form20-f.htm
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, 2007
OR
|
¨
|
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
transition period from _________________ to ________________
|
¨
|
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
DOUBLE HULL
TANKERS, 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)
Securities
registered or to be registered pursuant to Section 12(b) of the
Act.
Title of
each
class Name of each exchange
on which registered
Common stock, par value
$0.01 per
share 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.
30,030,811 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 ý International Financial Reporting
Standards as issued by the International Accounting Standards
Board ¨ 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
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 (our “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 “our company” refer to
Double Hull Tankers, Inc. and its subsidiaries and references to our
“common stock” are to our common registered shares. 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.
The
following are definitions of certain terms that are commonly used in the tanker
industry and in this report.
|
Term
|
Definition
|
|
ABS
|
American
Bureau of Shipping, an American classification society.
|
|
Aframax
|
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.
|
|
Annual
Survey
|
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.
|
|
Bareboat
Charter
|
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.”
|
|
Bunker
|
Fuel
oil used to operate a vessel’s engines, generators and
boilers.
|
|
Charter
|
Contract
for the use of a vessel, generally consisting of either a voyage, time or
bareboat charter.
|
|
Charterer
|
The
company that hires a vessel pursuant to a charter.
|
|
Charter
hire
|
Money
paid to the ship-owner by a charterer for the use of a vessel under a time
charter or bareboat charter.
|
|
Classification
Society
|
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.
|
|
Contract
of Affreightment
|
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.
|
|
Double
Hull
|
Hull
construction design in which a vessel has an inner and outer side and
bottom separated by void space, usually 2 meters in
width.
|
|
Drydocking
|
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.
|
| Term |
Definition |
|
Dwt
|
Deadweight
tons, which refers to the carrying capacity of a vessel by
weight.
|
|
Hull
|
Shell
or body of a ship.
|
|
IMO
|
International
Maritime Organization, a United Nations agency that issues international
regulations and standards for shipping.
|
|
Lightering
|
To
partially discharge a tanker onto another tanker or
barge.
|
|
Lloyds
|
Lloyds
Register, a U.K. classification society.
|
|
|
Louisiana
Offshore Oil Port, Inc.
|
|
Metric
Ton
|
A
metric ton of 1,000 kilograms.
|
|
Newbuilding
|
A
new vessel under construction or just completed.
|
|
Off
Hire
|
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.
|
|
OPA
|
U.S.
Oil Pollution Act of 1990, as amended.
|
|
OPEC
|
Organization
of Petroleum Exporting Countries, an international organization
of oil-exporting developing nations that coordinates and unifies the
petroleum policies of its member countries.
|
|
Petroleum
Products
|
Refined
crude oil products, such as fuel oils, gasoline and jet
fuel.
|
|
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 by contribution towards that loss by all members. To a great
extent, the risks are reinsured.
|
|
Scrapping
|
The
disposal of vessels by demolition for scrap metal.
|
|
Special
Survey
|
An
extensive inspection of a vessel by classification society surveyors that
must be completed at least each five year period. Special surveys require
a vessel to be drydocked.
|
|
Spot
Market
|
The
market for immediate chartering of a vessel, usually for single
voyages.
|
|
Suezmax
|
A
crude oil tanker of approximately 130,000 to 170,000 dwt. Modern Suezmaxes
can generally transport about 1 million barrels of crude oil and operate
on many different trade routes, including from West Africa to the
U.S.
|
|
Tanker
|
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.
|
|
TCE
|
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 bunkers and port charges, from voyage revenue and
dividing the net amount (time charter equivalent revenues) by the
round-trip voyage duration.
|
|
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.
|
| Term |
Definition |
|
Vessel
Operating Expenses
|
The
costs of operating a vessel that is 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.
|
|
VLCC
|
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 U.S. and Far
Eastern destinations.
|
|
Voyage
Expenses
|
Expenses
incurred due to a vessel traveling to a destination, such as fuel cost and
port charges.
|
|
V
Plus
|
The
designation assigned to crude oil tankers of 441,000 dwt and
over.
|
|
Worldscale
|
Industry
name for the Worldwide Tanker Nominal Freight Scale 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.
|
|
Worldscale
Flat Rate
|
Base
rates expressed in U.S.$ per ton which apply to specific sea
transportation routes, calculated to give the same return as Worldscale
100.
|
|
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;
|
|
|
●
|
future
operating or financial results, including with respect to the amount of
basic hire and additional hire that we may
receive;
|
|
|
●
|
statements
about future, pending or recent acquisitions, business strategy, areas of
possible expansion and expected capital spending or operating
expenses;
|
|
|
●
|
statements
about tanker industry trends, including charter rates and vessel values
and factors affecting vessel supply and
demand;
|
|
|
●
|
expectations
about the availability of vessels to purchase, the time which it may take
to construct new vessels or vessels’ useful
lives;
|
|
|
●
|
expectations
about the availability of insurance on commercially reasonable
terms;
|
|
|
●
|
our
ability to repay our credit facility, to obtain additional financing and
to obtain replacement charters for our
vessels;
|
|
|
●
|
assumptions
regarding interest rates;
|
|
|
●
|
changes
in production of or demand for oil and petroleum products, either globally
or in particular regions;
|
|
|
●
|
greater
than anticipated levels of newbuilding orders or less than anticipated
rates of scrapping of older
vessels;
|
|
|
●
|
changes
in trading patterns for particular commodities significantly impacting
overall tonnage requirements;
|
|
|
●
|
change
in the rate of growth of the world and various regional
economies;
|
|
|
●
|
risks
incident to vessel operation, including discharge of pollutants;
and
|
|
|
●
|
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.
|
|
|
IDENTITY
OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
|
| |
|
|
| |
|
Not
applicable. |
|
|
|
OFFER
STATISTICS AND EXPECTED TIME TABLE
|
| |
|
|
| |
|
Not
applicable. |
|
|
A.
|
SELECTED
FINANCIAL DATA
|
The
following selected combined financial and other data summarize historical
financial and other information for Double Hull Tankers, Inc., or “DHT,” for the
period from January 1, 2007 through December 31, 2007, January 1, 2006 through
December 31, 2006 and October 18, 2005 through December 31, 2005 and for our
predecessor for the period January 1, 2005 through October 17, 2005, January 1,
2004 through December 31, 2004 and January 1, 2003 through December 31, 2003.
(In this report, we refer to the companies that owned our 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,
2007, 2006 and 2005 and the selected balance sheet data as of December 31, 2007
and 2006 from DHT’s
audited financial statements and from our predecessor combined carve-out
financial statements included in this report. The selected financial and other
data set forth below as of December 31, 2004 and 2003 and for the years
then ended have been derived from our predecessor combined carve-out financial
statements not included in this report. The selected combined financial data are
not indicative of the results we would have achieved or of future results had we
operated as an independent stand-alone company. 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.
|
|
|
Year
ended
December
31,
|
|
|
Year
ended
December
31,
|
|
|
2005
|
|
|
Year ended
December 31,
|
|
|
|
|
Successor
|
|
|
Successor
|
|
|
Successor
|
|
|
Predecessor
|
|
|
Predecessor
|
|
|
|
|
2007
|
|
|
2006
|
|
|
Oct
18-Dec 31
|
|
|
Jan
1 –
Oct
17
|
|
|
2004
|
|
|
2003
|
|
|
|
|
(in
thousands, except per share data)
|
|
|
Statement
of operations data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shipping
revenues
|
|
$ |
81,427 |
|
|
$ |
86,793 |
|
|
$ |
20,173 |
|
|
$ |
84,134 |
|
|
$ |
136,205 |
|
|
$ |
66,192 |
|
|
Total
ship operating expenses
|
|
|
40,469 |
|
|
|
37,994 |
|
|
|
7,899 |
|
|
|
35,426 |
|
|
|
40,870 |
|
|
|
30,828 |
|
|
Income
from vessel operations
|
|
|
40,958 |
|
|
|
48,799 |
|
|
|
12,274 |
|
|
|
48,708 |
|
|
|
95,335 |
|
|
|
35,364 |
|
|
Net
Income (loss)
|
|
|
27,463 |
|
|
|
37,750 |
|
|
|
9,469 |
|
|
|
43,641 |
|
|
|
86,690 |
|
|
|
29,431 |
|
|
Net
income per share – basic and diluted
|
|
|
0.91 |
|
|
|
1.19 |
|
|
|
0.32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
sheet data (at end of year):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vessels,
net
|
|
|
398,005 |
|
|
|
322,577 |
|
|
|
339,491 |
|
|
|
|
|
|
|
355,571 |
|
|
|
326,458 |
|
|
Total
assets
|
|
|
422,208 |
|
|
|
349,040 |
|
|
|
364,062 |
|
|
|
|
|
|
|
388,518 |
|
|
|
376,193 |
|
|
Current
liabilities
|
|
|
96,633 |
|
|
|
9,625 |
|
|
|
10,828 |
|
|
|
|
|
|
|
7,243 |
|
|
|
7,319 |
|
|
Long-term
liabilities(1)
|
|
|
253,700 |
|
|
|
236,000 |
|
|
|
236,000 |
|
|
|
|
|
|
|
256,477 |
|
|
|
331,270 |
|
|
Stockholders’
equity
|
|
|
71,875 |
|
|
|
103,415 |
|
|
|
117,234 |
|
|
|
|
|
|
|
124,798 |
|
|
|
37,604 |
|
|
Cash
flow data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by operating activities
|
|
|
49,363 |
|
|
|
53,998 |
|
|
|
15,893 |
|
|
|
83,039 |
|
|
|
84,248 |
|
|
|
41,272 |
|
|
Net
cash (used in) investing activities
|
|
|
(101,845 |
) |
|
|
- |
|
|
|
(412,580 |
) |
|
|
(830 |
) |
|
|
(9,696 |
) |
|
|
(14,496 |
) |
|
Net
cash provided by (used in) financing activities
|
|
|
45,167 |
|
|
|
(52,511 |
) |
|
|
412,580 |
|
|
|
(82,209 |
) |
|
|
(74,582 |
) |
|
|
(26,776 |
) |
|
Fleet
data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
of tankers owned (at end of period)
|
|
|
8 |
|
|
|
7 |
|
|
|
7 |
|
|
|
7 |
|
|
|
7 |
|
|
|
6 |
|
|
Revenue
days(2)
|
|
|
2,514 |
|
|
|
2,482 |
|
|
|
520 |
|
|
|
1,987 |
|
|
|
2,451 |
|
|
|
1,887 |
|
|
Average
daily time charter equivalent rate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VLCCs(3)
|
|
$ |
41,500 |
|
|
$ |
46,900 |
|
|
|
50,300 |
|
|
|
53,392 |
|
|
$ |
77,422 |
|
|
$ |
41,786 |
|
|
Aframaxes(3)
|
|
$ |
25,700 |
|
|
$ |
26,200 |
|
|
|
30,200 |
|
|
|
33,296 |
|
|
$ |
38,831 |
|
|
$ |
25,463 |
|
|
Average
daily bareboat rate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Suezmaxes(4)
|
|
$ |
27,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
____________
|
(1)
|
Includes
loans payable to Overseas Shipholding Group, Inc., or “OSG,” for the
periods until October 17, 2005.
|
|
(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.
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(3)
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Average
daily time charter equivalent rates, or TCE rates, are a standard industry
measure of daily revenue performance. We calculate TCE rates by dividing
our time charter equivalent revenues in a period by the number of revenue
days in the period. Time charter equivalent 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 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.
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(4)
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Relates
to 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.
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B.
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CAPITALIZATION
AND INDEBTEDNESS
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Not
applicable. |
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C.
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REASONS
FOR THE OFFER AND USE OF THE PROCEEDS
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Not
applicable. |
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
We
cannot assure you that we will pay any dividends.
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
shareholders of record are intended to be paid a fixed quarterly dividend of
$0.25 per common share, commencing with the first dividend payment attributable
to the 2008 fiscal year.
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 will be
beyond our control. In addition, the declaration of dividends is subject at all
times to the discretion of our board of directors. As a result, the amount of
dividends actually paid may vary from the amounts currently estimated and such
variations may be material. Also, these factors could result in a high degree of
variability from period to period in the amount of cash that we have available
for the payment of dividends.
Our
ability to pay dividends is limited by our secured credit facility.
We have
entered into a $420 million secured credit facility with The Royal Bank of
Scotland, or “RBS.” Our secured credit facility provides that we may not pay
dividends if the charter-free market value of our vessels that secure the credit
facility is less than 135% of our borrowings under the facility plus the actual
or notional cost of terminating any interest rate swaps that we enter, if there
is a continuing default under the credit facility or if the payment of the
dividend would result in a default or breach of a loan covenant. Our ability to
declare and pay dividends will therefore depend on whether we are in compliance
with our credit facility, the market value of our vessels and the value of our
swap agreements. The difference between the market value of our vessels and the
outstanding borrowings under our credit facility may decrease over time, as
vessels generally decrease in value as they age. Therefore, our ability to
comply with our financial ratio covenants and to make dividend payments under
our credit facility may decrease over time. We are required to repay our secured
credit facility with an initial installment of $75 million in 2008 and, starting
in January 2011, we will be required to make principal repayments of
approximately $9 million per quarter on our secured credit facility until
its final maturity in 2017, when a final payment of approximately
$109 million will be due.
Restrictive
covenants in our secured credit facility may impose financial and other
restrictions on us.
Our
secured credit facility with RBS imposes operating and financial restrictions on
us. These restrictions may limit our ability to, among other
things:
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pay
dividends if the charter-free market value of our vessels that secure our
obligations under the credit facility is less than 135% of our borrowings
under the credit facility plus the notional or actual cost of terminating
any interest rates swaps to which we are a party, if there is a continuing
default under the credit facility or if the payment of the dividend would
result in a default or breach of a loan
covenant;
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incur
additional indebtedness, including through the issuance of
guarantees;
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change
the management of our vessels without the prior consent of the
lender;
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permit
liens on our assets;
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merge
or consolidate with, or transfer all or substantially all our assets to,
another person;
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enter
into certain types of charters; and
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enter
into a new line of business.
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Therefore,
we may need to seek permission from our lender in order to engage in some
corporate actions. Our lender’s interests may be different from ours and we
cannot guarantee that we will be able to obtain our lender’s permission when
needed. This may limit our ability to pay dividends to you, finance our future
operations, make acquisitions or pursue business opportunities.
We
cannot assure you that we will be able to refinance any indebtedness incurred
under our 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 also 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:
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locating
and acquiring suitable vessels;
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identifying
and consummating acquisitions or joint
ventures;
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adequately
employing any acquired vessels;
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managing
our expansion; and
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obtaining
required financing on acceptable terms so that the acquisition is
accretive to earnings and dividends per
share.
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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.
Our
dividend policy is subject to change at the discretion of our board of
directors.
We
currently intend to distribute a fixed quarterly dividend of $0.25 per common
share to our stockholders. However, our dividend policy is subject to change at
any time at the discretion of our board and our board may elect to change our
dividend policy by establishing a reserve for, among other things, the repayment
of our credit facility or to help fund the acquisition of a vessel. Our board
may also decide to establish a reserve to repay indebtedness if, as the maturity
of our 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 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 a dividend. In
addition, any dividend may be discontinued at the discretion of our
board.
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, ship management agreements and other
contractual agreements we have with OSG and its affiliates with respect to our
initial vessels 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 2010 unless extended at the option of the
charterers, and we may not be able to re-charter our vessels
profitably.
With
respect to our seven initial vessels on time charter, four charters expire
approximately six years after the date of delivery of the chartered vessel to us
and three 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
will 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.
We cannot
predict at this time any of the factors that the charterers will consider in
deciding whether to exercise any of their 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 extend our current time charters, we may not be able to
re-charter our vessels with 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 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 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 renewed, 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 with terms similar to the terms of our 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
initial vessels, which 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 eight other tanker companies, and our four Aframaxes currently
participate in the Aframax International Pool, which has eight members,
including OSG. 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. Charterers currently operate our VLCCs in the Tankers International
Pool and our 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. Our two
Suezmaxes do not operate in pools 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 our vessels
participate in will continue to exist in the future. In addition, the European
Union is in the process of substantially reforming the way it regulates
traditional agreements for maritime services from an antitrust perspective.
These changes may impose new restrictions on the way the pools are operated or
may prohibit such pooling arrangements altogether. 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. OSG has informed us that Overseas Ania will cease
operating in the Aframax International Pool in July 2008. Our Suezmaxes, the
Overseas London and
Overseas Newcastle, do
not operate in pools.
If
Tanker Management opts to terminate any or all of our ship management agreements
upon 90 days’ notice beginning in October 2008, our operating expenses
could materially increase.
Under our
ship management agreements, Tanker Management Limited, or “Tanker Management,” a
wholly owned subsidiary of OSG, is responsible for all of the technical and
operational management of our initial vessels and receives a technical
management fee for its services. Each ship management agreement with Tanker
Management is coterminous with the charter for the same vessel, but is
cancelable by us or Tanker Management for any reason upon 90 days’ notice
after October 2008. Each charterer has the right to approve any replacement
manager that we select; however, their approval may not be unreasonably
withheld. In addition, each charterer has the right to cause us to change the
manager of its vessel under certain circumstances if it is dissatisfied with the
manager’s performance. In the event the ship management agreements are
terminated after October 2008, we cannot assure you that we would be able to
obtain similar fixed rate terms from another manager. In addition, if we
terminate the ship management agreements, we may be required to pay drydocking
expenses that have been incurred by Tanker Management, which could be
substantial, to the extent those expenses have not been recouped through the
drydock component of the technical management fee. If we incur greater expenses
under replacement management agreements or due to the termination of our ship
management agreements, the amounts that we have available, if any, to pay
distributions to our stockholders could be significantly reduced or
eliminated.
Because
we are a company with a limited separate operating history, our historical
financial and operating data may not be representative of our future
results.
We are a
company with a limited separate operating history. Four of the initial vessels
we purchased from OSG in connection with our IPO were delivered to OSG between
2001 and 2004, one was delivered in 1997 and the remaining two were delivered in
1994. The historical predecessor combined carve-out financial statements
included in this report have been prepared on a carve-out basis and reflect the
historical business activities of OSG relating to our initial vessels. These
predecessor financial statements do not reflect the results we would have
obtained under our current fixed rate long-term time charters, ship management
agreements and our financing arrangements and in any event are not a meaningful
representation of our future results of operations.
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. OSG currently operates, and we expect the charterers to continue to
operate, our three VLCCs in the Tankers International Pool and 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 of
our 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. We are also entitled to
receive additional hire with respect to our Suezmax, the Overseas Newcastle. This
vessel is not operating in a pool and chartering decisions are made by OSG.
Therefore, conflicts of interest may therefore arise between us and OSG in the
allocation of chartering opportunities that could reduce our additional hire for
this vessel.
We
are leveraged and subject to restrictions in our financing agreements that
impose constraints on our operating and financing flexibility.
We have
entered into a $420 million secured credit facility with RBS under which we
initially borrowed approximately $236 million under a term loan to finance
a portion of the cash purchase price for our initial vessels. In addition, on
December 4, 2007 we borrowed $92.7 million and, on January 28, 2008, a further
$90.3 million to fund the acquisition of our Suezmaxes. We are required to apply
a substantial portion of our cash flow from operations to the payment of
interest on borrowings under the facility. Our credit facility, which is secured
by, among other things, mortgages over all of our vessels, assignments of
earnings and insurances and pledges over our bank accounts, requires that we
comply with various operating covenants and maintain certain financial ratios,
including that the charter-free market value of our vessels that secure the
credit facility be no less than 120% of our borrowings plus the actual or
notional cost of terminating any swap agreements that we enter in order for us
to satisfy collateral maintenance requirements and that the charter-free market
value of our vessels that secure the credit facility be no less than 135% of our
borrowings plus the actual or notional cost of terminating any swap agreement
that we enter in order for us to pay dividends. We pay a floating rate of
interest under our 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 and 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 equity interests
in our subsidiaries. Our subsidiaries own all of our vessels, and payments under
our charters are made to our subsidiaries. As a result, our ability to pay
dividends depends on the performance of our 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 our
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, representations previously made by OSG, including
representations that certain terms of our ship management agreements and our
time charters with OSG’s subsidiaries are consistent with normal commercial
practice and the opinion of our tax counsel dated June 27, 2007, we believe that
it is more likely than not that we are not currently a PFIC (even after taking
into account the fact that our two Suezmaxes, the Overseas Newcastle and Overseas London, are subject
to bareboat charters). 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 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.
There is,
however, no direct legal authority under the PFIC rules addressing our current
and projected future operations. In addition, our tax counsel’s opinion was
based on representations of OSG that were not reviewed by the U.S. Internal
Revenue Service, or “IRS.” Accordingly, no assurance can be given that the IRS
or a court of law will accept our position, and there is a risk that the IRS or
a court of law 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 the nature and extent of our 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 Internal Revenue
Code of 1986, as amended, or 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. Taxation ─ United States Federal Income Tax
Consideration” 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 and our subsidiaries, 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 in August of
2003. Based on
OSG’s shareholding during 2007 and 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% United States federal income tax on our
U.S. source shipping income. The imposition of this taxation 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, which currently has a maximum rate of 30%. 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 meetings outside of the United Kingdom. However,
because certain of our executive officers and 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, which are near historically high levels, 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 and vessel values are near
historical high levels. 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.
Currently, vessel values are near historically high levels. There can be no
assurance that vessel values will not decline from current levels or that
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 and vessel values, 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 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
which extends to 2012 equaled about 39% of the existing world tanker fleet as of
February 2008 and we cannot assure you that the order book will not increase
further in proportion to the existing fleet. The newbuilding order book is not
fully booked for 2011. 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 entered
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, 2007
through December 31, 2007, vessels in our fleet have made three calls to ports
in Iran out of a total of 291 calls on worldwide ports. Although these sanctions
and embargoes 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, which are near historically high levels, may be depressed
at a time and in the event that we sell a vessel.
Tanker
values have generally experienced high volatility and values are currently near
historically high levels. 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 we are required to make a repayment under
our credit facility, or when our credit facility matures, which could adversely
affect our liquidity and our ability to refinance our credit
facility.
In the
event of the sale or loss of a vessel, our credit facility requires us 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 we 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 our 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
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 renew the
charters when they expire (beginning in 2010) 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. The United States Oil Pollution Act of
1990, or “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. The International Maritime Organization, or “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. As a result of
accidents such as the November 2002 oil spill from the Prestige, a 26 year old
single-hull tanker unrelated to us, we believe that regulation of the shipping
industry will continue to become more stringent and more expensive for us and
our competitors. 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 ship management agreements for our initial vessels, Tanker Management is
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 amended and restated 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.
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INFORMATION
ON THE COMPANY
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A.
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HISTORY
AND DEVELOPMENT OF THE COMPANY
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General
Information
Double
Hull Tankers, Inc. was incorporated in April 2005 under the laws of the
Marshall Islands. 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.
We
operate a fleet of double-hull tankers. As of March 1, 2008, our fleet consists
of three very large crude carriers, or “VLCCs,” which are tankers ranging
in size from 200,000 to 320,000 deadweight tons, or “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 1,506,998 dwt and a weighted average age of 7.8 years
as of December 31, 2007, compared with an average age of approximately
11.2 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 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 156 vessels
(including newbuildings on order) that have a combined carrying capacity of
15.4 million dwt and 865,000 cbm
as of December 31, 2007. 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. Our initial vessels are operated in the Tankers International Pool
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. 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 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
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 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. 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 shipbrokers panel, or “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. 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.
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Vessel
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Term
of Initial Charter
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Expiration
of Initial Charter
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Term
of Extension Periods
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Maximum
Aggregate
Extension
Term
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Overseas
Ann
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6½ years
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April
17, 2012
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1,
2 or 3 years
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8
years
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Overseas
Chris
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6
years
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October
17, 2011
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1,
2 or 3 years
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8
years
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Overseas
Regal
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5½
years
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April
17, 2011
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1,
2 or 3 years
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6
years
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Overseas
Cathy
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6¼
years
|
|
January
17, 2012
|
|
1,
2 or 3 years
|
|
8
years
|
|
Overseas
Sophie
|
|
5¾
years
|
|
July
17, 2011
|
|
1,
2 or 3 years
|
|
8
years
|
|
Overseas
Rebecca
|
|
5
years
|
|
October
17, 2010
|
|
1,
2 or 3 years
|
|
5
years
|
|
Overseas
Ania
|
|
5
years
|
|
October
17, 2010
|
|
1,
2 or 3 years
|
|
5
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
endeavour 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 shipbroker
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 fixed term of the charter is as
follows:
|
Charter
Year
|
|
End of Charter Year(1)
|
|
VLCCs
|
|
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
|
|
|
____________
|
(1)
|
The
charters for the Overseas Cathy and the
Overseas Ann
expire on January 17, 2012 and April 17, 2012, respectively.
During the period from October 17, 2011 to their respective
expiration dates, the basic hire is $25,700 and $38,500 per day,
respectively. The charter for the Overseas Regal expires
on April 17, 2011 and the charter for the Overseas Sophie expires
on July 17, 2011.
|
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, 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, 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 our 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 a time charter equivalent, or
“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
vessels are operated in either the Tankers International Pool or the Aframax
International Pool.
General
provisions regarding additional hire.
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
ending after 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 Aframaxes are
currently operated in these pools. The Tankers International Pool currently
consists of 43 VLCCs and V Pluses, including our three VLCCs, and the
Aframax International Pool consists of 38 Aframaxes, including 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 all the VLCCs and Aframaxes it owns and
charters-in in the Tankers International and Aframax International Pools,
respectively, we expect that 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 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. We have been informed by OSG that the Overseas Ania, one of our
Aframaxes, will be withdrawn from the Aframax International Pool in July
2008.
The
amount of TCE revenue earned by our vessels that operate in a pool 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.
If OSG
withdraws any of our vessels from a pool, or if a pool disbands, the methodology
for calculating TCE revenue for determination of additional hire with respect to
that vessel will change in the applicable quarter. In that case, TCE revenue for
the 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:
|
|
●
|
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.
|
|
|
●
|
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:
|
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 our Suezmax, 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 entire ship
management agreement for each initial vessel listed as an exhibit to this
report.
Each of
the subsidiaries owning our initial vessels has entered into fixed rate ship
management agreements with Tanker Management with respect to such vessels. Under
the ship management agreements, Tanker Management is 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. We have agreed to guarantee the
obligations of each of our subsidiaries under the ship management
agreements.
Tanker
Management will be responsible for all scheduled drydocking costs related to our
vessel during the term of the ship management agreement. However, if a ship
management agreement is terminated, we will make a payment to Tanker Management
in the amount of the cumulative scheduled drydocking costs paid by Tanker
Management in excess of the cumulative drydock-related management fee payments
paid by us, in accordance with the terms set forth in the applicable ship
management agreement. If at such time cumulative drydock-related management fee
payments paid by us exceed cumulative scheduled drydocking costs paid by Tanker
Management, we will receive a payment from Tanker Management in the amount of
the difference. Following the first drydocking of the applicable vessel, we will
be responsible for any reasonably unanticipated repair to a vessel that
(i) is not due to the fair wear and tear of the vessel and
(ii) exceeds any insurance or warranty coverage amounts.
Tanker
Management is also obligated under the ship management agreements to arrange for
insurance for each vessel subject to those agreements, 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. Tanker Management is
responsible for the payment of deductibles subject to the following per claim
limits:
|
|
●
|
for
our hull and machinery policy, $250,000 for claims on any of our VLCCs and
$125,000 for claims on any of our
Aframaxes;
|
|
|
●
|
for
our protection and indemnity
policy:
|
|
|
|
$100,000
for claims under the running down clause and the fixed and floating
objects clause, and
|
|
|
|
$15,000
for all other protection and indemnity
claims.
|
Tanker
Management is not required to make any payments in respect of any off hire
period that is not covered by loss of hire insurance. 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 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 ship management agreement, we will pay Tanker Management a technical
management fee in exchange for the management services and payment of costs
described above, expressed in dollars per day that is payable monthly in advance
and calculated on the actual number of days in the month. For each management
agreement, the technical management fee is fixed through October 2007 and will
increase by 2.5% per year thereafter for the duration of the
agreement.
The
schedule of technical management fees for the initial charter period is as
follows:
|
|
|
|
|
|
|
|
|
1
|
|
October
17, 2006
|
|
$6,500/day
|
|
$5,800/day
|
|
2
|
|
October
17, 2007
|
|
6,500/day
|
|
5,800/day
|
|
3
|
|
October
17, 2008
|
|
6,663/day
|
|
5,945/day
|
|
4
|
|
October
17, 2009
|
|
6,829/day
|
|
6,094/day
|
|
5
|
|
October
17, 2010
|
|
7,000/day
|
|
6,246/day
|
|
6
|
|
October
17, 2011
|
|
7,175/day
|
|
6,402/day
|
|
7
|
|
October
17, 2012
|
|
7,354/day
|
|
6,562/day
|
Under the
ship management agreements, Tanker Management has agreed to maintain our vessels
so that they 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 will be responsible for our fleet’s compliance with all government,
environmental and other regulations.
Neither
us nor Tanker Management is able to cancel any ship management agreement (as
currently amended) prior to the third anniversary of the effective date of such
agreement (i.e., October 18, 2008), except for cause. Beginning on the third
anniversary, the ship management agreements (as currently amended) are
cancelable by us or Tanker Management for any reason at any time upon 90 days’
advance notice. Both parties also have the right to terminate any of the ship
management agreements if the relevant charter has been terminated. 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. Each charterer also has the right to cause us to change
the manager of the vessel under certain circumstances if it is dissatisfied with
the manager’s performance.
OSG and
its affiliates, including Tanker Management, provide technical and operational
management and payroll and support services for OSG’s fleet of vessels,
including vessels that are majority owned by independent third
parties.
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.
|
|
|
|
|
|
|
|
|
|
|
VLCC
|
|
|
|
|
|
|
|
|
|
Overseas
Ann(1)
|
|
2001
|
|
|
309,327 |
|
Marshall
Islands
|
|
Lloyds
|
|
Overseas
Chris(1)
|
|
2001
|
|
|
309,285 |
|
Marshall
Islands
|
|
Lloyds
|
|
Overseas
Regal(1)
|
|
1997
|
|
|
309,966 |
|
Marshall
Islands
|
|
ABS
|
|
Suezmax
|
|
|
|
|
|
|
|
|
|
|
Overseas
Newcastle(2)
|
|
2001
|
|
|
164,626 |
|
Marshall
Islands
|
|
ABS
|
|
Overseas
London(3)
|
|
2000
|
|
|
152,923 |
|
Marshall
Islands
|
|
DNV
|
|
Aframax
|
|
|
|
|
|
|
|
|
|
|
Overseas
Cathy(1)
|
|
2004
|
|
|
112,028 |
|
Marshall
Islands
|
|
ABS
|
|
Overseas
Sophie(1)
|
|
2003
|
|
|
112,045 |
|
Marshall
Islands
|
|
ABS
|
|
Overseas
Rebecca(1)
|
|
1994
|
|
|
94,873 |
|
Marshall
Islands
|
|
ABS
|
|
Overseas
Ania(1)
|
|
1994
|
|
|
94,848 |
|
Marshall
Islands
|
|
ABS
|
____________
b
(1) Acquired
on October 18, 2005 and time chartered to a subsidiary of OSG as of that
date.
(2) Acquired
on December 4, 2007 and bareboat chartered to a subsidiary of OSG as of that
date.
(3) Acquired
on January 28, 2008 and bareboat chartered to a subsidiary of OSG as of that
date.
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 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 29 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 our 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 for a fixed fee as is the case with Tanker
Management, 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 International Maritime Organization or “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 (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.
Additional or new conventions, laws and regulations may be adopted that could
adversely affect the ability of Tanker Management to manage our vessels. The
United States in February 2007 proposed a series of amendments to Annex VI which
would establish more stringent particulate matter, sulfur oxide and nitrogen
oxide emission standards. If these amendments are implemented and are applied to
existing vessels (as opposed to vessels built after the effective date), we may
incur costs to install additional pollution control equipment in 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 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.
Although
the United States is not a party to these conventions, 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.
Under this convention, and depending on whether the country in which the damage
results is a party to the 1992 Protocol to the International Convention on Civil
Liability for Oil Pollution Damage, 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.
Under an amendment to the Protocol that became effective on November 1,
2003, for vessels of 5,000 to 140,000 gross tons (a unit of measurement for the
total enclosed spaces within a vessel), liability will be limited to
approximately $7.1 million plus $998 for each additional gross ton over
5,000. For vessels of over 140,000 gross tons, liability will be limited to
approximately $142 million. As the convention calculates liability in terms
of a basket of currencies, these figures are based on currency exchange rates on
February 15, 2008. Under the 1969 Convention, the right to limit liability is
forfeited where the spill is caused by the owner’s actual fault. Under the 1992
Protocol, a ship-owner cannot limit liability where the spill is caused by the
owner’s intentional or reckless conduct. Vessels trading to states that are
parties to these conventions must provide evidence of insurance covering the
liability of the owner. In jurisdictions where the International Convention on
Civil Liability for Oil Pollution Damage has not been adopted, various
legislative schemes or common law govern, and liability is imposed either on the
basis of fault or in a manner similar to that convention. We believe that our
P&I insurance will cover the liability under the plan adopted by the
IMO.
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 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 U.S. Oil Pollution Act of 1990, or “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 had historically limited the liability of responsible parties to
the greater of $1,200 per gross ton or $10 million per tanker that is over
3,000 gross tons. Federal legislation signed into law on July 11, 2006
increased these limits to the greater of $1,900 per gross ton or
$16 million per tanker that is over 3,000 gross tons (subject to
possible adjustment for inflation). For our vessels, the increased limits became
effective on October 9, 2006. 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
previous limits of liability described above for OPA and CERCLA (combined), and
has proposed a new rule to reflect the current combined limit for tankers, which
was increased from $1,500 per gross ton to $2,200 per gross ton effective
October 9, 2006, when the increased liability limits under OPA went into
effect (as described above). 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 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,” has exempted
the discharge of ballast water and other substances incidental to the normal
operation of vessels in U.S. ports from Clean Water Act permitting requirements.
However, on March 30, 2005, a U.S. District Court ruled that the EPA
exceeded its authority in creating an exemption for ballast water. On
September 18, 2006, the court issued an order invalidating the exemption in
EPA’s regulations for all discharges incidental to the normal operation of a
vessel as of September 30, 2008, and directing the EPA to develop a system
for regulating all discharges from vessels by that date. The EPA has appealed
this decision, but no decision on the appeal has been issued. However, in June
2007, the EPA provided notice of its intention to promulgate rules regarding the
regulation of ballast water discharges and other discharges incidental to the
normal operation of vessels and solicited public comment. If the exemption is
repealed, we would be subject to Clean Water Act permit requirements that could
include ballast water treatment obligations that could increase the cost of
operating in the United States. This 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. Various states have also enacted legislation restricting
ballast water discharges and the introduction of non-indigenous species
considered to be invasive.
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 November
2007, the EPA issued an Advance Notice of Proposed Rulemaking indicating its
plan to propose more stringent federal emission standards for new Category 3
marine diesel engines. The standards under consideration are consistent with the
United States’ proposal to amend Annex VI of MARPOL, as discussed above. 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. New or more stringent federal
or state air emission regulations could require significant capital expenditures
to retrofit vessels and could otherwise increase our operating
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, 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. 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, 2007.
|
|
|
|
|
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(1)
|
|
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%
|
____________
b
(1) Company
acquired ownership of this vessel effective as of January 28, 2008.
|
|
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, 2007.
|
|
|
|
|
|
|
|
|
|
|
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(1)
|
|
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
|
____________
b
(1) Joined
our fleet effective as of January 28, 2008.
|
|
|
UNRESOLVED
STAFF COMMENTS
|
None.
|
|
|
OPERATING
AND FINANCIAL REVIEW AND PROSPECTS
|
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 our predecessor combined carve-out
financial statements, which we call our combined 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. Please see “Cautionary Note Regarding
Forward-Looking Statements” for a discussion of the risks, uncertainties and
assumptions relating to these statements.
The
following discussion of our financial condition and results of operations should
be read in conjunction with our consolidated financial statements. This
discussion contains forward-looking statements based on assumptions about our
future business. Our actual results may differ from those contained in the
forward-looking statements and such differences may be material.
OVERVIEW
- PREDECESSOR
For the
period from January 1, 2005 through October 17, 2005, the combined financial
statements presented herein with respect to our vessels have been carved out of
the consolidated financial statements of OSG. Our financial position, results of
operations and cash flows reflected in our combined financial statements are not
indicative of those that would have been achieved had we operated as an
independent stand-alone entity for all periods presented or of future
results.
We refer
to the companies that owned our initial vessels collectively as our
“predecessor,” or, in the financial statements that form a part of this
report, as “OSG Crude.” Our predecessor’s fleet consisted of the same initial
vessels that we acquired upon the completion of the IPO: three modern, double
hull VLCCs and four modern, double hull Aframaxes that have a combined carrying
capacity of about 1.3 million dwt. All of these vessels operated in pools
during the period from January 1 through October 17, 2005 and the three years
ended December 31, 2004 or since delivery of the vessel.
To the
extent the assets, liabilities, revenues and expenses relate to our predecessor,
these have been identified and carved out for inclusion in our combined
financial statements. OSG’s shipping interests and other assets, liabilities,
revenues and expenses that do not relate to our initial vessels are not included
in our combined financial statements. In addition, the preparation of our
combined financial statements required the allocation of certain expenses where
these items were not identifiable as related to our predecessor.
General
and administrative expenses, consisting primarily of salaries and other employee
related costs, office rent, legal and professional fees and travel and
entertainment were allocated based on the total number of vessels (weighted by
days owned by our predecessor) in the respective fleets of our predecessor and
OSG for each of the periods presented. Management believes that the allocation
of general and administrative expenses was based on a reasonable
method.
BUSINESS
On
October 18, 2005, we acquired the seven vessels comprising our initial fleet. 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 December 4,
2007 and January 28, 2008, respectively, we acquired two Suezmaxes and
immediately 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 ─ Charter
Arrangements” for a more detailed description of our charter arrangements. We
have also entered into ship management agreements with a subsidiary of OSG for
the technical management of our initial vessels that substantially fix our
operating expenses (excluding insurance premiums and vessel taxes) for three
years. See the section of this report entitled “Item 4. Information on the
Company — Ship Management Agreements” for a more detailed description of our
ship management agreements. When our initial vessels were owned by our
predecessor, these vessels were operated primarily in the spot market, and our
predecessor was not a party to comparable ship management agreements. As such,
our current operations differ significantly from the historical operations of
our predecessor upon which our combined financial statements are based. In
particular, we expect that for so long as our chartering and ship management
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 and
our vessel operating expenses (excluding insurance premiums and vessel taxes)
under the ship management agreements will be substantially fixed. 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. The charters
and ship management arrangements are designed to provide us with a more stable
cash flow than historically experienced by our predecessor, as our expenses will
be substantially fixed through our ship management agreements and, so long as
our initial vessels subject to time charter 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
After the
closing of our IPO on October 18, 2005, 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, primarily
because of scrapping. 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
have entered into ship management agreements with Tanker Management, a
subsidiary of OSG, under which it is responsible for all technical management of
the vessels, including crewing, maintenance and ordinary repairs, scheduled
drydockings (subject to certain adjustments when the agreement is terminated),
stores and supplies, lubricating oils and insurance deductibles (subject to the
limits on deductibles set forth in the ship management agreements). Under these
agreements, we pay a fixed daily fee for the cost of vessels’ operations,
including scheduled drydockings, for each vessel, which will increase by 2.5%
annually after October 2007. Neither us nor Tanker Management will be able to
cancel these agreements prior to October 2008 except for cause, after which time
the ship management agreements may be canceled for any reason at any time upon
90 days’ advance notice.
The
charterers pay us a fixed basic charter rate monthly in advance and additional
hire, if any, 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 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 time charter equivalent rates
earned by our vessels during the last three years.
|
|
|
Year
Ended
December
31, 2007
|
|
|
Year
Ended December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oct
18 – Dec 31
|
|
|
Jan
1 – Oct 17
|
|
|
VLCCs
|
|
$ |
41,500 |
|
|
$ |
46,900 |
|
|
$ |
50,300 |
|
|
$ |
53,392 |
|
|
Suezmaxes(1)
|
|
$ |
27,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aframaxes
|
|
$ |
25,700 |
|
|
$ |
26,200 |
|
|
$ |
30,200 |
|
|
$ |
33,296 |
|
(1) Overseas Newcastle only for
the 27 day period from December 4, 2007 to December 31, 2007.
CRITICAL
ACCOUNTING POLICIES
The
financial statements for DHT and our combined carve-out financial statements for
our predecessor are prepared in accordance with accounting principles generally
accepted in the United States, or “GAAP,” 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 A to our consolidated and predecessor combined carve-out
financial statements, included as Item 18 to this report.
Carve-out
of the Financial Statements of OSG
For all
periods prior to and through October 17, 2005, our combined carve-out financial
statements include the accounts of seven wholly owned subsidiaries of OSG, a
publicly-traded company incorporated in Delaware. These combined carve-out
financial statement have been prepared to reflect the financial position,
results of operations and cash flows of our predecessor, which owned the vessels
acquired by our subsidiaries. Our combined carve-out financial statements are
prepared in accordance with GAAP. The assets, liabilities, results of operations
and cash flows were carved out of the consolidated financial statements of OSG
using specific identification. In the preparation of these predecessor carve-out
financial statements, general and administrative expenses, which were not
identifiable as relating to specific vessels, were allocated based on our
predecessor’s proportionate share of OSG’s total ship operating days for each of
the periods presented. Ship operating days consist of the aggregate number of
calendar days in a period in which our vessels are owned by us. Management
believes these allocations to reasonably present our predecessor’s financial
position, results of operations and cash flows. However, the predecessor
combined carve-out statements of financial position, operations and cash flow
may not be indicative of those that would have been realized had our predecessor
operated as an independent stand-alone entity for the periods presented. Had our
predecessor operated as an independent stand-alone entity, its results could
have differed significantly from those presented herein.
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 or on time charters,
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. 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
ratably 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 ratably 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. In the shipping industry, use of a 25-year life has
become the standard. The actual life of a vessel may be different. 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 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, an impairment
charge would be recognized if the estimate of the undiscounted future cash flows
expected to result from the use of the vessel and its eventual disposition is
less than the vessel’s carrying amount. This assessment is made at the
individual vessel level since separately identifiable cash flow information for
each vessel is available.
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
Combined
fiscal 2005 amounts combine predecessor 2005 with successor 2005 by mathematical
addition and do not comply with GAAP. Such data is being presented for analysis
purposes only.
Income
from Vessel Operations
Shipping
revenues decreased by $5,366,000, or 6.2% to $81,427,000 in 2007 from
$86,793,000 in 2006. This decrease was primarily attributable to lower earnings
in 2007 for our initial vessels operating in pools.
Shipping
revenues were $104,307,000 in 2005. On October 18, 2005, we acquired the initial
vessels from OSG Crude and commenced operating as an independent company and
agreed to time charter our initial vessels to subsidiaries of OSG for periods of
five to six and one-half years under charters that provide for fixed monthly
payments, plus the potential to earn additional profit sharing payments. For the
period from October 18, 2005 through December 31, 2005, shipping revenues were
$20,173,000. During the period from January 1, 2005 through October
17, 2005, shipping revenues for our predecessor, OSG Crude, were
$84,134,000.
For the
period from January 1, 2005 through October 17, 2005 all of our shipping
revenues were derived from pools which predominantly perform voyage charters.
From October 18, 2005 through December 31, 2005 and for the years ended 2006 and
2007 all of our revenues were derived from our charter arrangements with OSG and
consisted of a combination of base hire and additional hire paid to us by
OSG.
Prior to
October 18, 2005, reliance on the spot market contributed to fluctuations in our
predecessor’s revenue, cash flow and net income, but afforded our predecessor
greater opportunity to increase income from vessel operations when rates rose.
After October 18, 2005, our revenue, cash flow and net income is less dependent
on the development in the spot market as the charter arrangements for our
vessels provide for fixed monthly payments plus the potential to earn additional
profit sharing payments when the vessels’ earnings exceed the fixed monthly
payments.
Vessel
expenses increased by $733,000 to $19,423,000 in 2007 from $18,690,000 in 2006
principally as a result of the 2.5% price increase as of October 18, 2007,
pursuant to the ship management agreements entered into on October 18, 2005 with
Tanker Management, a subsidiary of OSG, for the technical management of our
initial vessels and bunkers cost related to vessels off hire.
Vessel
expenses were $18,108,000 in 2005. During the period from January 1, 2005
through October 17, 2005, vessel expenses for our predecessor, OSG Crude, were
$14,433,000. On October 18, 2005, we acquired our initial vessels
from OSG Crude and commenced operating as an independent company and entered
into ship management agreements with Tanker Management for the technical
management of our initial vessels in exchange for a fee that was substantially
fixed for the first two years of the agreement. For the period from October 18,
2005 through December 31, 2005, vessel expenses were $3,675,000.
Depreciation
and amortization increased by $356,000 to $17,271,000 in 2007 from $16,915,000
in 2006 principally as a result of the delivery of the Overseas Newcastle on
December 4, 2007.
Depreciation
and amortization expenses were $17,940,000 in 2005. During the period from
January 1, 2005 through October 17, 2005, depreciation and amortization expenses
were $14,462,000 including $925,000 attributable to amortization of capitalized
drydock expenditures. For the period from October 18, 2005 through December 31,
2005, depreciation and amortization expenses were $3,478,000. After
October 18, 2005, the amounts related to drydocking are incorporated in the
technical management fees paid to OSG.
General
and Administrative Expenses
General
and administrative expenses increased by $1,386,000 to $3,775,000 in 2007 from
$2,389,000 in 2006. This increase was mainly a result of higher personnel cost
due to the employment of a new Senior Vice President during the year, as well as
increased incentive expenses.
General
and administrative expenses for 2007, 2006 and for the period October 18,
2005 to December 31, 2005 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.
General
and administrative expenses for our predecessor consisted primarily of salaries
and other employee related costs, office rent, legal and professional fees and
travel and entertainment. Prior to October 18, 2005, general and administrative
expenses were allocated based on our predecessor’s proportionate share of OSG’s
total ship operating days for each of the periods presented for our initial
vessels. Ship operating days represent the aggregate number of days OSG owned
its vessels, and were 2,030 for the period from January 1, 2005 through October
17, 2005. Management believes these allocations reasonably present our
predecessor’s financial position, results of operations and cash
flows.
General
and administrative expenses were $6,505,000 in 2005. During the period from
January 1, 2005 through October 17, 2005, general and administrative expenses
were $5,759,000. For the period from October 18, 2005 through December 31, 2005,
general and administrative expenses were $746,000.
Interest
Expense
Interest
expense increased by $500,000 to $14,457,000 in 2007 from $13,957,000 in 2006
principally as a result of the increase in debt in connection with the
acquisition of the Overseas
Newcastle on December 4, 2007.
Interest
expense was $6,468,000 in 2005. During the period from January 1, 2005 through
October 17, 2005, interest expense was $3,596,000. For the period from October
18, 2005 through December 31, 2005, interest expense, including amortization of
deferred debt issuance cost, was $2,872,000.
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 our 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 our 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 our secured credit
facility. We fund our working capital requirements with cash from operations. We
collect our basic hire monthly in advance and pay our 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 shareholders with a fixed quarterly dividend of
$0.25 per common share, commencing with the first dividend payment attributable
to the 2008 fiscal year. Since our IPO, we have paid the following
dividends:
|
|
|
|
|
|
|
|
|
|
|
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
|
We
believe that cash flow from our charters will be sufficient to fund our interest
payments under our 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 our secured credit facility
with the Royal Bank of Scotland or “RBS,” which was increased from $401 million
to $420 million. Following this increase, we are required to make a principal
repayment of $75 million no later than December 31, 2008. We may meet this
repayment obligation through new borrowings or with the net proceeds of
issuances of equity or other securities. Alternatively, we can sell certain of
our assets and use the proceeds to pay down debt. As of December 31, 2007, we
were in compliance with the covenants contained in our secured loan
agreement.
For
periods prior to October 17, 2005, our combined financial statements represent
the operations of our vessels by our predecessor. The acquisition of our initial
vessels by our predecessor and their operations were funded by bank debt and
loans from OSG. As a result, our predecessor combined financial statements are
not indicative of the financial position, results of operations or cash flows we
would have achieved had we operated as an independent stand-alone entity during
the periods presented for our predecessor or of future results.
Working
capital at December 31, 2007 was approximately ($83,046,000) compared with
$15,431,000 at December 31, 2006. The main reason for negative working capital
at December 31, 2007 is the $75,000,000 in current installment of long-term debt
and $10,218,000 in unrealized loss on interest rate swaps. At December 31, 2007,
additional hire related to the period from October 1, 2007 through December 31,
2007, which amounted to $1,547,000, had not been received from the charterers.
At December 31, 2006, additional hire related to the period from October 1, 2006
through December 31, 2006, which amounted to $4,009,000, had not been received
from the charterers.
Net cash
provided by operating activities was $49,363,000 in 2007 compared to $53,998,000
in 2006. This decrease was primarily attributable to lower earnings in 2007 for
our initial vessels operating in pools. We had total debt outstanding of
$328,700,000 at December 31, 2007, all of which is due to RBS, compared to
$236,000,000 at December 31, 2006.
AGGREGATE
CONTRACTUAL OBLIGATIONS
As of
December 31, 2007, our long-term contractual obligations are as
follows:
|
|
|
Summary
Long-Term Future Contractual Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($
in thousands)
|
|
|
Ship
management agreements(1)
|
|
|
16,103 |
|
|
|
16,461 |
|
|
|
15,886 |
|
|
|
9,056 |
|
|
|
878 |
|
|
|
|
|
|
58,385 |
|
|
Long-term
debt(2)
|
|
|
99,152 |
|
|
|
19,690 |
|
|
|
19,690 |
|
|
|
55,206 |
|
|
|
53,164 |
|
|
|
323,777 |
|
|
|
570,679 |
|
|
Total
|
|
|
115,255 |
|
|
|
36,151 |
|
|
|
35,576 |
|
|
|
64,262 |
|
|
|
54,042 |
|
|
|
323,777 |
|
|
|
629,064 |
|
|
__________
|
|
| (1) |
Our ship management agreements
(as amended) are cancelable by us or Tanker Management at any time
upon 90 days’ notice following October 18, 2008. Each charterer has
the right to approve the replacement manager that we select; however, such
approval may not to be unreasonably withheld. Each charterer also has the
right to cause us to change the manager of its vessel under certain
circumstances if it is dissatisfied with the manager’s performance. In
addition, in the event a ship management agreement is terminated, we will
make a payment to Tanker Management in the amount of the aggregate
drydocking costs paid by Tanker Management in excess of the aggregate
drydock-related management fee payments charged to us, in accordance with
the terms set forth in the applicable ship management agreement. If at
such time drydock-related management fee payments exceed aggregate
drydocking costs, we will receive a payment from Tanker Management in the
amount of the difference. |
| (2) |
Amounts shown include
contractual interest obligations on $420 million of debt under our 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 $236 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 $92.7 million (increased to
$100 million as of January 18, 2008). The interest on the balance
outstanding is payable quarterly and the principal is payable with one
installment of $75 million no later than December 31, 2008 and quarterly
installments of $9,075,000 commencing on January 18, 2011, with a final
payment of $109,050,000 on July 18,
2017. |
We
collect our fixed basic charter rate monthly in advance and pay our 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 our credit facility, insurance
premiums, vessel taxes, general and administrative expenses and other costs and
any other working capital requirements for the short and medium term. Our short
term and longer term liquidity requirements include repayment of the principal
balance of our secured credit facility, which includes the payment of a $75
million installment no later than December 31, 2008. 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. In addition, under the terms of our credit facility, we may not
declare or pay any dividends if we are in default under the credit facility or
if the market value of our vessels is less than 135% of our outstanding
borrowings under the credit facility plus the actual or notional cost of
terminating any interest rate swaps that we enter.
RISK
MANAGEMENT
Our
predecessor was exposed, and we expect to be exposed, to market risk from
changes in interest rates, which could affect our results of operation and
financial position. Our predecessor managed exposure to interest rate risk
through its regular operating and financing activities and, when deemed
appropriate, through the use of derivative financial instruments. We also 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, 2007, we had a five year swap effective as of October 18, 2005,
with a notional amount of $236,000,000 outstanding. The swap converted the
LIBOR-based interest rate on the debt to a fixed rate of 5.60% per annum
including the applicable margin of 0.70%. Also, as of December 31, 2007, we had
a five year swap effective as of December 4, 2007, with a notional amount of
$92,700,000 outstanding. The swap converted the LIBOR-based interest rate on the
debt used to fund the acquisition of the Overseas Newcastle to a fixed
rate of 5.95% per annum including the applicable margin of 0.85%.
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.
EFFECTS
OF INFLATION
We do not
believe that inflation has had or is likely, in the foreseeable future, to have
a significant impact on vessel operating expenses, drydocking expenses and
general and administrative expenses.
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.
OUR
SECURED CREDIT FACILITY
The
following summary of the material terms of our 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 (as amended) filed as an exhibit to this
report.
General
On
October 18, 2005, we entered into a $401 million secured credit facility
with The Royal Bank of Scotland, or “RBS,” for a term of ten years, with no
principal amortization for the first five years. The credit facility consisted
of a $236 million term loan, a $150 million vessel acquisition
facility and a $15 million working capital facility. We are the borrower
under the credit facility and each of our vessel-owning subsidiaries have
guaranteed our performance thereunder.
We
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 we
acquired from OSG. On November 29, 2007, we amended our secured credit facility
to increase the total commitment thereunder by $19 million to $420 million.
Under the terms of our amended secured credit facility, our 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
we used to fund the entire purchase price of our two Suezmaxes, the Overseas Newcastle and the
Overseas London. Following delivery of the
Overseas London on
January 28, 2008, only $1 million of our vessel acquisition facility remains
undrawn.
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 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 our 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 our secured credit facility from $401
million to $420 million.
Following
the above-mentioned increase, our secured credit facility will
be repayable with one installment of $75 million no later than December 31,
2008, and commencing on January 18, 2011 our 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.
Security
Our
secured credit facility provides that borrowings thereunder are secured by the
following:
|
|
●
|
a
first priority mortgage on each of the vessels we have agreed to purchase
and any additional vessels that we
acquire;
|
|
|
●
|
an
assignment of charter hire guarantees and earnings from, and insurances
on, each of the vessels we have agreed to purchase and any additional
vessels that we acquire;
|
|
|
●
|
a
pledge of the balances in our bank accounts which we have agreed to keep
with RBS; and
|
|
|
●
|
an
unconditional and irrevocable guarantee by each of our vessel-owning
subsidiaries.
|
The
facility agreement provides that in the event of either the sale or total loss
of a vessel, we must prepay an amount under the credit facility 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 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
facility agreement contains restrictive covenants that prohibit us and each of
our 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 our assets to another
person;
|
|
|
●
|
paying
dividends if the charter-free market value of our vessels that secure our
obligations under the credit facility is less than 135% of our borrowings
under the credit facility plus the actual or notional cost of terminating
any interest rates swaps that we enter, if there is a continuing default
under the 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 our 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;
|
|
|
●
|
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
facility agreement also contains a financial covenant requiring that at all
times the charter-free market value of our vessels that secure our obligations
under the credit facility be no less than 120% of our borrowings under the
credit facility plus the actual or notional cost of terminating any of our
interest rates swaps. In the event that the aggregate charter-free market value
of the vessels that secure our obligations under the credit facility is less
120% of our borrowings under the credit facility plus the actual or notional
cost of terminating any of our 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 with respect to us or any of our subsidiaries, in some
cases after the passage of time or notice or both, is an event of default under
the facility agreement:
|
|
●
|
non-payment
of amounts due under the credit
facility;
|
|
|
●
|
breach
of our covenants;
|
|
|
●
|
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 us or any of our subsidiaries is obligated to
pay;
|
|
|
●
|
breach
of a time charter or a charter hire guaranty in connection with any of our
vessels;
|
|
|
●
|
default
under any collateral documentation or any swap
transaction;
|
|
|
●
|
cessation
of operations;
|
|
|
●
|
unlawfulness
or repudiation;
|
|
|
●
|
if,
in the reasonable determination of the lender, it becomes impossible or
unlawful for us or any of our subsidiaries to comply with our obligations
under the loan documents; and
|
|
|
●
|
if
any event occurs that, in the reasonable opinion of the lender, has a
material adverse effect on our and our subsidiaries’ operations, assets or
business, taken as a whole.
|
The
facility agreement provides that upon the occurrence of an event of default, the
lenders may require that all amounts outstanding under the credit facility be
repaid immediately and terminate our ability to borrow under the credit facility
and foreclose on the mortgages over the vessels and the related
collateral.
|
|
|
DIRECTORS,
SENIOR MANAGEMENT AND EMPLOYEES
|
|
|
A.
|
DIRECTORS
AND SENIOR MANAGEMENT
|
The
following table sets forth information regarding our executive officers and
directors.
|
|
|
|
|
|
|
Erik
A. Lind
|
|
|
52
|
|
Class I
Director and Chairman
|
|
Randee
Day
|
|
|
59
|
|
Class II
Director
|
|
Rolf
A. Wikborg
|
|
|
49
|
|
Class III
Director
|
|
Ole
Jacob Diesen
|
|
|
60
|
|
Chief
Executive Officer
|
|
Eirik
Ubøe
|
|
|
47
|
|
Chief
Financial Officer
|
|
Tom
R. Kjeldsberg
|
|
|
36
|
|
Senior
Vice President, Business
Development
|
Set forth
below is a brief description of the business experience of our directors and
executive officers.
Erik A. Lind—Chairman of the Board.
Mr. Lind has been chief executive of Tufton Oceanic and Managing Director
of Tufton Oceanic Ltd. since 2004. Tufton Oceanic is a Fund Management and
Investment banking firm for the Marine and Energy related sectors. Mr. Lind
has more than 25 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 bulk shipping and logistics
company engaged in the transportation of petrochemical gases, LPG and organic
chemicals as well as crude oil lightering, in various financial management,
operational and corporate and business development roles. 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, acquisitions, structured finance and
joint venture investments. In addition to his positions within Tufton Oceanic,
Mr. Lind currently serves on the boards of Maritime Capital Partners
(Holdings) Limited, a Bermuda-based ship-owning company, 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.
Randee Day—Director.
Ms. Day has been a Managing Director at Seabury Transportation
Holdings LLC, a leading advisory and consulting firm specializing in the
transportation industry, since 2004 and is responsible for all of Seabury’s
activities related to the maritime industry. Ms. Day has more than
25 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 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 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;
Leif Höegh (UK) Ltd., a U.K. owner of car carriers and LNG vessels; Dole (UK)
Ltd., a U.K. owner of reefer vessels; 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.
DIRECTORS
COMPENSATION
Each
member of our board of directors is currently paid an annual fee of $42,500,
plus reimbursement for expenses incurred in the performance of duties as members
of our board of directors. We pay our chairman an additional $12,500 per year to
compensate him for the extra duties incident to that office. We pay the head of
our audit committee an additional $8,750 per year and an additional $3,750 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 $5,000 each per year. We pay each director $1,250 for each board
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. Of the remaining 2,410 shares, 1,743
shares vest in two equal amounts in May 2008 and May 2009,
subject to each member of our board of directors remaining a member of our board
of directors and certain market conditions. The remaining 667 shares of
restricted stock each vest in two equal amounts in May 2008 and
May 2009, subject to each member of our board of directors remaining a
member of our board of directors. On May 9, 2007, each member of our board of
directors was awarded 3,287 shares of restricted stock, of which 2,287 shares
vest in three equal amounts in May 2008, May 2009 and May 2010,
subject to each member of our board of directors remaining a member of our board
of directors and certain market conditions. The remaining 1,000 shares of
restricted stock each vest in three equal amounts in May 2008, May 2009 and
May 2010, 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 and May 9,
2007, 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 chief
executive officer, Mr. Ole Jacob Diesen, receives an annual salary of $400,000,
which includes benefits. Our chief financial officer, Mr. Eirik Ubøe receives an
annual salary of NOK 1,625,000, 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 1,500,000.
Executive
Officer Employment Agreements
We have
entered into employment agreements with Mr. Diesen and Mr. Ubøe that set forth
their rights and obligations as our chief executive officer and chief financial
officer, respectively. The employment agreements are substantially similar. The
agreements have an initial term of three years and are extendable at our option
with six months advance notice prior to the expiration of their initial term.
Either the executive or we may terminate the employment agreements for any
reason and at any time. We have exercised our option to renew each contract upon
termination of their initial term expiring April 15 and June 15, 2008,
respectively, but final terms are still to be agreed.
Pursuant
to the current employment agreements, Mr. Diesen receives a base salary in the
amount of $400,000 per year and Mr. Ubøe receives a base salary in the amount of
NOK 1,625,000 per year. In addition, 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. 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. Of the remaining 9,637 and
6,626 shares, respectively, (i) 7,554 and 4,543 shares, respectively, vest
in two equal amounts in May 2008 and May 2009, subject to the relevant officer’s
continued employment with us and certain market conditions and
(ii) 2,084 each vest in two equal amounts in May 2008 and May 2009, subject
to the relevant officer’s continued employment with us. On May 9, 2007, Mr.
Diesen and Mr. Ubøe were awarded 13,149 and 9,040 shares of restricted stock,
respectively, of which 10,024 and 5,915 shares, respectively, vest in three
equal amounts in May 2008, May 2009 and May 2010, subject to continued
employment with us and certain market conditions. The remaining 3,125 shares of
restricted stock each vest in three equal amounts in May 2008, May 2009 and May
2010, 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 and May 9, 2007, 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 either executive’s employment without cause (as
such term is defined in the employment agreement), (ii) elect not to extend
the initial term of either executive’s employment agreement without cause (as
such term is defined in the employment agreement) or (iii) either executive
terminates his employment for good reason (as such term is defined in the
employment agreement) within one year following a change of control, then we
will continue to pay such executive’s salary through the later of (1) the
third anniversary of the commencement of the employment agreement or
(2) the first anniversary of the date of notice of termination (also, if
the executive loses his position for good reason within six months following a
change of control, the executive may under certain circumstances be entitled to
payment in lieu of any other cash payments equal to twice the executive’s annual
base salary and any unvested equity wards will become fully vested). In
addition, in the event an executive 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 an executive’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 an executive’s employment is terminated for cause, we are only obligated to
pay his salary and unreimbursed expenses through the termination
date.
Pursuant
to their employment agreements, each of Mr. Diesen and Mr. Ubøe has agreed to
protect our confidential information. They have also agreed during the term of
the agreements and for a period of one year following his 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.
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 1,500,000 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
5,479 shares vest in three equal amounts in May 2008, May 2009 and May 2010,
subject to continued employment with us and certain market conditions. The
remaining 2,739 shares of restricted stock each vest in three equal amounts in
May 2008, May 2009 and May 2010, subject to continued employment with us. During
the vesting period of the shares of restricted stock awarded to Mr. Kjeldsberg
on May 9, 2007, 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, which we call 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 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
300,000, 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 75,000. 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 New York Stock Exchange 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:
|
|
●
|
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;
|
|
|
●
|
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
|
|
|
●
|
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.
|
Unless
otherwise provided pursuant to an award agreement, a “change of control” is
defined to mean any of the following events, generally:
|
|
●
|
the
consummation of a merger, reorganization or consolidation or sale or other
disposition of all or substantially all of our
assets;
|
|
|
●
|
the
approval by our stockholders of a plan of our complete liquidation or
dissolution; or
|
|
|
●
|
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.
|
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.
BOARD
OF DIRECTORS
Our
business and affairs are managed under the direction of our board of directors.
Our board is currently composed of three directors, all of whom are independent
under the applicable rules of the New York Stock Exchange.
Our board
of directors is elected annually on a staggered basis and each director elected
holds office for a three-year term. Each of our directors was initially elected
in July 2005. The term of our Class I director, Mr. Erik
Lind, expires in 2008; the term of our Class III director, Mr. Rolf
Wikborg, expires in 2009; 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 22, 2006
and Ms. Day was re-elected as our Class II director at our annual
stockholders meeting on June 20, 2007.
BOARD
COMMITTEES
Our board
of directors, which is entirely composed of independent directors under the
applicable rules of the New York Stock Exchange, 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. Ms. Randee Day 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’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 members and recommend
such individuals to the board for nomination for election to the board,
(ii) make recommendations to the board 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 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.
As of
December 31, 2007, we had 3 employees. Our employees are not represented by any
collective bargaining agreements and we have never experienced a work
stoppage.
See “Item
7.A Major Shareholders”.
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|
|
MAJOR
SHAREHOLDERS AND RELATED PARTY
TRANSACTIONS
|
The
following table sets forth certain information regarding (i) the owners of
more than 5% of our common stock that we are aware of 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.
Prior to
our IPO, OSG International, Inc., or “OIN,” owned 100 shares, or 100%, of our
common stock. As part of the purchase price for our initial vessels, we issued
13,999,900 shares, or 46.7%, of our common stock to OIN. OIN granted the
underwriters the right to purchase up to 2,400,000 of these shares to cover
over-allotments. The underwriters’ exercised their option to purchase 648,500 of
these shares, and accordingly, OIN owned 13,351,400 shares, or 44.5%, of our
common stock upon completion of our IPO. We did not receive any of the proceeds
from the exercise of the over-allotment option. During the first half of 2007,
OIN sold all of its remaining shares of our common stock. As of
December 31, 2007, OIN owned no shares of our common stock.
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Percentage
of Outstanding Shares
|
|
|
Persons
owning more than 5% of a class of our equity securities
|
|
|
|
|
|
|
|
FMR
LLC(1)
|
|
|
3,636,100 |
|
|
|
12.11 |
% |
|
Kayne
Anderson Capital Advisors, L.P.(2)
|
|
|
2,002,900 |
|
|
|
6.67 |
% |
|
Renaissance
Technologies LLC(3)
|
|
|
1,754,800 |
|
|
|
5.85 |
% |
|
Claymore
Securities, Inc.(4)
|
|
|
1,741,866 |
|
|
|
5.80 |
% |
|
Directors
|
|
|
|
|
|
|
|
|
|
Erik
A. Lind(5)
|
|
|
7,976 |
|
|
|
* |
|
|
Randee
Day(5)
|
|
|
7,976 |
|
|
|
* |
|
|
Rolf
A. Wikborg(5)
|
|
|
7,976 |
|
|
|
* |
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|
Executive
Officers
|
|
|
|
|
|
|
|
|
|
Ole
Jacob Diesen(6)
|
|
|
35,273 |
|
|
|
* |
|
|
Eirik
Ubøe(7)
|
|
|
26,647 |
|
|
|
* |
|
|
Tom
R. Kjeldsberg(8)
|
|
|
8,218 |
|
|
|
* |
|
|
Directors
and executive officers as a group (6 persons)(9)
|
|
|
94,066 |
|
|
|
* |
|
| * |
Less than
1%
|
|
(1)
|
Based
on a Schedule 13G filed by FMR LLC with the Commission on February 14,
2008.
|
|
(2)
|
Based
on a Schedule 13G filed by Kayne Anderson Capital Advisors, L.P. with the
Commission on January 30, 2008.
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|
(3)
|
Based
on a Schedule 13G filed by Renaissance Technologies LLC with the
Commission on February 13,
2008.
|
|
(4)
|
Based
on a Schedule 13G filed by Claymore Securities, Inc. with the Commission
on February 13, 2008.
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|
(5)
|
Includes
5,697 shares of restricted stock subject to vesting
conditions.
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|
(6)
|
Does
not include 11,574 options with an exercise price of $12 per share and
expiring on October 18, 2015 subject to vesting conditions. Includes
24,348 shares of restricted stock subject to vesting
conditions.
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|
(7)
|
Does
not include 11,574 options with an exercise price of $12 per share and
expiring on October 18, 2015 subject to vesting conditions. Includes
17,228 shares of restricted stock subject to vesting
conditions.
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|
(8)
|
Consists
solely of 8,218 shares of restricted stock subject to vesting
conditions.
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|
(9)
|
Includes
66,885 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.
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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
See
Item 18.
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|
|
2.
|
THREE
YEARS COMPARATIVE FINANCIAL STATEMENTS
See
Item 18.
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|
|
3.
|
AUDIT
REPORTS
See
Reports of Independent Registered Public Accounting Firm at page F-2
through F-4.
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|
4.
|
LATEST
AUDITED FINANCIAL STATEMENTS MAY BE NO OLDER THAN 15 MONTHS
We
have complied with this
requirement.
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5.
|
INTERIM
FINANCIAL STATEMENTS IF DOCUMENT IS MORE THAN NINE MONTHS SINCE LAST
AUDITED FINANCIAL YEAR
Not
applicable.
|
|
|
6.
|
EXPORT
SALES IF SIGNIFICANT
See
Item 18.
|
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.
8. DIVIDEND
POLICY
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. In January 2008, our board
of directors approved a new dividend policy to provide shareholders of record
with an intended fixed quarterly dividend of $0.25 per common share, commencing
with the first dividend payment attributable to the 2008 fiscal
year.
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, our ability to comply with the terms of our credit
facility, 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 “Taxation.”
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|
A.
|
OFFER
AND LISTING DETAILS
|
|
|
1.
|
EXPECTED
PRICE
Not
applicable.
|
|
|
2.
|
METHOD
TO DETERMINE EXPECTED PRICE
Not
applicable.
|
|
|
3.
|
PRE-EMPTIVE
EXERCISE RIGHTS
Not
applicable.
|
Our
common stock is listed for trading on the New York Stock Exchange 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:
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|
|
|
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Year
ended:
|
|
|
|
|
|
|
|
December
31, 2006
|
|
$ |
16.44 |
|
|
$ |
12.10 |
|
|
December
31, 2007
|
|
|
18.73 |
|
|
|
11.64 |
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
ended:
|
|
|
|
|
|
|
|
|
|
March
31, 2006
|
|
|
14.25 |
|
|
|
12.57 |
|
|
June
30, 2006
|
|
|
13.50 |
|
|
|
12.10 |
|
|
September
30, 2006
|
|
|
15.49 |
|
|
|
12.25 |
|
|
December
31, 2006
|
|
|
16.44 |
|
|
|
13.01 |
|
|
March
31, 2007
|
|
|
16.42 |
|
|
|
13.91 |
|
|
June
30, 2007
|
|
|
16.75 |
|
|
|
14.60 |
|
|
September
30, 2007
|
|
|
18.73 |
|
|
|
13.62 |
|
|
December
31, 2007
|
|
|
15.70 |
|
|
|
11.64 |
|
|
|
|
|
|
|
|
|
|
|
|
Month
ended:
|
|
|
|
|
|
|
|
|
|
September
30, 2007
|
|
|
15.74 |
|
|
|
13.80 |
|
|
October
31, 2007
|
|
|
15.70 |
|
|
|
14.05 |
|
|
November
30, 2007
|
|
|
15.59 |
|
|
|
11.64 |
|
|
December
31, 2007
|
|
|
14.20 |
|
|
|
12.21 |
|
|
January
31, 2008
|
|
|
12.61 |
|
|
|
9.32 |
|
|
February
29, 2008
|
|
|
12.61 |
|
|
|
11.20 |
|
|
|
5.
|
TYPE
AND CLASS OF SECURITIES
Not
applicable.
|
|
|
6.
|
LIMITATIONS
OF SECURITIES
Not
applicable.
|
|
|
7.
|
RIGHTS
CONVEYED BY SECURITIES ISSUED
|
Not applicable.
Our
common stock is listed for trading on the New York Stock Exchange and is traded
under the symbol “DHT.”
Not applicable.
|
|
E.
|
DILUTION
FROM OFFERING
|
Not
applicable.
Not
applicable.
Not
applicable.
|
|
B.
|
MEMORANDUM
AND ARTICLES OF ASSOCIATION
|
The
following is a description of the material terms of our amended and restated
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 amended and restated articles of incorporation
and bylaws listed as an exhibit to this report.
PURPOSE
Our
purpose, as stated in our amended and restated articles of incorporation, is to
engage in any lawful act or activity for which corporations may now or hereafter
be organized under the Business Corporations Act of the Marshall Islands, or the
“BCA.” Our amended and restated articles of incorporation and bylaws do not
impose any limitations on the ownership rights of our stockholders.
AUTHORIZED
CAPITALIZATION
Under our
amended and restated 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, 2007, we had outstanding 30,030,811 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
amended and restated 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:
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●
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the
designation of the series;
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●
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the
number of shares of the series;
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●
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the
preferences and relative, participating, option or other special rights,
if any, and any qualifications, limitations or restrictions of such
series; and
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●
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the
voting rights, if any, of the holders of the
series.
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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.
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 amended
and restated 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 amended and
restated 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 AMENDED AND RESTATED ARTICLES OF
INCORPORATION AND BYLAWS
Several
provisions of our amended and restated 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 amended and restated 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
amended and restated 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
amended and restated 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
amended and restated 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 amended and restated 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 Mellon Investor Services
LLC.
LISTING
Our
common stock is listed on the New York Stock Exchange under the symbol
“DHT.”
Other
than the Memoranda of Agreement with respect to our recently acquired Suezmaxes
(described below), 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.
Memoranda
of Agreement
Pursuant
to Memoranda of Agreement dated July 6, 2007 and August 28, 2007, we acquired
two Suezmaxes, the Overseas
Newcastle and Overseas
London, respectively. We acquired these vessels from certain subsidiaries
of OSG in back to back transactions immediately upon OSG’s acquisition of the
vessels from unaffiliated sellers. The Overseas Newcastle was
acquired for a total purchase price of $92.7 million and was delivered to us on
December 4, 2007. The Overseas
London was acquired for a total purchase price of $90.3 million and was
delivered to us on January 28, 2008.
Executive
Officer Employment Agreements
We have
entered into employment agreements with Mr. Ole Jacob Diesen and
Mr. Eirik Ubøe that set forth their rights and obligations as our chief
executive officer and chief financial officer, respectively. The employment
agreements are substantially similar. The agreements have an initial term of
three years and are extendable at our option with six months advance notice
prior to the expiration of their initial term. Either the executive or we may
terminate the employment agreements for any reason and at any time. We have
exercised our option to renew each contract upon termination of their initial
term expiring April 15 and June 15, 2008, respectively, but final
terms are still to be agreed. 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.”
None.
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 Internal Revenue Code of 1986, as amended (the
“Code”), Treasury regulations issued thereunder, published administrative
interpretations of the Internal Revenue Service, or “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 of it 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 its United States source shipping
income if:
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|
1.
|
we
are organized in a foreign country (the “country of organization”) that
grants an “equivalent exemption” to corporations organized in the United
States; and
|
(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. As a result of the IPO, 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 New
York Stock Exchange, which is an established securities market for these
purposes.
The Publicly-Traded Test also requires
our common stock 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% 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.
|
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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●
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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.
|
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 New York Stock Exchange); (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 its common stock, either
|
|
●
|
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
|
|
|
●
|
at
least 50% of the average value of our assets during such taxable year
produce, or are held for the production of, passive
income.
|
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.
Cravath,
Swaine & Moore, LLP (“Tax Counsel”) provided us with an opinion dated June
27, 2007 stating that it was more likely than not that we are not a PFIC. This
opinion was based on our operations and certain representations made by OSG and
ourselves, including representations that the terms of each ship management
agreement and time charter, taken as a whole, as well as certain specific terms
in each agreement, were in accordance with normal commercial practice for
agreements made at arm’s length between unrelated parties. Based on the
foregoing, Tax Counsel concluded that, although there was no legal authority
directly on point, the gross income we derived from the time chartering
activities of our subsidiaries more likely than not constituted services income,
rather than rental income. Consequently, such income more likely than not did
not constitute passive income, and the assets that we or our wholly owned
subsidiaries owned and operated in connection with the production of such
income, in particular, the vessels, more likely than not did not constitute
passive assets for purposes of determining whether we were a PFIC. Tax Counsel
stated that there was legal authority supporting its position, consisting of
case law and IRS pronouncements, concerning the characterization of income
derived from time charters as services income for other tax purposes. However,
there was no legal authority specifically relating to the statutory provisions
governing PFICs or relating to circumstances substantially similar to that of
us. In addition, the opinion of Tax Counsel was based on representations of OSG
and ourselves that were not reviewed by the IRS. As a result, the IRS
or a court could disagree with our position. No assurance can be
given that this result will not occur. We have not materially changed
our operations since the time the opinion was given (other than placing the
Overseas Newcastle and
Overseas London into
service under bareboat charters), and believe that the representations given to
Tax Counsel at the time of the opinion remain true and accurate. We
therefore believe that we have not been, and are not currently, a PFIC, even
after taking into account the new bareboat charters with respect to the Overseas Newcastle and Overseas London. 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.
As
discussed more fully below, if we were treated as a PFIC for any taxable year, 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:
|
|
●
|
the
excess distribution or gain would be allocated ratably over the
Non-Electing Holder’s aggregate holding period for the common
stock;
|
|
|
●
|
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
|
|
|
●
|
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.
|
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 it 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
|
|
|
●
|
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.
|
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:
|
|
●
|
fail
to provide an accurate taxpayer identification
number;
|
|
|
●
|
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
|
|
|
●
|
in
certain circumstances, fail to comply with applicable certification
requirements.
|
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.
|
|
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
See “Item
5. Operating and Financial Review and Prospects.”
|
|
|
DESCRIPTION
OF SECURITIES OTHER THAN EQUITY
SECURITIES
|
Not applicable.
|
|
|
DEFAULTS,
DIVIDEND ARREARAGES AND
DELINQUENCIES
|
None.
|
|
|
MATERIAL
MODIFICATION TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
|
Material
Modification 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.
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|
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 Double Hull Tankers, 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, 2007 based on
the provisions of Internal Control—Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our
assessment, management determined that the Company’s internal controls over
financial reporting was effective as of December 31, 2007 based on the
criteria in Internal Control—Integrated Framework issued by COSO.
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|
C.
|
ATTESTATION
REPORT OF THE REGISTERED PUBLIC ACCOUNTING
FIRM
|
The
effectiveness of our internal control over financial reporting as of December
31, 2007 has been audited by Ernst & Young LLP, 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.
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|
|
AUDIT
COMMITTEE FINANCIAL EXPERT
|
The
Company’s board of directors has determined that Ms. Randee Day is an
“audit committee financial expert” as defined in the instructions for Item 16A
of Form 20-F. Ms. Day is “independent,” as determined in accordance with the
rules of the New York Stock Exchange.
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.dhtankers.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.
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PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
The following table shows the fees
for professional services provided by Ernst & Young LLP, our Independent
Registered Public Accounting Firm, for the fiscal years ended December 31,
2006 and 2007.
| |
Fees
|
2007
|
|
2006 |
|
| |
Audit
Fees(1)
|
220,000
|
|
179,000 |
|
| |
Audit-Related
Fees(2)
|
138,700
|
|
60,000 |
|
| |
|
Total
|
358,700
|
|
239,000 |
|
|
(1)
|
Audit
fees for 2007 and 2006 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, 2007 and 2006,
respectively.
|
| |
|
|
(2)
|
Audit-related
fees for 2007 consisted of $34,000 in respect of assistance with
preparation of a registration statement on Form F-3 relating to the
sale of 8,751,500 shares by OSG. We were reimbursed by OSG for these
expenses. A further $55,700 related to assistance with a transaction which
did not materialize and $49,000 related to assistance with preparation of
a registration statement on Form F-3 for the offer of securities up to a
total dollar amount of $200 million. Audit-related fees for 2006 related
to assistance with preparation of the registration statement relating to
the sale of 4,600,000 shares by OSG. We were reimbursed by OSG for these
expenses.
|
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, 2007.
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EXEMPTIONS
FROM THE LISTING STANDARDS FOR AUDIT
COMMITTEE
|
Not applicable.
|
|
PURCHASES
OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
PURCHASERS
|
Not applicable.
The
following financial statements, together with the related report of Ernst &
Young LLP, an independent registered public accounting firm, are filed as part
of this Annual Report:
|
Double
Hull Tankers, Inc. Consolidated and Predecessor Combined Carve-Out
Financial Statements
|
Page
|
|
Reports
of Independent Registered Public Accounting Firm
|
F-2
|
|
Consolidated
Balance Sheets as of December 31, 2007 and 2006
|
F-5
|
|
Consolidated
Statements of Operations for the years ended December 31, 2007, 2006, the
period October 18, 2005 to December 31, 2005 (successor) and
Predecessor Combined Carve-Out Statements of Operations for the period
January 1, 2005 to October 17, 2005
|
F-6
|
|
Consolidated
Statements of Changes in Stockholders' Equity for the years ended December
31, 2007, 2006, the period October 18, 2005 to December 31, 2005
(successor) and Predecessor Combined Carve-Out Statements of Changes in
Stockholders' Equity for the period January 1, 2005 to
October 17, 2005
|
F-7
|
|
Consolidated
Statements of Cash Flows for the years ended December 31, 2007, 2006, the
period October 18, 2005 to December 31, 2005 (successor) and
Predecessor Combined Carve-Out Statements of Cash Flows for the period
January 1, 2005 to October 17, 2005
|
F-9
|
|
Notes
to Double Hull Tankers, Inc. Consolidated and Predecessor Combined
Carve-Out Financial Statements
|
F-10
|
|
1.1*
|
Amended
and Restated Articles of Incorporation of Double Hull
Tankers, Inc.
|
|
1.2
|
Bylaws
of Double Hull Tankers, Inc., as amended.
|
|
2.1*
|
Form
of Common Share 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.
|
|
4.3.1**
|
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.
|
|
4.6*
|
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 for Ole Jacob Diesen.
|
|
4.12****
|
Employment
Agreement of Eirik Ubøe.
|
|
4.12.1****
|
Indemnification
Agreement for Eirik Ubøe.
|
|
4.13*****
|
Employment
Agreement of Tom R. Kjeldsberg.
|
|
4.14*
|
2005
Incentive Compensation Plan.
|
|
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.
|
|
14.1
|
Consent
of Independent Registered Public Accounting
Firm.
|
| |
|
|
*
|
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).
|
SIGNATURES
The
registrant hereby certifies that it meets all 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.
Date: March
12, 2008
|
|
Double
Hull Tankers, Inc. |
|
|
|
|
|
|
By: |
/s/
OLE JACOB DIESEN
|
|
|
|
Name:
|
Ole
Jacob Diesen
|
|
|
|
Title:
|
Chief
Executive Officer
|
|
|
|
|
(Principal
Executive Officer)
|
FINANCIAL
STATEMENTS
Double
Hull Tankers, Inc.
Index
to Consolidated Financial Statements
|
|
Page
|
|
Double
Hull Tankers, Inc. Consolidated and Predecessor Combined Carve-Out
Financial
Statements
|
|
|
Reports
of Independent Registered Public Accounting Firm
|
F-2
|
|
Consolidated
Balance Sheets as of December 31, 2007 and 2006
|
F-5
|
|
Consolidated
Statements of Operations for the years ended December 31, 2007, 2006, the
period October 18, 2005 to December 31, 2005 (successor) and Predecessor
Combined Carve-Out Statements of Operations for the period January 1, 2005
to October 17, 2005
|
F-6
|
|
Consolidated
Statements of Changes in Stockholders’ Equity for the years ended December
31, 2007, 2006, the period October 18, 2005 to December 31, 2005
(successor) and Predecessor Combined Carve-Out Statements of Changes in
Stockholders’ Equity for the period January 1, 2005 to October 17,
2005
|
F-7
|
|
Consolidated
Statements of Cash Flows for the years ended December 31, 2007, 2006, the
period October 18, 2005 to December 31, 2005 (successor) and Predecessor
Combined Carve-Out Statements of Cash Flows for the period January 1, 2005
to October 17, 2005
|
F-9
|
|
Notes
to Double Hull Tankers, Inc. Consolidated and Predecessor Combined
Carve-Out Financial Statements
|
F-10
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER
FINANCIAL REPORTING
The Board
of Directors and Shareholders
Double
Hull Tankers, Inc.
We have audited Double Hull Tankers,
Inc.’s internal control over financial reporting as of December 31, 2007, based
on criteria established in Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (the COSO
criteria). Double Hull Tankers, 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, Double Hull Tankers,
Inc. maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2007, 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 balance sheets of Double Hull Tankers, Inc. and
subsidiaries as of December 31, 2007 and 2006 and the related consolidated
statements of operations, cash flows, and changes in stockholder’s equity for
the years ended December 31, 2007 and 2006 and the period October 18, 2005
(commencement of operations) to December 31, 2005 and our report dated March 10,
2008 expressed an unqualified opinion thereon.
/s/ ERNST
& YOUNG LLP
New York,
New York
March 10,
2008
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board
of Directors and Stockholders
Double
Hull Tankers, Inc.
We have audited the accompanying
consolidated balance sheets of Double Hull Tankers, Inc. and subsidiaries
(the Company) as of December 31, 2007 and 2006 and the related consolidated
statements of operations, cash flows, and changes in stockholders’ equity for
the years ended December 31, 2007, 2006 and the period October 18, 2005
(commencement of operations) to December 31, 2005. 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, assessing
the accounting principles used and significant estimates made by management, and
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 Double Hull Tankers, Inc. and
subsidiaries at December 31, 2007 and 2006, and the consolidated results of
their operations and their cash flows for the year ended December 31, 2007, 2006
and the period October 18, 2005 (commencement of operations) to
December 31, 2005, in conformity with U.S. generally accepted accounting
principles.
We also
have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the effectiveness of Double Hull Tankers Inc.’s
internal control over financial reporting as of December
31, 2007, 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 10, 2008, expressed an unqualified opinion
thereon.
New York,
New York
March 10,
2008
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board
of Directors and Stockholders
Overseas
Shipholding Group, Inc.
We have audited the accompanying
predecessor combined carve-out statements of operations, cash flows, and changes
in stockholders’ equity for the period January 1, 2005 to October 17,
2005. These predecessor combined carve-out financial statements are the
responsibility of OSG Crude’s management. Our responsibility is to express an
opinion on these combined financial statements based on our audits.
We conducted our audit 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. We were not engaged to perform an audit of OSG Crude’s internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of OSG Crude’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the predecessor
combined carve-out financial statements referred to above present fairly, in all
material respects, the results of operations and cash flows of OSG Crude for the
period January 1, 2005 to October 17, 2005, in conformity with U.S.
generally accepted accounting principles.
/s/ ERNST
& YOUNG LLP
New York,
New York
March 31,
2006
Double
Hull Tankers, Inc.
Consolidated
Balance Sheets
as
of December 31, 2007 and 2006
| |
|
December
31, 2007
|
|
|
December
31, 2006
|
|
| |
|
(Dollars
in thousands,
except per share amounts) |
|
| |
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$ |
10,365 |
|
|
$ |
17,680 |
|
|
Voyage
receivables from OSG
|
|
|
1,547 |
|
|
|
4,009 |
|
|
Unrealized
gain on interest rate swap
|
|
|
— |
|
|
|
1,712 |
|
|
Prepaid
expenses
|
|
|
318 |
|
|
|
331 |
|
|
Prepaid
technical management fee to OSG
|
|
|
1,357
|
|
|
|
1,324
|
|
|
Total
current assets
|
|
|
13,587 |
|
|
|
25,056 |
|
|
Vessels,
net of accumulated depreciation
|
|
|
398,005 |
|
|
|
322,577 |
|
|
Other
assets including deferred debt issuance cost
|
|
|
1,337 |
|
|
|
1,407 |
|
|
Deposits
for vessel acquisition
|
|
|
9,145 |
|
|
|
— |
|
|
Deferred
Equity Offering Cost
|
|
|
134
|
|
|
|
—
|
|
|
Total
assets
|
|
$ |
422,208 |
|
|
|
349,040 |
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued expenses
|
|
$ |
4,409 |
|
|
$ |
3,456 |
|
|
Unrealized
loss on interest rate swap
|
|
|
10,218 |
|
|
|
— |
|
|
Deferred
shipping revenues
|
|
|
7,006 |
|
|
|
6,169 |
|
|
Current
installment of long-term debt
|
|
|
75,000 |
|
|
|
|
|
|
Total
current liabilities
|
|
|
96,633 |
|
|
|
9,625 |
|
|
Long
term liabilities
|
|
|
|
|
|
|
|
|
|
Long
term debt
|
|
|
253,700 |
|
|
|
236,000 |
|
|
Stockholders’
equity
|
|
|
|
|
|
|
|
|
|
Preferred
stock ($0.01 par value, 1,000,000 shares authorized, none issued or
outstanding)
|
|
|
— |
|
|
|
— |
|
|
Common
stock ($0.01 par value, 100,000,000 authorized, 30,030,811 and 30,009,250
shares issued and outstanding, respectively;
|
|
|
300 |
|
|
|
300 |
|
|
Paid-in
additional capital
|
|
|
108,760 |
|
|
|
108,395 |
|
|
Retained
earnings/(deficit)
|
|
|
(26,967) |
|
|
|
(6,992 |
) |
|
Accumulated
other comprehensive income/(loss)
|
|
|
(10,218) |
|
|
|
1,712 |
|
|
Total
stockholders’ equity
|
|
|
71,875 |
|
|
|
103,415 |
|
|
Total
liabilities and stockholders’ equity
|
|
$ |
422,208 |
|
|
$ |
349,040 |
|
See notes
to accompanying financial statements.
Consolidated
and Predecessor Combined Carve-Out Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
ended December 31,
2007
|
|
|
Year
ended December 31,
2006
|
|
|
Successor
October
18
to
December 31
|
|
|
Predecessor
January
1
to
October
17
|
|
|
|
|
(Dollars
in thousands except share and per share amounts)
|
|
|
Shipping
revenues
|
|
$ |
81,427 |
|
|
$ |
86,793 |
|
|
$ |
20,173 |
|
|
$ |
84,134 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ship
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voyage
expenses
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
772 |
|
|
Vessel
expenses
|
|
|
19,423 |
|
|
|
18,690 |
|
|
|
3,675 |
|
|
|
14,433 |
|
|
Depreciation
and amortization
|
|
|
17,271 |
|
|
|
16,915 |
|
|
|
3,478 |
|
|
|
14,462 |
|
|
General
and administrative (Prior to October 18, 2005: allocated from
Overseas Shipholding Group, Inc.)
|
|
|
3,775 |
|
|
|
2,389 |
|
|
|
746 |
|
|
|
5,759 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Ship Operating Expenses
|
|
|
40,469 |
|
|
|
37,994 |
|
|
|
7,899 |
|
|
|
35,426 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
from Vessel Operations
|
|
|
40,958 |
|
|
|
48,799 |
|
|
|
12,274 |
|
|
|
48,708 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Income/(Expense)
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,471 |
) |
|
Interest
Expense to a Wholly-owned Subsidiary of OSG
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(574 |
) |
|
Interest
Income
|
|
|
962 |
|
|
|
908 |
|
|
|
67 |
|
|
|
— |
|
|
Interest
Expense and Amortization of Deferred Debt Issuance Costs
|
|
|
(14,457 |
) |
|
|
(13,957 |
) |
|
|
(2,872 |
) |
|
|
(3,022 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
before Income Taxes
|
|
|
27,463 |
|
|
|
35,750 |
|
|
|
9,469 |
|
|
|
43,641 |
|
|
Provision
for Income Taxes
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income
|
|
$ |
27,463 |
|
|
$ |
35,750 |
|
|
$ |
9,469 |
|
|
$ |
43,641 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
Net Income per Share
|
|
$ |
0.91 |
|
|
$ |
1.19 |
|
|
$ |
0.32 |
|
|
$ |
62,344.28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
Net Income per Share
|
|
$ |
0.91 |
|
|
$ |
1.19 |
|
|
$ |
0.32 |
|
|
$ |
62,344.28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
Used in Computing Basic Net Income per Share
|
|
|
30,024,407 |
|
|
|
30,007,000 |
|
|
|
30,006,250 |
|
|
|
700 |
|
|
Shares
Used in Computing Diluted Net Income per Share
|
|
|
30,036,523 |
|
|
|
30,016,352 |
|
|
|
30,008,190 |
|
|
|
700 |
|
See notes
to accompanying financial statements.
Double
Hull Tankers, Inc.
Consolidated
and Predecessor Combined Carve-Out
Statements
of Changes in Stockholders’ Equity
| |
|
|
Common
Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Shares
|
|
|
|
Amount
|
|
|
|
Paid-in
Additional
Capital |
|
|
|
Retained
Earnings |
|
|
|
Accumulated
Other Comprehensive Income/(Loss)
|
|
|
|
Total
|
|
| |
|
|
|
|
|
|
|
|
|
|
(Dollars
in thousands except shares)
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance
at December 31, 2004 |
|
|
700 |
|
|
|
700 |
|
|
|
— |
|
|
|
125,398 |
|
|
|
(1,300 |
) |
|
|
124,798 |
|
|
Net
Income attributable to predecessor stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43,641 |
|
|
|
— |
|
|
|
43,641 |
|
|
Termination
of predecessor interest rate swap
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,300 |
|
|
|
1,300 |
|
|
Comprehensive
Income
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
44,941 |
|
|
Capital
Contribution by predecessor stockholders
|
|
|
— |
|
|
|
— |
|
|
|
114,320 |
|
|
|
— |
|
|
|
— |
|
|
|
114,320 |
|
|
Balance
at October 17, 2005
|
|
|
700 |
|
|
$ |
700 |
|
|
$ |
114,320 |
|
|
$ |
169,039 |
|
|
$ |
— |
|
|
$ |
284,059 |
|
|
Balance
at October 18, 2005
|
|
|
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
Net
Income attributable to period from Oct. 18 to
Dec. 31
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
9,469 |
|
|
|
— |
|
|
|
9,469 |
|
|
Unrealized
loss on interest rate swap
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(807 |
) |
|
|
(807 |
) |
|
Other
Comprehensive Income
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
8,662 |
|
|
Issuance
of common stock
|
|
|
30,006,250 |
|
|
|
300 |
|
|
|
345,879 |
|
|
|
— |
|
|
|
— |
|
|
|
346,179 |
|
|
Deemed
distribution to predecessor stockholders
|
|
|
— |
|
|
|
— |
|
|
|
(237,612) |
|
|
|
— |
|
|
|
— |
|
|
|
(237,612 |
) |
|
Compensation
related to options granted
|
|
|
— |
|
|
|
— |
|
|
|
5 |
|
|
|
— |
|
|
|
— |
|
|
|
5 |
|
|
Balance
at December 31, 2005
|
|
|
30,006,250 |
|
|
$ |
300 |
|
|
$ |
108,272 |
|
|
$ |
9,469 |
|
|
$ |
(807 |
) |
|
$ |
117,234 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
35,750 |
|
|
|
— |
|
|
|
35,750 |
|
|
Other
Comprehensive Income, effect of derivative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Instruments
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,519 |
|
|
|
2,519 |
|
|
Other
Comprehensive Income
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Cash
dividends declared and paid
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(52,211 |
) |
|
|
— |
|
|
|
(52,211 |
) |
|
Compensation
related to options and restricted stock granted
|
|
|
— |
|
|
|
— |
|
|
|
123 |
|
|
|
— |
|
|
|
— |
|
|
|
123 |
|
|
Issuance
of restricted stock awards
|
|
|
3,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Balance
at December 31, 2006
|
|
|
30,009,250 |
|
|
$ |
300 |
|
|
$ |
108,395 |
|
|
$ |
(6,992 |
) |
|
$ |
1,712 |
|
|
$ |
103,415 |
|
|
Balance
at December 31, 2006
|
|
|
30,009,250 |
|
|
$ |
300 |
|
|
$ |
108,395 |
|
|
$ |
(6,992 |
) |
|
$ |
1,712 |
|
|
$ |
103,415 |
|
|
|
|
|
Common
Stock
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
Other
Comprehensive
Income/(Loss) |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
Paid-in
Additional
Capital |
|
|
|
Retained
Earnings |
|
|
|
|
|
|
|
|
|
| |
|
|
Shares
|
|
|
|
Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
| |
|
|
|
|
|
|
|
|
|
|
(Dollars
in thousands except shares)
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
27,463 |
|
|
|
— |
|
|
|
27,463 |
|
|
Other
Comprehensive Income, effect of derivative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Instruments
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(11,930 |
) |
|
|
(11,930 |
) |
|
Other
Comprehensive Income
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
15,533 |
|
|
Cash
dividends declared and paid
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(47,438 |
) |
|
|
— |
|
|
|
(47,438 |
) |
|
Compensation
related to options and restricted stock granted
|
|
|
— |
|
|
|
— |
|
|
|
365 |
|
|
|
— |
|
|
|
— |
|
|
|
365 |
|
|
Issuance
of restricted stock awards
|
|
|
21,561 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Balance
at December 31, 2006
|
|
|
30,030,811 |
|
|
$ |
300 |
|
|
$ |
108,760 |
|
|
$ |
(26,967 |
) |
|
$ |
(10,218 |
) |
|
$ |
71,875 |
|
See notes to accompanying
financial statements.
Double
Hull Tankers, Inc. Consolidated and Predecessor Combined
Carve-Out
Statements
of Cash Flow
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
ended December 31, 2007
|
|
|
Year
ended December 31, 2006
|
|
|
October
18 to
December
31
Successor
|
|
|
January
1 to
October
17
Predecessor
|
|
|
Cash
Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
$ |
27,463 |
|
|
$ |
35,750 |
|
|
$ |
9,469 |
|
|
$ |
43,641 |
|
|
Items
included in net income not affecting cash flows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
17,272 |
|
|
|
16,914 |
|
|
|
3,478 |
|
|
|
14,462 |
|
|
Amortization,
including deferred finance charges
|
|
|
165 |
|
|
|
160 |
|
|
|
36 |
|
|
|
438 |
|
|
Deferred
compensation related to options and restricted stock
granted
|
|
|
365 |
|
|
|
123 |
|
|
|
— |
|
|
|
— |
|
|
Expenditures
of drydocking
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(171 |
) |
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables
|
|
|
2,462 |
|
|
|
1,497 |
|
|
|
(5,506 |
) |
|
|
25,710 |
|
|
Prepaid
expenses
|
|
|
(20 |
) |
|
|
(50 |
) |
|
|
(1,605 |
) |
|
|
897 |
|
|
Other
assets
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(17 |
) |
|
Accounts
payable, accrued expenses and deferred revenue
|
|
|
1,790 |
|
|
|
(396 |
) |
|
|
10,021 |
|
|
|
(1,921 |
) |
|
Deferred
Offering Costs
|
|
|
(134 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by operating activities
|
|
|
49,363 |
|
|
|
53,998 |
|
|
|
15,893 |
|
|
|
83,039 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures
for vessels
|
|
|
(92,700 |
) |
|
|
— |
|
|
|
(412,580 |
) |
|
|
(830 |
) |
|
Increase
in vessel acquisition deposit
|
|
|
(9,145 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash (used in) investing activities
|
|
|
(101,845 |
) |
|
|
— |
|
|
|
(412,580 |
) |
|
|
(830 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock
|
|
|
— |
|
|
|
— |
|
|
|
178,180 |
|
|
|
— |
|
|
Issuance
of long-term debt, net of issuance costs
|
|
|
92,605 |
|
|
|
— |
|
|
|
234,400 |
|
|
|
— |
|
|
Cash
dividends paid
|
|
|
(47,438 |
) |
|
|
(52,211 |
) |
|
|
— |
|
|
|
— |
|
|
Repayment
of loan from OSG
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(55,931 |
) |
|
Transfer
of balances
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
63,322 |
|
|
Repayment
of long-term debt
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(89,600 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by/(used in) financing activities
|
|
|
45,167 |
|
|
|
(52,211 |
) |
|
|
412,580 |
|
|
|
(82,209 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash and cash equivalents
|
|
|
(7,315 |
) |
|
|
1,787 |
|
|
|
15,893 |
|
|
|
— |
|
|
Cash
and cash equivalents at beginning of period
|
|
|
17,680 |
|
|
|
15,893 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents at end of period
|
|
$ |
10,365 |
|
|
$ |
17,680 |
|
|
$ |
15,893 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Paid
|
|
$ |
13,752 |
|
|
$ |
13,686 |
|
|
$ |
— |
|
|
$ |
3,022 |
|
See notes
to accompanying financial statements.
CONSOLIDATED
AND PREDECESSOR
COMBINED
CARVE-OUT FINANCIAL STATEMENTS
General
Double
Hull Tankers, Inc. (the “Company”) was incorporated 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 (“IPO”) by issuing and selling to the
public 16,000,000 common shares, par value $0.01 per share, at a price to the
public of $12.00 per share, raising gross proceeds of $192 million before
deduction of underwriting discounts, commissions and expenses of approximately
$13.8 million. On the date of the IPO, the Company also raised
$236 million of secured debt (before expenses of approximately
$1.6 million). Simultaneously with the IPO, the Company acquired seven
double hull tankers, comprising our initial fleet, consisting of three very
large crude carriers, or VLCCs, and four Aframax vessels (collectively, the
“Initial Vessels”) from subsidiaries of OSG in exchange for cash and shares of
its common stock. The Company chartered the Initial Vessels back to subsidiaries
of OSG. The aggregate purchase price for the Initial Vessels was
$580.6 million, of which $412.6 million was in the form of cash and
$168 million in the form of common stock. The Company treated the excess of
the purchase price over OSG’s $343.0 million aggregate book value of the
Initial Vessels, or $237.6 million, as a deemed dividend to
OSG.
During
the first half of 2007 wholly owned subsidiaries of OSG sold all of their shares
of the Company’s common stock. The Company did not receive any proceeds from the
sale of the shares.
On
December 4, 2007, the Company acquired a Suezmax tanker, the Overseas Newcastle, for $92.7
million. This vessel is chartered back to OSG. This vessel and the
Initial Vessels are collectively referred to as the “Vessels.”
The
Company has placed a deposit of $9.1 million towards the acquisition of the
Overseas London for a
total purchase price of $90.3 million (see Note K).
The
Vessels are owned by eight Marshall Islands subsidiaries of the Company. The
primary activity of each of the Vessel subsidiaries is the ownership and
operation of a Vessel. The following table sets out the details of the
Vessel-owning subsidiaries included in these consolidated financial
statements:
|
Company
|
|
Vessel
name
|
|
Dwt
|
|
Flag
State
|
|
Year
Built
|
|
Chris
Tanker Corporation
|
|
Overseas
Chris
|
|
309,285
|
|
Marshall
Islands
|
|
2001
|
|
Ann
Tanker Corporation
|
|
Overseas
Ann
|
|
309,327
|
|
Marshall
Islands
|
|
2001
|
|
Regal
Unity Tanker Corporation
|
|
Overseas
Regal
|
|
309,966
|
|
Marshall
Islands
|
|
1997
|
|
Newcastle
Tanker Corporation
|
|
Overseas
Newcastle
|
|
164,626
|
|
Marshall
Islands
|
|
2001
|
|
Cathy
Tanker Corporation
|
|
Overseas
Cathy
|
|
112,028
|
|
Marshall
Islands
|
|
2004
|
|
Sophie
Tanker Corporation
|
|
Overseas
Sophie
|
|
112,045
|
|
Marshall
Islands
|
|
2003
|
|
Ania
Aframax Corporation
|
|
Overseas
Ania
|
|
94,848
|
|
Marshall
Islands
|
|
1994
|
|
Rebecca
Tanker Corporation
|
|
Overseas
Rebecca
|
|
94,873
|
|
Marshall
Islands
|
|
1994
|
Effective
October 18, 2005, the Company chartered the Initial Vessels to subsidiaries
of OSG for initial terms of five to six and one-half years at basic hire amounts
which are essentially fixed. In addition, the time charter arrangements include
a profit sharing component that gives the Company the opportunity to earn
additional hire when Initial Vessel earnings exceed the basic hire amounts set
forth in the charters. The Initial Vessels are operated in the Tankers
International Pool and the Aframax International Pool and the Company expects
the potential to earn additional hire will benefit from the 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 fuel consumption, and
actual on-hire performance.
Each time
charter for the Initial Vessels may be renewed by OSG 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 Initial Vessel. 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
length of the additional period chosen) for the Initial Vessel’s class, as
decided by a shipbrokers panel, or (ii) the basic hire rate set forth in
the applicable 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 OSG.
Effective
October 18, 2005, the Company also entered into ship management agreements
with Tanker Management Ltd., a wholly owned subsidiary of OSG. The ship
management agreements provide for the technical management of the Initial
Vessels in exchange for a fee that was fixed for the first two years of each
agreement and the Company had the right to terminate each agreement upon 90
days’ prior written notice to OSG and OSG had the right to terminate each
agreement upon 90 days’ prior written notice following October 18, 2007. On May
11, 2007, the Company and OSG reached an agreement whereby the Company and OSG
each deferred its right to terminate each Agreement upon 90 days’ prior written
notice until after October 18, 2008. The basic hire rate for each of the Initial
Vessels and the technical management fee are payable monthly in
advance.
Effective
December 4, 2007, the Company bareboat chartered the Overseas Newcastle to OSG for
a term of seven years. The basic bareboat charter rate is $26,300 per day for
the first three years of the charter term, and is reduced to $25,300 per day for
the last four years of the charter term. In addition to the bareboat charter
rate, the Company 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 bareboat charter
term, OSG has the right to acquire the vessel for $77 million.
Note A—Summary
of significant accounting policies:
Basis
of presentation and accounting
Prior to
October 18, 2005, the accompanying predecessor combined carve-out financial
statements include the accounts of seven wholly-owned subsidiaries of OSG. Such
subsidiaries (collectively, “OSG Crude”), which are incorporated in the Marshall
Islands, owned a fleet consisting of the seven Initial Vessels prior to the IPO.
The predecessor combined carve-out financial statements have been prepared to
reflect the financial position, results of operations and cash flows of OSG
Crude, which owned the vessels which were acquired by Double Hull
Tankers, Inc. on October 18, 2005.
The
Double Hull Tankers, Inc. consolidated and predecessor combined carve-out
financial statements are prepared in accordance with generally accepted
accounting principles in the United States. The consolidated financial
statements include the assets and liabilities of the Company and its wholly
owned subsidiaries. All intercompany balances and transactions have been
eliminated upon consolidation or combination. For the year ended
December 31, 2005, the predecessor combined carve-out financial statements
are for the period January 1, 2005 through October 17, 2005, and the
consolidated financial statements of the Company and its wholly owned
subsidiaries are for the 75 day period from October 18, 2005 (date
operations commenced) through December 31, 2005 during which the Company
operated as an independent company. For the period from January 1, 2005
through October 17, 2005 the predecessor combined carve-out financial
statements presented herein have been carved out of the financial statements of
OSG. The assets, liabilities, results of operations, and cash flows of the
predecessor were carved out of the consolidated financial statements of OSG
using specific identification. In the preparation of these predecessor carve-out
financial statements, general and administrative expenses were not identifiable
as relating solely to the vessels. General and administrative expenses,
consisting primarily of salaries and other employee related costs, office rent,
legal and professional fees, and travel and entertainment were allocated based
on OSG Crude’s proportionate share of OSG’s total ship-operating (calendar) days
for each of the periods presented. Management believes these allocations to
reasonably present the financial position, results of operations and cash flows
of OSG Crude. However, the predecessor combined carve-out statements of
financial position, operations and cash flow may not be indicative of those that
would have been realized had OSG Crude operated as an independent stand-alone
entity for the periods presented. Had OSG Crude operated as an independent
stand-alone entity, its results could have differed significantly from those
presented herein.
The
statements of operations and cash flows have been reclassified to conform to the
current presentation.
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 of $10.4 million as of December 31, 2007 are pledged as
described in Note D and are held at a single financial institution. The
carrying value of cash and cash equivalents approximates its fair
value.
Vessels
At
October 18, 2005, the Company recorded the Initial Vessels at their
historical cost to OSG Crude. The Initial Vessels are being depreciated over
periods ranging from 14 to 23 years, which represent the Initial Vessels’
remaining life at the date of acquisition from OSG Crude. For the periods
through October 17, 2005, the Initial Vessels are recorded at cost and are
depreciated to their estimated salvage value on the straight-line basis, using a
vessel life of 25 years. The Overseas Newcastle is being
depreciated over a period of 18 years. Each vessel’s salvage value is equal to
the product of its lightweight tonnage and an estimated scrap rate per ton.
Accumulated depreciation was $147,881,505 and $130,610,280 at December 31,
2007 and 2006, respectively.
Deferred
drydock expenditures
On
October 18, 2005, the Company entered into a management agreement with
Tanker Management Ltd., a subsidiary of OSG, for the technical management
of its Initial Vessels in exchange for a fee that is fixed for the first two
years of the agreement. As part of the management agreement, OSG is responsible
for drydocking costs.
Prior to
October 18, 2005, expenditures incurred during a drydocking are deferred
and amortized on the straight-line basis over the period until the next
scheduled drydocking, generally two and a half to five years. Expenditures for
maintenance and repairs are expensed when incurred. Amortization of capitalized
drydock expenditures, which is included in depreciation and amortization in the
combined statements of operations, amounted to $1,028,025 for the period from
January 1, 2005 through October 17, 2005.
Impairment
of long-lived assets
The
carrying amounts of long-lived assets 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. In such
instances, an impairment charge would be recognized if the estimate of the
undiscounted future cash flows expected to result from the use of the asset and
its eventual disposition is less than the asset’s carrying amount. This
assessment is made at the individual vessel level since separately identifiable
cash flow information for each vessel is available. The amount of an impairment
charge, if any, would be determined using discounted cash flows.
Deferred
finance charges
Finance
charges incurred in the arrangement of debt are deferred and amortized to
interest expense on a straight-line basis over the life of the related debt.
Deferred finance charges of $1,337,277 and $1,407,145 are included in other
assets at December 31, 2007 and 2006, respectively. Amortization of
deferred finance charges amounted to $164,868 in 2007, $159,996 in 2006, $35,859
for the period from October 18, 2005 to December 31, 2005 and $437,922
for the period from January 1, 2005 through October 17,
2005.
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. Voyage
revenues are recognized ratably over the estimated length of each voyage and,
therefore, are allocated between reporting periods based on the relative transit
time in each period.
In
accordance with Staff Accounting Bulletin No. 101, “Revenue Recognition in
Financial Statements,” our predecessor, OSG Crude, did not begin recognizing
voyage revenue until a charter had been agreed to by one of the subsidiaries and
the customer, even if the vessel has discharged its cargo and is sailing to the
anticipated load port on its next voyage.
Under
voyage charters, expenses such as fuel, port charges, canal tolls, cargo
handling operations and brokerage commissions were paid by OSG Crude whereas,
under time and bareboat charters, such voyage costs were paid by OSG Crude’s
customers. For voyage charters, time charter equivalent revenues represent
shipping revenues less voyage expenses. For time and bareboat charters, time
charter equivalent revenues represent shipping revenues less brokerage
commissions, if applicable, which are included in voyage expenses.
The
Initial Vessels were owned by the Company and operated by OSG Crude in either
the Tankers International Pool (VLCCs) or the Aframax International Pool
(Aframaxes) during the three years ended December 31, 2007. For vessels
operating in such 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.
Ship
operating expenses include voyage expenses. Vessel expenses include crew costs,
vessel stores and supplies, lubricating oils, maintenance and repairs, insurance
and communication costs.
As part
of the time charters and bareboat charter 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, the Company entered into ship management agreements with
Tanker Management Ltd., a subsidiary of OSG, for the technical management
of its seven Initial Vessels in exchange for a fee that was fixed for the first
two years of the agreement and the Company had the right to terminate each
agreement upon 90 days’ prior written notice to OSG and OSG had the right
to terminate each agreement upon 90 days’ prior written notice following October
18, 2007. On May 11, 2007, the Company and OSG reached an agreement whereby the
Company and OSG each deferred its right to terminate each agreement until
after October 18, 2008 upon 90 days’ prior written notice. As part of the ship
management agreements, OSG is responsible for drydocking costs.
Derivatives
Statement
of Financial Accounting Standards No. 133, “Accounting for Derivative
Investments and Hedging Activities” (“FAS 133”) requires the Company and
OSG Crude to recognize all derivatives on the balance sheet at fair value. If
the derivative is an effective hedge, 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.
The
Company and OSG Crude use interest rate swaps to convert interest-bearing debt
from floating to fixed rate. The swaps are designated and qualify as cash flow
hedges. The Company and OSG Crude assumes no ineffectiveness since the interest
rate swaps meet the conditions required under FAS 133 to apply the critical
terms method for prepayable debt.
Comprehensive
Income
Accumulated
other comprehensive income consists entirely of unrealized gains and losses on
derivative instruments.
Common
Stock of OSG Crude
Each of
the seven subsidiaries included in the predecessor combined carve-out financials
statements had authorized capital of 500 common registered shares with no par
value. Upon incorporation, each subsidiary issued 100 shares to OSG
International, Inc., a wholly-owned subsidiary of OSG, in exchange for
investment of $100,000.
Foreign
currency
The
functional currency of the Company and each of the Vessel-owning 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.
Use
of estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States 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.
Note
B—Earnings per common share:
The
computation of basic earnings per share is based on the weighted average number
of common shares outstanding during the period. The computation of diluted
earnings per share assumes the exercise of all dilutive stock options and
restricted shares using the treasury stock method. The components of the
calculation of basic earnings per share and diluted earnings per share are as
follows:
|
(Dollars
in thousands except shares for the period ended December
31,
|
|
2007
|
|
|
2006
|
|
|
October
18 to
December
31, 2005
Successor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
$ |
27,463 |
|
|
$ |
35,750 |
|
|
$
|
9,469 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
shares outstanding, basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding, basic
|
|
|
30,024,407 |
|
|
|
30,007,000 |
|
|
|
30,006,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
shares outstanding, diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding, basic
|
|
|
30,024,407 |
|
|
|
30,007,000 |
|
|
|
30,006,250 |
|
|
Dilutive
equity awards
|
|
|
12,116 |
|
|
|
9,352 |
|
|
|
1,940 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding, diluted
|
|
|
30,036,523 |
|
|
|
30,016,352 |
|
|
|
30,008,190 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note C—Accounts
payable and accrued expenses:
Accounts
payable and accrued expenses consist of the following:
| |
|
December
31,
|
|
|
|
2007
|
|
2006
|
|
Interest
|
|
$
|
3,137,000
|
|
$
|
2,835,000
|
|
Insurance
|
|
|
268,000
|
|
|
213,000
|
|
Accounts
payable
|
|
|
55,000
|
|
|
57,000
|
|
Other
|
|
|
949,000
|
|
|
351,000
|
|
|
|
|
|
|
|
|
|
$
|
4,409,000
|
|
$
|
3,456,000
|
Note D—Debt:
On
October 18, 2005, the Company entered into a $401 million secured credit
facility with The Royal Bank of Scotland (“RBS”) for a term of ten years, with
no principal amortization for the first five years. The credit facility
consisted of a $236 million term loan, a $150 million vessel acquisition
facility and a $15 million working capital facility. The Company is the borrower
under the credit facility and each of its Vessel-owning subsidiaries has
guaranteed its performance thereunder. The facility is secured by, among other
things, first priority mortgages on the Company’s Vessels, assignments of
earnings and insurances and the Company’s rights under the charters for the
Vessels and the ship management agreements, and a pledge of the balances in the
Company’s bank accounts. The credit facility provides that the Company may not
pay dividends if the charter-free market value of the Company’s vessels that
secure the credit facility is less than 135% of the Company’s borrowings under
the facility plus the actual or notional cost of terminating any interest rate
swaps that the Company enters, if there is a continuing default under the credit
facility or if the payment of the dividend would result in a default or breach
of a loan covenant. Interest is payable quarterly in arrears.
The
entire amount available under the $236 million term loan was borrowed upon the
completion of the IPO to fund a portion of the purchase price for the Initial
Vessels. On November 29, 2007, the Company amended its secured credit
facility to increase the total commitment thereunder by $19 million to $420
million. Under the terms of the amended 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 Company’s two
Suezmaxes, the Overseas
Newcastle and the Overseas
London. Following the increase, the credit facility is
repayable with one installment of $75 million no later than December 31, 2008,
and commencing on January 18, 2011 the credit facility is repayable with 27
quarterly installments of $9,075,000. A final payment of $99,975,000 will be
payable with the last quarterly installment.
Borrowings
under the initial $236 million term loan bears interest at an annual rate of the
London interbank offered rate (“LIBOR”) plus a margin of 0.70%. Borrowings under
the vessel acquisition facility and working capital 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 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 $236 million term loan at 5.60%. On October 16, 2007, we
entered into a floating-to-fixed interest rate swap with a notional amount of
$100,000,000 (of which $92.7 million was effective as of December 31, 2007)
pursuant to which the Company pays a fixed rate of 5.95% and receives a floating
rate based on LIBOR. The swap expires on January 18, 2013. This swap was entered
into to fix the interest on the borrowings to fund the acquisition of the Overseas Newcastle and the
Overseas London (see Note F).
We were
required to pay a $1.5 million fee in connection with the arrangement of our
credit facility in October 2005 and a commitment fee of 0.3% per annum, 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 our credit facility from $401 million to $420 million.
The
effective interest rate for debt outstanding at December 31, 2007 and 2006
was 5.7% and 5.6%, respectively as a result of related interest rate swaps (see
Note F).
As of
December 31, 2007 and 2006, all of the net book amount of the Company’s
Vessels, is pledged as collateral under the debt agreement.
The
carrying amounts of the loans approximate their fair value.
On
July 10, 2002, OSG Crude borrowed $100,000,000 according to a secured term
loan agreement bearing interest at the LIBOR plus a margin of 1%. The loan was
guaranteed by OSG and secured by liens on the Overseas
Chris and
Overseas Ann . The secured loan agreement also contained financial
covenants applicable to the consolidated financial position of OSG. In
July 2005, OSG Crude repaid the outstanding balance, $87,000,000 of the
secured term loan, with funds contributed to capital by a wholly-owned
subsidiary of OSG. In connection with this transaction, the related
floating-to-fixed interest rate swap was terminated. Accordingly, OSG Crude
recognized a loss of approximately $1,471,000 related to such swap
termination.
Note E—Loans
payable to wholly-owned subsidiary of OSG:
The loans
payable to a wholly-owned subsidiary of OSG consisted of amounts due under a
floating rate revolving credit facility. Such facility provided for borrowings
of up to $450,000,000. Borrowings bore interest based on the short-term
Applicable Federal Rate published quarterly by the Internal Revenue Service of
the United States. Interest was compounded quarterly.
During
the second quarter of 2005, the wholly-owned subsidiary of OSG made a capital
contribution to OSG Crude, reducing loans payable to the wholly-owned subsidiary
to zero.
Note F—Derivatives:
As of
December 31, 2007, the Company is party to two floating-to-fixed interest
rate swaps that are being accounted for as cash flow hedges with notional
amounts of $236,000,000 and $100,000,000 (of which $92.7 million was effective
as of December 31, 2007), respectively, pursuant to which the Company pays a
fixed rate of 5.6% and 5.95%, 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, 2007, the Company has recorded a liability
of $10,218,056 in gain/(loss) on interest rate swap relating to the fair value
of the swaps. This unrealized loss has been recorded to accumulated other
comprehensive income/(loss). 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.
OSG Crude
was a party to a floating-to-fixed interest rate swap that was being accounted
for as a cash flow hedge with a notional amount of $87,000,000 pursuant to which
it paid a fixed rate of 4.58% and received a floating rate based on
LIBOR.
Note G—Accumulated
other comprehensive income/(loss):
All of
other comprehensive income (loss) for the periods relates to changes in the fair
value of interest rate swaps. At December 31, 2007 and 2006
accumulated comprehensive income consisted of the unrealized gains and losses on
interest rate swaps.
Note H—Taxes:
No income
taxes have been provided herein because the Company and the predecessor company,
OSG Crude, comprise foreign corporations that would not be subject to United
States federal income taxes. Further, neither the Company nor OSG Crude is
subject to income taxes imposed by the Marshall Islands, the country in which
they are incorporated.
Note I—Stock
Compensation:
In
connection with the IPO, the Company awarded a total of 6,250 shares of
restricted common stock to its officers. These shares are non-transferable until
they vest, which occurs ratably over a four-year period. The aggregate fair
market value of the shares on the grant date, $75,000, is being amortized to
compensation expense over the vesting period of four years, using the
straight-line method. In addition, also in connection with the IPO, the Company
awarded its officers stock options to purchase a total of 69,446 shares of
common stock at an exercise price of $12.00 per share. These stock options vest
ratably over a three-year period and expire ten years from the date of grant.
The Company follows Financial Accounting Standards Board Statement No. 123
(R), “Share-Based Payment” and related Interpretations in accounting for its
stock-based compensation. The fair value of the options granted were estimated
on the date of grant using the Black-Scholes option pricing model with the
following weighted average assumptions: risk free interest rate of 4.69%,
dividend yield of 10.42%, expected stock price volatility of 0.31 and expected
life of 6 years. The aggregate fair market value of the stock options on
the grant date, $75,000, is being amortized to compensation expense over the
vesting period of three years, using the straight-line method.
On
February 19, 2007, the officers exercised 23,150 options in a “cash-less”
exercise and 4,704 shares were issued and on October 23, 2007, the officers
exercised 23,148 options in a “cash-less” exercise and 4,380 shares were
issued.
The
Company awarded a total of 3,000 shares of restricted common stock to its
directors on May 10, 2006. These restricted shares vested on
October 18, 2006. At the date of the award, the fair market value of the
Company’s common stock was $12.79 per share. The aggregate fair market value of
the shares on the grant date was amortized to expense over five months, using
the straight-line method.
The
Company awarded a total of 24,397 shares of restricted common stock to its
officers on November 8, 2006, of which 6,250 shares vest in three equal amounts
in May 2007, May 2008 and May 2009 subject to continued employment and 18,147
shares vest in three equal amounts in May 2007, May 2008 and May 2009 subject to
certain market conditions. At the date of the award, the fair market
value of the Company’s common stock was $13.785 per share. The aggregate fair
market value of the shares on the grant date is being amortized to expense from
November 2006 to May 2009.
The
Company awarded a total of 10,842 shares of restricted common stock to its
directors on November 8, 2006, of which 3,000 shares vest in three equal
amounts in May 2007, May 2008 and May 2009 subject to continued office and 7,842
shares vest in three equal amounts in May 2007, May 2008 and May 2009 subject to
certain market conditions. At the date of the award, the fair market value of
the Company’s common stock was $13.785 per share. The aggregate fair market
value of the shares on the grant date is being amortized to expense from
November 2006 to May 2009.
The
Company awarded a total of 30,407 shares of restricted common stock to its
officers on May 9, 2007, of which 8,989 shares vest in three equal amounts in
May 2008, May 2009 and May 2010 subject to continued employment and 21,418
shares vest in three equal amounts in May 2008, May 2009 and May 2010 subject to
certain market conditions. At the date of the award, the fair market
value of the Company’s common stock was $16.10 per share. The aggregate fair
market value of the shares on the grant date is being amortized to expense from
May 2007 to May 2010.
The
Company awarded a total of 9,861 shares of restricted common stock to its
directors on May 9, 2007, of which 3,000 shares vest in three equal amounts in
May 2008, May 2009 and May 2010 subject to continued office and 6,861 shares
vest in three equal amounts in May 2008, May 2009 and May 2010 subject to
certain market conditions. At the date of the award, the fair market value of
the Company’s common stock was $16.10 per share. The aggregate fair market value
of the shares on the grant date is being amortized to expense from May 2007 to
May 2010.
Activity
with respect to restricted common stock is summarized as follows:
|
Nonvested
Shares Outstanding at October 18, 2005
|
6,250
|
|
|
Granted
|
—
|
|
|
Vested
|
—
|
|
|
Forfeited
|
|
|
|
Nonvested
Shares Outstanding at December 31, 2005
|
6,250
|
|
|
Granted
|
38,239
|
|
|
Vested
|
(4,564
|
) |
|
Forfeited
|
—
|
|
|
Nonvested
Shares Outstanding at December 31, 2006
|
39,925
|
|
|
Granted
|
40,268
|
|
|
Vested
|
(13,308
|
) |
|
Forfeited
|
—
|
|
|
Nonvested
Shares Outstanding at December 31, 2007(1)
|
66,885
|
|
(1) 49,796
shares relate to the officers of the Company and 17,089 shares relate to the
board of directors.
Activity
with respect to stock options is summarized as follows:
|
Options
Outstanding at October 18, 2005
|
69,446
|
|
|
Granted
|
—
|
|
|
Exercised
|
—
|
|
|
Forfeited
|
—
|
|
|
Options
Outstanding at December 31, 2005
|
69,446
|
|
|
Granted
|
—
|
|
|
Exercised
|
—
|
|
|
Forfeited
|
—
|
|
|
Options
Outstanding at December 31, 2006
|
69,446
|
|
|
Granted
|
—
|
|
|
Exercised
|
(46,298
|
)
|
|
Forfeited
|
—
|
|
|
Nonvested
Options Outstanding at December 31, 2007
|
23,148
|
|
Total
stock-based compensation expense was $365,536 in 2007 and $122,561 in
2006.
Note J—Charters-out:
The
future minimum revenues expected to be received on the time charters and
bareboat charters for the Company’s eight Vessels and the related revenue days
(revenue days represent calendar days, less days that vessels are not available
for employment due to repairs or drydock) are as follows:
|
|
|
Amount
|
|
|
Revenue
Days
|
|
|
2008
|
|
|
82,716,000 |
|
|
|
2,928 |
|
|
2009
|
|
|
82,745,500 |
|
|
|
2,920 |
|
|
2010
|
|
|
80,429,700 |
|
|
|
2,772 |
|
|
2011
|
|
|
52,668,500 |
|
|
|
1,693 |
|
|
2012
|
|
|
13,869,900 |
|
|
|
493 |
|
|
Thereafter
|
|
|
17,785,900 |
|
|
|
703 |
|
|
Net
minimum charter payments
|
|
$ |
330,215,500 |
|
|
$ |
11,509 |
|
Future
minimum revenues do not include any additional hire from the profit sharing
component of the charter agreements. Revenues from a time charter are not
received when a vessel is off-hire, including time required for normal periodic
maintenance of the vessel. In arriving at the minimum future charter revenues,
an estimated time off-hire to perform periodic maintenance on each vessel has
been deducted, although there is no assurance that such estimate will be
reflective of the actual off-hire in the future. The above also does not include
the bareboat charter revenue for the Overseas London which was
delivered on January 28, 2008.
Note K—Subsequent
events:
On
January 28, 2008, the Company acquired the Suezmax tanker, Overseas London for $90.3
million. On the same day the vessel entered a ten year bareboat charter to OSG
at a rate of $26,600 per day throughout the period. 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, the Company 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. The acquisition was funded by the credit facility
provided by RBS which RBS agreed to increase by $19 million to $420 million to
accommodate the acquisition of this vessel. Following the increase, the credit
facility is repayable with one installment of $75 million no later than December
31, 2008, and commencing on January 18, 2011 the credit facility is repayable
with 27 quarterly installments of $9,075,000. A final payment of $99,975,000
will be payable with the last quarterly installment.
On
February 7, 2008, the Company declared a dividend of $10,510,783 or $0.35
per share payable on March 11, 2008 to stockholders of record as of
February 26, 2008.