTING
There
were no significant changes in the Company’s internal control over financial
reporting identified in connection with the evaluation performed above that
occurred during the period covered by this annual report that could
significantly affect the Company’s disclosure controls and procedures subsequent
to the Evaluation Date, nor any significant deficiencies or material weaknesses
in such disclosure controls and procedures requiring corrective
actions. As a result, no corrective actions were taken.
The
company’s board of directors has determined that Mr. Erik Lind is an “audit
committee financial expert,” as defined in paragraph (b) of Item 16A of Form
20-F. Mr. Lind is “independent,” as determined in accordance with the
rules of the NYSE.
The
Company has adopted a Code of Business Conduct and Ethics that applies to all
employees including its Chief Executive Officer (its principal executive
officer) and Chief Financial Officer (its principal accounting
officer). The Company has posted this Code of Ethics to its website
at www.dhtholdings.com, where it is publicly available. In addition,
the Company will provide a printed copy of its Code of Business Conduct and
Ethics to its shareholders upon request.
The
following table shows the fees for professional services provided by Ernst &
Young LLP and Ernst & Young AS, respectively, our Independent Registered
Public Accounting Firm, for the fiscal years ended December 31, 2008 and
2009.
|
Fees
|
|
2008
|
|
|
2009
|
|
|
Audit
Fees(1)
|
|
$ |
225,000 |
|
|
$ |
200,000 |
|
|
Audit—Related
Fees(2)
|
|
|
51,500 |
|
|
|
35,250 |
|
|
Total
|
|
$ |
276,500 |
|
|
$ |
235,250 |
|
|
(1)
|
Audit
fees for 2008 and 2009 represent fees for professional services provided
in connection with the audit of our consolidated financial statements as
of and for the periods ended December 31, 2008 and 2009,
respectively.
|
|
(2)
|
Audit-related
fees for 2009 consisted of $29,500 in respect of services rendered for the
preparation of a registration statement on Form F-3 for the issue of $9.4
million shares and $5,750 related to the filing of a registration
statement on form S-8. Audit-related fees for 2008 consisted of
$39,500 in respect of services rendered for the preparation of a
registration statement on Form F-3 for the issue of 9.2 million shares and
$12,000 relating to services for a transaction which did not
materialize.
|
The Audit
Committee has the authority to pre-approve permissible audit-related and
non-audit services to be performed by our Independent Registered Public
Accounting Firm and associated fees. Engagements for proposed
services either may be separately pre-approved by the Audit Committee or entered
into pursuant to detailed pre-approval policies and procedures established by
the Audit Committee, as long as the Audit Committee is informed on a timely
basis of any engagement entered into on that basis. The Audit
Committee separately pre-approved all engagements and fees paid to our
Independent Registered Public Accounting Firm in the fiscal year ended December
31, 2009.
Not
applicable.
None.
Not
applicable.
We are
fully compliant with the listing standards of the NYSE applicable to foreign
private issuers. Our corporate governance practices do not
significantly differ from those followed by U.S. companies listed on the
NYSE.
Not
applicable.
The
following financial statements, together with the related report of Ernst &
Young AS, an independent registered public accounting firm, are filed as part of
this Annual Report:
|
DHT
Maritime, Inc. Consolidated Financial Statements
|
Page
|
|
Reports
of Independent Registered Public Accounting Firm
|
F-2
|
|
Consolidated
Statement of Financial Position as of December 31, 2009 and
2008
|
F-4
|
|
Consolidated
Income Statement for the years ended December 31, 2009 and
2008
|
F-5
|
|
Consolidated
Statements of Changes in Shareholders’ Equity for the years ended December
31, 2009 and 2008
|
F-6
|
|
Consolidated
Statements of Cash Flows for the years ended December 31, 2009 and
2008
|
F-7
|
|
Notes
to Consolidated Financial Statements
|
F-8
|
|
1.1+
|
|
Articles
of Incorporation of DHT Holdings, Inc.
|
|
|
|
|
|
1.2+
|
|
Bylaws
of DHT Holdings, Inc.
|
|
|
|
|
|
2.1
|
|
Form
of Common Stock Certificate.
|
|
|
|
|
|
2.2*
|
|
Registration
Rights Agreement.
|
|
|
|
|
|
4.1.1*
|
|
Form
of Credit Agreement.
|
|
|
|
|
|
4.1.2******
|
|
Amendment
No. 1 to Credit Agreement.
|
|
|
|
|
|
4.2.1*
|
|
Time
Charter ─ Overseas Ann.
|
|
|
|
|
|
4.2.2*
|
|
Time
Charter ─ Overseas Chris.
|
|
|
|
|
|
4.2.3*
|
|
Time
Charter ─ Overseas Regal.
|
|
|
|
|
|
4.2.4*
|
|
Time
Charter ─ Overseas Cathy.
|
|
|
|
|
|
4.2.5*
|
|
Time
Charter ─ Overseas Sophie.
|
|
|
|
|
|
4.2.6*
|
|
Time
Charter ─ Overseas Rebecca.
|
|
|
|
|
|
4.2.7*
|
|
Time
Charter ─ Overseas Ania.
|
|
|
|
|
|
4.2.8*******
|
|
Amendment
to Time Charter ─ Overseas Ania.
|
|
|
|
|
|
4.2.9*******
|
|
Amendment
to Time Charter ─ Overseas Ann.
|
|
|
|
|
|
4.2.10*******
|
|
Amendment
to Time Charter ─ Overseas Cathy.
|
|
|
|
|
|
4.2.11*******
|
|
Amendment
to Time Charter ─ Overseas Chris.
|
|
|
|
|
|
4.2.12*******
|
|
Amendment
to Time Charter ─ Overseas Rebecca.
|
|
|
|
|
|
4.2.13*******
|
|
Amendment
to Time Charter ─ Overseas Regal.
|
|
|
|
|
|
4.2.14*******
|
|
Amendment
to Time Charter ─ Overseas Sophie.
|
|
|
|
|
|
4.3.1**
|
|
Memorandum
of Agreement ─ Overseas Newcastle.
|
|
|
|
|
|
4.3.2**
|
|
Memorandum
of Agreement ─ Overseas London.
|
|
|
|
|
|
4.4.1*
|
|
Ship
Management Agreement ─ Overseas Ann.
|
|
|
|
|
|
4.4.2*
|
|
Ship
Management Agreement ─ Overseas Chris.
|
|
|
|
|
|
4.4.3*
|
|
Ship
Management Agreement ─ Overseas Regal.
|
|
|
|
|
|
4.4.4*
|
|
Ship
Management Agreement ─ Overseas Cathy.
|
|
|
|
|
|
4.4.5*
|
|
Ship
Management Agreement ─ Overseas Sophie.
|
|
|
|
|
|
4.4.6*
|
|
Ship
Management Agreement ─ Overseas Rebecca.
|
|
|
|
|
|
4.4.7*
|
|
Ship
Management Agreement ─ Overseas Ania.
|
|
|
|
|
|
4.5.1***
|
|
Amendment
to Ship Management Agreement ─ Overseas Ann.
|
|
|
|
|
|
4.5.2***
|
|
Amendment
to Ship Management Agreement ─ Overseas Chris.
|
|
|
|
|
|
4.5.3***
|
|
Amendment
to Ship Management Agreement ─ Overseas Regal.
|
|
|
|
|
|
4.5.4***
|
|
Amendment
to Ship Management Agreement ─ Overseas Cathy.
|
|
|
|
|
|
4.5.5***
|
|
Amendment
to Ship Management Agreement ─ Overseas Sophie.
|
|
|
|
|
|
4.5.6***
|
|
Amendment
to Ship Management Agreement ─ Overseas Rebecca.
|
|
|
|
|
|
4.5.7***
|
|
Amendment
to Ship Management Agreement ─ Overseas Ania.
|
|
|
|
|
|
4.5.8*******
|
|
Ship
Management Agreement.
|
|
|
|
|
|
4.6*
|
|
Charter
Framework Agreement.
|
|
|
|
|
|
4.7*
|
|
OSG
Guaranty of Charterers’ Payments under Charters and Charter Framework
Agreement.
|
|
|
|
|
|
4.8*
|
|
Double
Hull Tankers, Inc. Guaranty of Vessel Owners’ Obligations under Management
Agreement.
|
|
|
|
|
|
4.9*
|
|
Double
Hull Tankers, Inc. Guaranty of Vessel Owners’ Obligations under
Charters.
|
|
|
|
|
|
4.10*
|
|
Form
of Indemnity Agreement among OSG, OIN and certain subsidiaries of the
Company related to existing recommendations.
|
|
|
|
|
|
4.11*******
|
|
Employment
Agreement of Ole Jacob Diesen.
|
|
|
|
|
|
4.11.1*
|
|
Indemnification
Agreement of Ole Jacob Diesen.
|
|
|
|
|
|
4.12****
|
|
Employment
Agreement of Eirik Ubøe.
|
|
|
|
|
|
4.12.1****
|
|
Indemnification
Agreement of Eirik Ubøe.
|
|
|
|
|
|
4.13*****
|
|
Employment
Agreement of Tom R. Kjeldsberg.
|
|
|
|
|
|
4.14*
|
|
2005
Incentive Compensation Plan.
|
|
|
|
|
|
4.15********
|
|
Amendment
to the 2005 Incentive Compensation Plan.
|
|
|
|
|
|
4.16+
|
|
DHT
Holdings, Inc. Guaranty of Vessel Owners’ Obligations under Management
Agreement.
|
|
|
|
|
|
4.17+
|
|
DHT
Holdings, Inc. Guaranty of Vessel Owners’ Obligations under
Charters.
|
|
|
|
|
|
4.18+
|
|
Indemnification
Agreement of Ole Jacob Diesen by DHT Holdings, Inc.
|
|
|
|
|
|
4.19+
|
|
Indemnification
Agreement of Eirik Ubøe by DHT Holdings, Inc.
|
|
|
|
|
|
4.20
|
|
Employment
Agreement of Randee Day.
|
|
|
|
|
|
4.21
|
|
Consulting
Agreement of Ole Jacob Diesen.
|
|
|
|
|
|
8.1**
|
|
List
of Significant Subsidiaries.
|
|
|
|
|
|
12.1
|
|
Certification
of Chief Executive Officer required by Rule 13a-14(a) (17 CFR
240.13a-14(a)) or Rule 15d-14(a) (17 CFR
240.15d-14(b)).
|
|
|
|
|
|
12.2
|
|
Certification
of Chief Financial Officer required by Rule 13a-14(a) (17 CFR
240.13a-14(a)) or Rule 15d-14(a) (17 CFR
240.15d-14(b)).
|
|
|
|
|
|
13.1
|
|
Certification
furnished pursuant to Rule 13a-14(b) (17 CFR 240.13a-14(b)) or Rule
15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title
18.
|
|
|
|
|
|
+
|
Incorporated
herein by reference from the company’s Form 6-K filed on March 1,
2010.
|
|
|
|
|
*
|
Incorporated
herein by reference from the company’s Registration Statement on Form F-1
(File No. 333 -128460).
|
|
|
|
|
**
|
Incorporated
herein by reference from the company’s Registration Statement on Form F-3
(File No. 333-147001).
|
|
|
|
|
***
|
Incorporated
herein by reference from the company’s Form 6-K filed on May 17,
2007.
|
|
|
|
|
****
|
Incorporated
herein by reference from the company’s Annual Report on Form 20-F for the
fiscal year ended December 31, 2005 (File
No. 001-32640).
|
|
|
|
|
*****
|
Incorporated
herein by reference from the company’s Annual Report on Form 20-F for the
fiscal year ended December 31, 2006 (File
No. 001-32640).
|
|
|
|
|
******
|
Incorporated
herein by reference from the company’s Form 6-K filed on September 2,
2009.
|
|
|
|
|
*******
|
Incorporated
herein by reference from the company’s Form 6-K filed on February 12,
2009.
|
| |
|
|
********
|
Incorporated
herein by reference from the company’s Form S-8 filed on October 9,
2009. |
SIGNATURES
The
registrant hereby certifies that it meets all of the requirements for filing on
Form 20-F and that it has duly caused and authorized the undersigned to sign
this annual report on its behalf.
| |
DHT
HOLDINGS, INC.
|
|
| |
|
|
|
|
Date:
March 25, 2010
|
By:
|
/s/
OLE JACOB DIESEN |
|
| |
|
Name:
Ole Jacob Diesen |
|
| |
|
Title:
Chief Executive Officer (Principal
Executive Officer) |
|
| |
|
|
|
FINANCIAL
STATEMENTS
DHT
Maritime, Inc.
Index
to Consolidated Financial Statements
|
|
Page
|
|
Reports
of Independent Registered Public Accounting Firm
|
F-2
|
|
Consolidated
Statement of Financial Position as of December 31, 2009 and
2008
|
F-4
|
|
Consolidated
Income Statement for the years ended December 31, 2009 and
2008
|
F-5
|
|
Consolidated
Statements of Changes in Shareholders’ Equity for the years ended December
31, 2009 and 2008
|
F-6
|
|
Consolidated
Statements of Cash Flows for the years ended December 31, 2009 and
2008
|
F-7
|
|
Notes
to Consolidated Financial Statements
|
F-8
|
Report of
Independent Registered Public Accounting Firm
The Board
of Directors and Shareholders
DHT
Maritime, Inc.
We have
audited the accompanying consolidated statement of financial position of DHT
Maritime, Inc. as of December 31, 2009 and 2008 and the related consolidated
statements of income, comprehensive income, changes in shareholders’ equity and
cash flows for each of the two years in the period ended December 31, 2009.
These financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of DHT Maritime, Inc. at
December 31, 2009 and 2008, and the consolidated results of its operations and
its cash flows for each of the two years in the period ended December 31, 2009,
in accordance with International Financial Reporting Standards as issued by the
International Accounting Standards Board.
We also
have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the Company’s internal control over financial
reporting as of December 31, 2009, based on criteria established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission and our report dated March 25, 2010, expressed an
unqualified opinion thereon.
/s/ ERNST
& YOUNG AS
Oslo,
Norway
March 25,
2010
Report of
Independent Registered Public Accounting Firm
The Board
of Directors and Shareholders
DHT
Maritime, Inc.
We have
audited DHT Maritime, Inc.’s internal control over financial reporting as of
December 31, 2009, based on criteria established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (the COSO criteria). DHT Maritime, Inc.’s management is responsible
for maintaining effective internal control over financial reporting, and for its
assessment of the effectiveness of internal control over financial reporting
included in the accompanying Management’s Annual Report on Internal Control over
Reporting. Our responsibility is to express an opinion on the company’s internal
control over financial reporting based on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, testing
and evaluating the design and operating effectiveness of internal control based
on the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.
A
company’s internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the company’s
assets that could have a material effect on the financial
statements.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
In our
opinion, DHT Maritime, Inc. maintained, in all material respects, effective
internal control over financial reporting as of 31 December 2009, based on the
COSO criteria.
We also
have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated statement of financial
position of DHT Maritime, Inc. as of December 31, 2009 and 2008 and the related
consolidated statements of income, comprehensive income, changes in
shareholders’ equity and cash flows for each of the two years in the period
ended December 31, 2009, and our report dated March 25, 2010 expressed an
unqualified opinion thereon.
Ernst
& Young AS
Oslo, Norway
March 25, 2010
DHT
Maritime, Inc.
Consolidated
Statement of Financial Position
as
of December 31,
|
|
|
|
|
|
|
|
|
(Dollars
in thousands)
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$ |
72,664 |
|
|
$ |
59,020 |
|
|
Voyage
receivables from OSG
|
|
|
- |
|
|
|
8,791 |
|
|
Prepaid
expenses
|
|
|
3,287 |
|
|
|
1,150 |
|
|
Total
current assets
|
|
|
75,951 |
|
|
|
68,961 |
|
|
|
|
|
|
|
|
|
|
|
|
Vessels,
net of accumulated depreciation
|
|
|
441,036 |
|
|
|
462,387 |
|
|
Other
long term receivables
|
|
|
984 |
|
|
|
- |
|
|
Total
assets
|
|
$ |
517,971 |
|
|
$ |
531,348 |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDER’S EQUITY
|
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued expenses
|
|
$ |
6,250 |
|
|
$ |
6,400 |
|
|
Derivative
financial instruments
|
|
|
11,779 |
|
|
|
10,945 |
|
|
Deferred
shipping revenues
|
|
|
7,898 |
|
|
|
7,855 |
|
|
Total
current liabilities
|
|
|
25,927 |
|
|
|
25,200 |
|
|
|
|
|
|
|
|
|
|
|
|
Long-term
liabilities
|
|
|
|
|
|
|
|
|
|
Long
term debt
|
|
|
293,041 |
|
|
|
342,852 |
|
|
Derivative
financial instruments
|
|
|
6,646 |
|
|
|
15,473 |
|
|
Other
long term liabilities
|
|
|
433 |
|
|
|
- |
|
|
Total
long term liabilities
|
|
|
300,120 |
|
|
|
358,325 |
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’
equity
|
|
|
|
|
|
|
|
|
|
Common
stock
|
|
|
487 |
|
|
|
392 |
|
|
Paid-in
additional capital
|
|
|
239,624 |
|
|
|
200,570 |
|
|
Retained
earnings/(deficit)
|
|
|
(33,824 |
) |
|
|
(26,721 |
) |
|
Accumulated
other comprehensive income/(loss)
|
|
|
(14,363 |
) |
|
|
(26,418 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total
stockholders’ equity
|
|
$ |
191,924 |
|
|
$ |
147,823 |
|
|
Total
liabilities and stockholders’ equity
|
|
$ |
517,971 |
|
|
$ |
531,348 |
|
|
See
notes to accompanying financial statements.
|
|
DHT
Maritime, Inc.
Consolidated
Income Statement
|
(Dollars
in thousands, except share and per share amounts)
|
|
Year
ended December 31, 2009
|
|
|
Year
ended December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
Shipping
revenues
|
|
$ |
102,576 |
|
|
$ |
114,603 |
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
|
|
|
|
|
|
|
Vessel
expenses
|
|
|
30,034 |
|
|
|
21,409 |
|
|
Depreciation
and amortization
|
|
|
26,762 |
|
|
|
25,948 |
|
|
General
and administrative
|
|
|
4,588 |
|
|
|
4,766 |
|
|
Total
operating expenses
|
|
|
61,384 |
|
|
|
52,123 |
|
|
Income
from vessel operations
|
|
|
41,192 |
|
|
|
62,480 |
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
298 |
|
|
|
1,572 |
|
|
Interest
expense
|
|
|
(18,130 |
) |
|
|
(21,904 |
) |
|
Fair
value gain/(loss) on derivative financial instruments
|
|
|
(4,062 |
) |
|
|
- |
|
|
Other
financial (expense)
|
|
|
(2,452 |
) |
|
|
- |
|
|
Net
income / Profit for the year
|
|
$ |
16,846 |
|
|
$ |
42,148 |
|
|
|
|
|
|
|
|
|
|
|
|
Basic
net income per share
|
|
$ |
0.36 |
|
|
$ |
1.17 |
|
|
Diluted
net income per share
|
|
$ |
0.36 |
|
|
$ |
1.17 |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of shares (basic)
|
|
|
46,321,404 |
|
|
|
36,055,422 |
|
|
Weighted
average number of shares (diluted)
|
|
|
46,321,404 |
|
|
|
36,055,422 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement
of Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit
for the year
|
|
$ |
16,846 |
|
|
$ |
42,148 |
|
|
|
|
|
|
|
|
|
|
|
|
Other
comprehensive income:
|
|
|
|
|
|
|
|
|
|
Cash
flow hedges
|
|
|
12,055 |
|
|
|
(16,200 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total
comprehensive income for the period
|
|
$ |
28,901 |
|
|
$ |
25,948 |
|
|
See
notes to accompanying financial statements.
|
|
DHT
Maritime, Inc.
Consolidated
Statement of Changes in Shareholders’ Equity
| |
|
|
(Dollars
in thousands)
|
|
Common
Stock
|
|
|
Paid-in
Additional
Capital
|
|
|
Retained
Earnings
|
|
|
Cash
Flow
Hedges
|
|
|
Total
equity
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Balance
at January 1, 2008
|
|
|
30,030,811 |
|
|
$ |
300 |
|
|
$ |
108,760 |
|
|
$ |
(26,967 |
) |
|
$ |
(10,218 |
) |
|
$ |
71,875 |
|
|
Total
comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,148 |
|
|
|
(16,200 |
) |
|
|
25,948 |
|
|
Cash
dividends declared and paid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(41,902 |
) |
|
|
|
|
|
|
(41,902 |
) |
|
Issue
of Common stock
|
|
|
9,200,000 |
|
|
|
92 |
|
|
|
91,334 |
|
|
|
|
|
|
|
|
|
|
|
91,426 |
|
|
Compensation
related to options and restricted stock
|
|
|
|
|
|
|
|
|
|
|
476 |
|
|
|
|
|
|
|
|
|
|
|
476 |
|
|
Issue
of restricted stock awards
|
|
|
7,996 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
Balance
at December 31, 2008
|
|
|
39,238,807 |
|
|
$ |
392 |
|
|
$ |
200,570 |
|
|
$ |
(26,721 |
) |
|
$ |
(26,418 |
) |
|
$ |
147,823 |
|
| |
|
| |
|
|
(Dollars
in thousands)
|
|
Common
Stock
|
|
|
Paid-in
Additional
Capital
|
|
|
Retained
Earnings
|
|
|
Cash
Flow
Hedges
|
|
|
Total
equity
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Balance
at January 1, 2009
|
|
|
39,238,807 |
|
|
$ |
392 |
|
|
$ |
200,570 |
|
|
$ |
(26,721 |
) |
|
$ |
(26,418 |
) |
|
$ |
147,823 |
|
|
Total
comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,846 |
|
|
|
12,055 |
|
|
|
28,901 |
|
|
Cash
dividends declared and paid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(23,949 |
) |
|
|
|
|
|
|
(23,949 |
) |
|
Issue
of Common stock
|
|
|
9,408,481 |
|
|
|
95 |
|
|
|
38,305 |
|
|
|
|
|
|
|
|
|
|
|
38,400 |
|
|
Compensation
related to options and restricted stock
|
|
|
28,609 |
|
|
|
|
|
|
|
749 |
|
|
|
|
|
|
|
|
|
|
|
749 |
|
|
Issue
of restricted stock awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
Balance
at December 31, 2009
|
|
|
48,675,897 |
|
|
$ |
487 |
|
|
$ |
239,624 |
|
|
$ |
(33,824 |
) |
|
$ |
(14,363 |
) |
|
$ |
191,924 |
|
| |
|
|
Transaction costs on stock
issues:
The
amount recognized as additional paid-in capital in 2009 and 2008 is after
the deduction of share issue cost of $206,998 and $343,567,
respectively.
|
|
See notes
to accompanying financial statements.
DHT
Maritime, Inc. Consolidated Statement of Cash Flow
|
(Dollars
in thousands)
|
|
Year
ended
December
31,
2009
|
|
|
Year
ended
December
31,
2008
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows from Operating Activities:
|
|
|
|
|
|
|
|
Net
income
|
|
$ |
16,846 |
|
|
$ |
42,148 |
|
|
Items
included in net income not affecting cash flows:
|
|
|
|
|
|
|
|
|
|
Depreciation
and amortization
|
|
|
26,762 |
|
|
|
25,948 |
|
|
Amortization
related to interest and swap expense
|
|
|
4,251 |
|
|
|
189 |
|
|
Deferred
compensation related to options and restricted stock
|
|
|
749 |
|
|
|
476 |
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Receivables
|
|
|
8,791 |
|
|
|
(7,244 |
) |
|
Prepaid
expenses
|
|
|
(3,121 |
) |
|
|
525 |
|
|
Accounts
payable, accrued expenses and deferred revenue
|
|
|
326 |
|
|
|
2,840 |
|
|
Net
cash provided by operating activities
|
|
|
54,604 |
|
|
|
64,882 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
Investment
in vessels
|
|
|
(5,411 |
) |
|
|
(81,185 |
) |
|
Net
cash used in investing activities
|
|
|
(5,411 |
) |
|
|
(81,185 |
) |
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from Financing Activities
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock
|
|
|
38,400 |
|
|
|
91,426 |
|
|
Issuance
of long-term debt, net of acquisition costs
|
|
|
- |
|
|
|
90,300 |
|
|
Cash
dividends paid
|
|
|
(23,949 |
) |
|
|
(41,902 |
) |
|
Deferred
offering costs
|
|
|
- |
|
|
|
134 |
|
|
Repayment
of long-term debt
|
|
|
(50,000 |
) |
|
|
(75,000 |
) |
|
Net
cash provided by/ (used in) financing activities
|
|
|
(35,549 |
) |
|
|
64,958 |
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase/(decrease) in cash and cash equivalents
|
|
|
13,644 |
|
|
|
48,655 |
|
|
Cash
and cash equivalents at beginning of period
|
|
|
59,020 |
|
|
|
10,365 |
|
|
Cash
and cash equivalents at end of period
|
|
$ |
72,664 |
|
|
$ |
59,020 |
|
|
Interest
paid
|
|
$ |
18,303 |
|
|
$ |
20,750 |
|
See notes
to accompanying financial statements.
NOTES
TO DHT MARITIME, INC.
CONSOLIDATED
FINANCIAL STATEMENTS
Note
1 – General Information
DHT
Maritime, Inc. (the “Company”) was incorporated under the name of Double
Hull Tankers, Inc. on April 14, 2005 under the laws of the Marshall Islands
as a wholly owned indirect subsidiary of Overseas Shipholding Group, Inc.
(“OSG”). In October 2005, the Company completed its initial public
offering. Immediately after the initial public offering wholly owned
subsidiaries of OSG owned 44.5% of the Company’s common stock. During the first
half of 2007 the wholly owned subsidiaries of OSG sold all of their shares of
the Company’s common stock. In June 2008 the Company changed its name from
Double Hull Tankers, Inc. to DHT Maritime Inc.
The
Company has nine Marshall Islands subsidiaries (the “Vessel Subsidiaries”)
and one Norwegian subsidiary. The primary activity of each of the Vessel
Subsidiaries is the ownership and operation of a Vessel.
The
Company’s principal executive office is located at 26 New Street, St Helier,
Jersey, Channel Islands.
Note
2 – Significant Accounting Principles
Basis
of preparation and accounting
The DHT
Maritime, Inc. consolidated financial statements have been prepared in
accordance with International Financial Reporting Standards as issued by the
International Accounting Standards Board (IFRS). The financial statements have
been prepared on a historical cost basis, except for derivative financial
instruments that have been measured at fair value. The principal accounting
policies are set out below.
The
financial statement for the year ended December 31, 2009 is the first annual
financial statement that the Company has prepared in accordance with IFRS and
includes the comparative period for 2008. The IFRS opening balance and
discussion of implementation effects are provided in note 15.
Basis
of consolidation
The
consolidated financial statements comprise the financial statement of DHT
Maritime, Inc and entities controlled by the Company (its subsidiaries). Control
is achieved where the Company has the power to govern the financial and
operating policies of an entity so as to obtain benefits from its
activities.
The
results of subsidiaries acquired or disposed during the year are included in the
consolidated financial statement from the effective date of acquisition or up to
the effective date of disposal, as appropriate.
The
financial statements of the subsidiaries are prepared for the same reporting
period as the parent company, using consistent accounting policies. All
intercompany balances and transactions have been eliminated upon consolidation
or combination.
Acquisitions
of subsidiaries are accounted for using the purchase method. The cost of the
business combination is measured as the aggregate of fair values of assets
given, liabilities incurred or assumed, and equity instruments issued by the
Company in exchange of control of the acquiree, plus any costs directly
attributable to the business combination.
The cost
of the business combination in excess of the acquirer's interest in the net fair
value of the identifiable assets, liabilities and contingent liabilities is
accounted for as goodwill.
Cash
and cash equivalents
Interest-bearing
deposits that are highly liquid investments and have a maturity of three months
or less when purchased are included in cash and cash equivalents. Cash and cash
equivalents are recorded at their nominal amount on the balance
sheet.
Vessels
Vessels
are stated at historical cost, less subsequent depreciation and impairment, if
any. For vessels purchased, these costs include expenditures that are directly
attributable to the acquisition of these vessels. Depreciation is calculated on
a straight-line basis over the useful life of the vessels, taking residual
values into consideration, and adjusted for impairment charges, if
any.
The
estimated useful lives, and residual values are reviewed at each year end, with
the effect of any changes in estimate accounted for on a prospective basis. Each
vessel’s residual value is equal to the product of its lightweight tonnage and
an estimated scrap rate per ton.
Each
component of the vessels, with a cost significant to the total cost, is
separately identified and depreciated, on a straight-line basis, over that
component’s useful life.
Deferred
drydock expenditures
Drydock
expenditures have been recognized as an asset when the recognition criteria were
met. The recognition is made when the dry-docking has been performed and is
depreciated based on estimated time to the next inspection. Any remaining
carrying amount of the cost of the previous inspection is de-recognized.
Ordinary repairs and maintenance expenses are charged to the income statement
during the financial period in which they are incurred.
Impairment
of vessels
The
carrying amounts of vessels held and used are reviewed for potential impairment
whenever events or changes in circumstances indicate that the carrying amount of
a particular asset may not be fully recoverable. An asset’s recoverable amount
is the higher of an asset’s or cash generating unit’s (CGU) fair value less cost
to sell and its value in use and is determined for each individual asset, unless
the asset does not generate cash inflows that are largely independent of those
other assets or groups of assets. Normally this will cause each vessel to be
tested separately, however in situations where vessels are expected to operate
in a commercial pool over a longer period, impairment test can under certain
conditions be performed on a fleet wide basis. Where the carrying amount of an
asset or CGU exceeds its recoverable amount, the asset is considered impaired
and is written down to its recoverable amount. Such impairment is recognized in
the income statement. In assessing value in use, the estimated future cash flows
are discounted to their present value using a discount rate that reflects
current market assessments of the time value of money and the risks specific to
the asset.
A
previously recognized impairment loss is reversed only if there has been a
change in the estimates used to determine the recoverable amount, however not to
an extent higher than the carrying amount that would have been determined, had
no impairment loss been recognized in prior years. Such reversals are
recognized in the income statement.
Leases
The
determination of whether an arrangement is, or contain a lease, is based on the
substance of the arrangement at inception date: whether fulfilment of the
arrangement is dependent on the use of a specific or assets or the arrangement
conveys a right to use the asset. Time charters and bareboat charter
arrangements are assessed to involve lease arrangements. Leases in which a
significant portion of the risks and rewards of the ownership are retained by
the lessor are classified as operating lease. The charter arrangements whereby
the Company’s vessels are leased are treated as operating leases. Payments made
under operating leases are further described in the paragraph discussing
revenue.
Revenue
and expense recognition
Revenues
from time charters and bareboat charters are accounted for as operating leases
and are thus recognized ratably over the rental periods of such
charters.
For
vessels operating in commercial pools, revenues and voyage expenses are pooled
and allocated to each pool’s participants on a time charter equivalent basis in
accordance with an agreed-upon formula.
Vessel
expenses include crew costs, vessel stores and supplies, lubricating oils,
maintenance and repairs, insurance and communication costs.
As part
of all of the time charters and one of the bareboat charters that the Company
has entered into with subsidiaries of OSG with respect to its Vessels, the
Company has the opportunity to earn additional hire when vessel earnings exceed
the basic hire amounts set forth in the charters. Additional hire, if any, is
calculated and paid quarterly in arrears and recognized as revenue in the
quarter in which it was earned.
On
October 18, 2005, and as subsequently amended, the Company entered into
ship management agreements with Tanker Management, a subsidiary of OSG, for the
technical management of its seven Initial Vessels (the vessels that we acquired
simultaneously with the closing of our initial public offering on October 18,
2005) in exchange for a fixed fee. As part of the ship management
agreements, OSG was responsible for drydocking costs.
Financial
liabilities
Financial
liabilities are classified as either financial liabilities “at fair value
through profit or loss” (FVTPL) or “other financial liabilities”. The FVTPL
category comprises the Company’s derivatives. Other financial liabilities of the
Company are classified as “other financial liabilities.
|
a)
|
Other financial
liabilities
|
Other
financial liabilities, including debt, are initially measured at fair value, net
of transaction costs. Other financial liabilities are subsequently measured at
amortized cost using the effective interest method, with interest expense
recognized on an effective yield basis.
The
effective interest method is a method of calculating the amortized cost of a
financial liability and of allocating interest expense over the relevant period.
The effective interest rate is the rate that exactly discounts estimated future
cash payments through the expected life of the financial liability, or, where
appropriate, a shorter period.
The
Company uses interest rate swaps to convert interest-bearing debt from floating
to fixed rate. The swaps have been designated and have qualified as cash flow
hedges until December 31, 2008. The Company applied hedge accounting until
December 31, 2008. From January 1, 2009 the Company has discontinued hedge
accounting prospectively.
Derivatives
are initially recognised at fair value at the date a derivative contract is
entered into and are subsequently re-measured to their fair value at each
balance sheet date. The resulting gain and loss is recognized in profit or loss
immediately.
When a
derivative is an effective hedge instrument, a change in the fair value is
either offset against the change in fair value of the hedged item or recognized
in other comprehensive income until the hedged item is recognized in income. The
ineffective portion of effective hedges is immediately recognized in income.
Derivatives that are not effective hedges are fully adjusted through
income.
As of
January 1, 2009, when the Company discontinued hedge accounting prospectively,
the unrealized gains and losses on the derivative instruments recognized in
comprehensive income remains in comprehensive income until the hedged forecast
transaction occurs.
Fair
Value Measurement
The fair
value of financial instruments that are actively traded in organized markets is
determined by reference to quoted marked bid prices. For financial instruments
where there is no active market, fair value is determined using valuation
techniques. Such techniques may include using recent arm’s length market
transactions; reference to the current fair value of another instrument
that is substantially the same; discounted cash flows analysis or other
valuation models.
Financial
assets – receivables
Trade
receivables are measured at amortised cost using the effective interest rate
method, less any impairment. Normally the interest element could be neglected
due to the fact that the receivables are short term. The Company regularly
reviews its accounts receivables and estimates the amount of uncollectible
receivables each period and establishes an allowance for uncollectible
amounts. The amount of the allowance is based on the age of unpaid
amounts, information about the current financial strength of customers, and
other relevant information.
Derecognition
of financial assets and financial liabilities
The
Company derecognises a financial asset only when the contractual rights to cash
flows from the asset expire; or it transfers the financial asset and
substantially all risks and reward of ownership of the asset to another
entity.
The
Company derecognises financial liabilities when, and only when, the Company’s
obligations are discharged, cancelled or they expire.
Foreign
currency
The
functional currency of the Company and each of the Vessel Subsidiaries is the
U.S. dollar. Monetary assets and liabilities denominated in other currencies are
translated at the year end exchange rates. Foreign currency revenues and
expenses are translated at transaction date exchange rates. Exchange gains and
losses are included in the determination of net income.
Group
companies that have a functional currency different from the presentation
currency are translated into the presentation currency as follows:
|
|
a)
|
Assets
and liabilities for each balance sheet presented are translated at the
closing rate at the date of that balance
sheet;
|
|
|
b)
|
Income
and expense for each income statement are translated at the average
exchange rate, and
|
|
|
c)
|
All
resulting exchange differences are recognised as a separate component of
equity.
|
Concentration
of risk
All of
the Company’s vessels are chartered to OSG, and consequently OSG is the only
source of trade receivables. Due to this fact the concentration of risk related
to trade receivables is substantial, however the Company believes that the risk
can be adequately monitored as OSG is a publicly traded company with credit
ratings from Standard & Poors and Moody’s. All of the Company’s
debt and counterparty for its interest rate swaps are with the same financial
institution.
Balance
Sheet Classification
Current
assets and short-term liabilities include items due less than one year from the
balance sheet date, and items related to the operating cycle, if longer, and
those primarily held for trading. The current portion of long-term debt is
included as current liabilities. Other assets than those described above
are classified as non-current assets.
Where the
Company holds a derivative as an economic hedge (even if hedge accounting is not
applied) for a period beyond 12 months after the balance sheet date, the
derivative is classified as non-current (or separated into current and
non-current).
Related
parties
Parties
are related if one party has the ability, directly or indirectly, to control the
other party or exercise significant influence over the other party in making
financial and operating decisions. Parties are also related if they are
subject to common control or common significant influence. All
transactions between the related parties are recorded at ‘arm’s length’
(estimated market value).
Taxes:
No income
taxes have been provided herein because the Company is a foreign corporation
that is not subject to United States federal income taxes. Further, the Company
is not subject to income taxes imposed by the Marshall Islands, the country in
which it is incorporated.
Stock
Compensation
Employees
of the Company receive remuneration in the form of restricted common stock, that
is subject to vesting conditions. Equity-settled share based payment is measured
at the fair value of the equity instrument at the grant date.
The fair
value determined at the grant date is expensed on a straight-line basis over the
vesting period, based on the Company’s estimate of equity instruments that will
eventually vest.
Segment
information
The
Company does only have one operating segment, and consequently does not provide
segment information, except for the entity wide disclosures
required.
Use
of estimates
The
preparation of financial statements in conformity with IFRS requires management
to make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ from
those estimates. Areas where significant judgement has been applied
are:
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Depreciation:
As described above, the Company reviews estimated useful lives and
residual values each year. Estimates may change due to technological
development, competition and environmental and legal requirements. In
addition residual value may vary due to changes in market prices on
scrap.
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Drydock period:
the vessels are required by their respective classification societies to
go through a dry dock at regular intervals. In general, vessels
below the age of 15 years are docked every 5 years and vessels older than
15 years are docked every 2 1/2
years.
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Impairment testing of
Vessels: Impairment occurs when the carrying value of an asset
or cash generating unit exceeds its recoverable amount, which is the
higher of its fair value less costs to sell and its value in use. The
value in use calculation is based on a discounted cash flow model. The
recoverable amount is most sensitive to the assumptions made for the
discount rate used to discounted future cash flows as well as
the estimated future net cash inflows and the growth rate used for
extrapolation purposes.
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Stock based
compensation: Expenditures related to stock based compensation is
sensitive to assumptions used in calculation fair value, however the total
expenditures related to stock based compensation is
immaterial.
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Standards
and interpretations not adopted
The
following standards and interpretations are issued but the Company chooses not
to early adopt these standards and interpretations.