Estimate Revisions Trend The consensus EPS estimate for the quarter has remained unchanged over the last 30 days. This is essentially a reflection of how the covering analysts have collectively reassessed their initial estimates over this period. The market expects Nordic American Tankers (NAT) to deliver a year-over-year decline in earnings on lower revenues when it reports results for the quarter ended March 2024. This widely-known consensus outlook is important in assessing the company's earnings picture ...

Core Viewpoint - The company is set to release its 1Q 2024 Earnings Report on May 29, 2024, before the NYSE opening [1] Forward-Looking Statements - The company includes cautionary statements regarding forward-looking statements to take advantage of safe harbor provisions under the Private Securities Litigation Reform Act of 1995 [2][3] - Forward-looking statements are identified by terms such as "believe," "anticipate," "intend," "estimate," and similar expressions [3] Assumptions and Uncertainties - The forward-looking statements are based on various assumptions, including management's examination of historical operating trends and data from third parties [4] - The company acknowledges that these assumptions are subject to significant uncertainties and contingencies that are difficult to predict [4] Factors Affecting Results - Important factors that could cause actual results to differ from forward-looking statements include global economic conditions, fluctuations in charter rates and vessel values, and changes in demand in the tanker market [5] - Other factors include operating expenses, availability of financing, regulatory changes, political conditions, and potential disruptions in shipping routes [5]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of ...

PART I [Key Information](index=7&type=section&id=ITEM%203.%20KEY%20INFORMATION) This section outlines material risks associated with the company, categorized by business conditions, vessel operations, indebtedness, and investment [Risk Factors](index=7&type=section&id=D.%20Risk%20Factors) The company faces material risks from the Suezmax tanker industry's cyclicality, dependence on spot charter rates, environmental regulations, and debt covenants - The Suezmax tanker industry is historically **cyclical and volatile**, which could negatively impact revenues, earnings, and cash flow if the market becomes depressed[33](index=33&type=chunk)[37](index=37&type=chunk) - The company is **highly dependent on spot charters**, making its earnings vulnerable to declines in spot charter rates, which could affect its ability to pay dividends and service debt[35](index=35&type=chunk)[45](index=45&type=chunk) - Increasingly stringent environmental regulations, including those for ballast water discharge and greenhouse gas emissions, may impose **significant additional costs** and adversely affect profitability[35](index=35&type=chunk)[107](index=107&type=chunk)[109](index=109&type=chunk) - Existing debt facilities contain **restrictive covenants** tied to financial ratios and vessel market values, where a breach could lead to default and foreclosure on the company's fleet[35](index=35&type=chunk)[140](index=140&type=chunk)[141](index=141&type=chunk) - Geopolitical events, such as the Russia-Ukraine conflict and related sanctions, can **disrupt trade flows**, increase operating costs, and adversely affect business[35](index=35&type=chunk)[68](index=68&type=chunk)[177](index=177&type=chunk) [Information on the Company](index=37&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) This section details the company's history, its exclusive focus on a homogenous Suezmax tanker fleet, and the highly regulated operational environment [History and Development of the Company](index=37&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) Founded in 1995, the company operates a homogenous Suezmax fleet, prioritizes quarterly dividends, and actively manages its capital structure and fleet renewal - The company's core business strategy is the "Nordic American System," which involves operating a **homogenous fleet of Suezmax tankers** to streamline costs and maintain flexibility[202](index=202&type=chunk)[203](index=203&type=chunk)[206](index=206&type=chunk) - A key priority is paying quarterly cash dividends, a practice maintained for **102 consecutive quarters**, supported by a low operating cash break-even level of about **$8,000 per day per vessel**[207](index=207&type=chunk)[208](index=208&type=chunk) - In 2022, the company renewed its fleet by selling five older vessels and taking delivery of two newbuildings, bringing the total fleet to **19 Suezmax tankers**[201](index=201&type=chunk) - The company utilized At-the-Market (ATM) equity programs to raise capital, including a $60 million program that raised **$33.6 million in gross proceeds** during 2022[217](index=217&type=chunk) [Business Overview](index=39&type=section&id=B.%20Business%20Overview) The company operates its fleet primarily in the spot market, which saw a significant earnings surge in 2022, with a positive outlook for 2023 Fleet Composition as of December 31, 2022 | Vessel | Built in | Deadweight Tons | | :--- | :--- | :--- | | Nordic Pollux | 2003 | 150,103 | | Nordic Apollo | 2003 | 159,999 | | Nordic Luna | 2004 | 150,037 | | Nordic Castor | 2004 | 150,249 | | Nordic Freedom | 2005 | 159,331 | | Nordic Sprinter | 2005 | 159,089 | | Nordic Skier | 2005 | 159,089 | | Nordic Vega | 2010 | 163,940 | | Nordic Light | 2010 | 158,475 | | Nordic Cross | 2010 | 158,475 | | Nordic Breeze | 2011 | 158,597 | | Nordic Zenith | 2011 | 158,645 | | Nordic Star | 2016 | 157,738 | | Nordic Space | 2017 | 157,582 | | Nordic Aquarius | 2018 | 157,338 | | Nordic Cygnus | 2018 | 157,526 | | Nordic Tellus | 2018 | 157,407 | | Nordic Hunter | 2022 | 157,037 | | Nordic Harrier | 2022 | 157,094 | - The majority of the fleet operates in the spot market, with four vessels on longer-term time charters; the two 2022 newbuildings are on **six-year time charters**[220](index=220&type=chunk) - The Suezmax market experienced a strong recovery in 2022, with average earnings of **$48,800/day**, a significant increase from $5,200/day in 2021, largely due to the Russia/Ukraine conflict[232](index=232&type=chunk) - The outlook for 2023 is positive, supported by a historically low Suezmax orderbook of just **10 vessels (1.7% of the fleet)** at the start of the year, which is expected to limit fleet growth[237](index=237&type=chunk)[246](index=246&type=chunk) [Operating and Financial Review and Prospects](index=56&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) The company's financial performance improved significantly in 2022, driven by higher charter rates, leading to profitability and enhanced liquidity [Operating Results](index=56&type=section&id=A.%20Operating%20Results) The company achieved a net income of $15.1 million in 2022, a major turnaround from a $171.3 million loss in 2021, driven by a 207.4% TCE rate increase Financial Performance Comparison (2022 vs. 2021) | Metric | 2022 | 2021 | Variance | | :--- | :--- | :--- | :--- | | Voyage Revenues | $339.3M | $191.1M | 77.6% | | Net Voyage Revenue | $168.8M | $62.8M | 168.8% | | TCE Rate per day | $24,725 | $8,043 | 207.4% | | Vessel Operating Expenses | ($63.4M) | ($67.7M) | -6.3% | | Impairment Loss on Vessels | ($0.3M) | ($60.3M) | -99.5% | | Net Income (Loss) | $15.1M | ($171.3M) | N/A | - The primary driver for the improved performance in 2022 was the **207.4% increase in the TCE rate per day**, which rose from $8,043 in 2021 to $24,725 in 2022[335](index=335&type=chunk) - Voyage expenses increased by **32.9% to $170.5 million**, mainly due to a sharp rise in the average price of bunker fuel, despite lower consumption from fewer vessel days[337](index=337&type=chunk) - Depreciation expenses decreased by **26.2% to $50.4 million**, reflecting the sale of vessels and the lower carrying values of certain vessels following impairment charges taken in 2021[341](index=341&type=chunk) [Liquidity and Capital Resources](index=61&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) The company's liquidity improved with cash rising to $59.6 million, supported by positive operating cash flow and equity issuances, while maintaining compliance with debt covenants Cash and Debt Position (as of Dec 31) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Cash and Cash Equivalents | $59.6M | $34.7M | | Restricted Cash | $3.7M | $9.9M | | 2019 Senior Secured Credit Facility (Outstanding) | $129.2M | $223.1M | | Financing of 2018-built Vessels (Outstanding) | $96.0M | $104.3M | | Financing of 2022 Newbuildings (Outstanding) | $84.9M | $0 | - The company's 2019 Senior Secured Credit Facility matures in February 2024; management expects to repay the debt from cash flows but has flexibility through its **ATM program, vessel sales, or refinancing**[382](index=382&type=chunk)[385](index=385&type=chunk) - In 2022, the company raised **$33.6 million in gross proceeds** by issuing 14.3 million common shares through its $60 million 2022 ATM program[378](index=378&type=chunk) Cash Flow Summary | Metric (USD '000) | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Net Cash from Operating Activities | 24,134 | (44,458) | 110,944 | | Net Cash Used in Investing Activities | (14,343) | (3,465) | (17,476) | | Net Cash from Financing Activities | 9,005 | 30,513 | (93,075) | [Critical Accounting Estimates](index=66&type=section&id=E.%20Critical%20Accounting%20Estimates) Vessel impairment is the most critical accounting estimate, with no new indicators identified in 2022 due to strong market recovery and higher vessel values - Vessel impairment is a critical estimate; the company recognized **impairment charges of $60.3 million in 2021** but did not identify any new impairment indicators in 2022 due to positive market factors[409](index=409&type=chunk)[410](index=410&type=chunk) Vessel Value Comparison (as of Dec 31, 2022) | Metric | Value (USD millions) | | :--- | :--- | | Total Carrying Value of Fleet | $735.1 | | Estimated Fair Market Value (Broker Average) | $955.0 | - The impairment analysis, when triggered, relies heavily on estimates of **future charter rates**, using broker estimates for the first two years and a 15-year historical average thereafter[411](index=411&type=chunk)[413](index=413&type=chunk) - Vessels are depreciated over an estimated economic useful life of **25 years**, with an estimated residual (scrap) value of **$8.0 million per vessel**[423](index=423&type=chunk)[424](index=424&type=chunk) [Directors, Senior Management and Employees](index=70&type=section&id=ITEM%206.%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) This section details leadership compensation, the equity incentive plan, and key governance structures, including the Audit Committee and foreign private issuer exemptions - Aggregate cash compensation paid to directors and executive officers (five persons) was **$5.5 million** for the year ended December 31, 2022[436](index=436&type=chunk) - Under its 2011 Equity Incentive Plan, the company granted **3,990,000 stock options** on November 1, 2022, with a two-year vesting period and an exercise price of $3.60 per share[441](index=441&type=chunk) - The Board has an Audit Committee consisting of a single independent director, Ms. Jenny Chu, who is the designated **audit committee financial expert**[443](index=443&type=chunk)[602](index=602&type=chunk) - As a foreign private issuer, the company follows Bermuda corporate governance practices, which differ from NYSE standards, notably in **not having a nominating committee**[444](index=444&type=chunk)[615](index=615&type=chunk) [Major Shareholders and Related Party Transactions](index=73&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) This section discloses principal shareholders, including the Hansson family and BlackRock, and a related party transaction involving a Board member Major Shareholders | Identity of Person | Percent of Class | | :--- | :--- | | Hansson family | 3.02% | | BlackRock, Inc | 5.82% | - A related party transaction exists with a company owned by a Board member for the use of a corporate asset, resulting in a recognized expense of **$0.3 million in 2022**[452](index=452&type=chunk) [Financial Information](index=74&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION) This section confirms the absence of material legal proceedings and outlines the company's quarterly dividend policy and distributions for 2022 - The company is not currently a party to any lawsuit that would have a **material adverse effect** on its financial position[456](index=456&type=chunk) Quarterly Dividends Per Share (2022) | Period | 2022 | | :--- | :--- | | 1st Quarter | $0.01 | | 2nd Quarter | $0.02 | | 3rd Quarter | $0.03 | | 4th Quarter | $0.05 | | **Total** | **$0.11** | - A dividend of **$0.15 per share** for Q4 2022 was declared and paid to shareholders on March 28, 2023[458](index=458&type=chunk) [Additional Information](index=74&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) This section details the company's corporate structure, shareholder rights agreement, and favorable tax status in Bermuda and the U.S - The company has a Shareholder Rights Agreement (poison pill) that becomes exercisable if a person or group acquires **15% or more** of the company's common shares without Board approval[486](index=486&type=chunk)[487](index=487&type=chunk) - As a Bermuda-exempted company, NAT is **not subject to Bermuda income, profits, or capital gains tax** and has received an assurance this status will be maintained until March 31, 2035[517](index=517&type=chunk) - The company believes it qualifies for the exemption under **Section 883** of the U.S. Internal Revenue Code, making its U.S.-source shipping income exempt from U.S. federal income tax[525](index=525&type=chunk)[530](index=530&type=chunk) - The company believes it has not been a Passive Foreign Investment Company (PFIC) for taxable years after 2004 and does not anticipate becoming one[549](index=549&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=90&type=section&id=ITEM%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company is primarily exposed to interest rate risk from variable-rate debt and spot market risk from its vessel chartering strategy - The company is exposed to interest rate risk from its variable-rate borrowings; a **100 basis point increase in LIBOR** would have increased interest expense by approximately **$3.1 million** for 2022[582](index=582&type=chunk)[584](index=584&type=chunk) - The company is exposed to spot market risk; a **$1,000 per day per vessel decrease** in the spot market rate would have decreased 2022 voyage revenue by an estimated **$6.8 million**[585](index=585&type=chunk)[586](index=586&type=chunk) PART II [Controls and Procedures](index=91&type=section&id=ITEM%2015.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and internal control over financial reporting were effective, and a prior-year material weakness was successfully remediated - Management concluded that the company's **disclosure controls and procedures were effective** as of December 31, 2022[592](index=592&type=chunk) - Based on the COSO framework, management concluded that the company's **internal control over financial reporting was effective** as of December 31, 2022, which was confirmed by KPMG AS[596](index=596&type=chunk)[597](index=597&type=chunk) - The company successfully **remediated the material weakness** identified in its 2021 annual report, which related to controls over a manual journal entry in the consolidation process[599](index=599&type=chunk)[600](index=600&type=chunk) [Other Information (Items 16A-16I)](index=93&type=section&id=ITEM%2016A-I) This section covers governance topics, including the designation of a financial expert, accountant fees, and reliance on home country governance practices - The Board of Directors has designated Ms. Chu as the **"audit committee financial expert"**[602](index=602&type=chunk) Principal Accountant Fees (KPMG AS) | Fiscal Year | Audit Fees | | :--- | :--- | | 2022 | $836,921 | | 2021 | $886,650 | - The company's corporate governance practices differ from NYSE standards, including having an **audit committee with only one member** and lacking a nominating/corporate governance committee[615](index=615&type=chunk) PART III [Financial Statements](index=94&type=section&id=ITEM%2018.%20FINANCIAL%20STATEMENTS) This section presents the audited consolidated financial statements for the three years ended December 31, 2022, showing a return to profitability Consolidated Statement of Operations Highlights | Metric (USD '000) | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Voyage Revenues | 339,340 | 191,075 | 354,619 | | Net Operating Income (Loss) | 41,867 | (144,463) | 81,227 | | Net Income (Loss) | 15,101 | (171,328) | 50,033 | | Basic and Diluted EPS | 0.07 | (1.05) | 0.34 | Consolidated Balance Sheet Highlights | Metric (USD '000) | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Total Current Assets | 142,662 | 107,108 | | Vessels, Net | 735,134 | 715,263 | | Total Assets | 879,883 | 851,152 | | Total Current Liabilities | 72,414 | 67,645 | | Long-Term Debt | 266,337 | 283,411 | | Total Shareholders' Equity | 539,982 | 498,223 | Consolidated Statement of Cash Flows Highlights | Metric (USD '000) | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Net Cash from Operating Activities | 24,134 | (44,458) | 110,944 | | Net Cash from Investing Activities | (14,343) | (3,465) | (17,476) | | Net Cash from Financing Activities | 9,005 | 30,513 | (93,075) | [Exhibits](index=95&type=section&id=ITEM%2019.%20EXHIBITS) This section lists all exhibits filed with the annual report, including organizational documents, agreements, and required CEO and CFO certifications

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2023 Commission File Number: 001-13944 NORDIC AMERICAN TANKERS LIMITED (Translation of registrant's name into English) LOM Building, 27 Reid Street, Hamilton, HM 11, Bermuda (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2022 Commission File Number: 001-13944 NORDIC AMERICAN TANKERS LIMITED (Translation of registrant's name into English) Herbjørn Hansson, Founder, Chairman & Chief Executive Officer LOM Building, 27 Reid Street, Hamilton, HM 11, Bermuda (Address of principal executive office) Indicate by check mark ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 20-F | ☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 | | --- | --- | | | OR | | ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | | For the fiscal year ended December 31, 2021 | | | OR | | ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | | OR | | ☐ | SHELL COMPANY REPORT PURSUANT TO SECTION ...

| | UNITED STATES | | --- | --- | | | SECURITIES AND EXCHANGE COMMISSION | | | WASHINGTON, DC 20549 | | | FORM 20-F | | ☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 | | | OR | | ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | | For the fiscal year ended December 31, 2020 | | | OR | | ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | | For the transition period f ...

[FORM 20-F Filing Information](index=1&type=section&id=FORM%2020-F) Overview of the company's annual report filing details for the fiscal year ended December 31, 2019 [Filing Details](index=1&type=section&id=Filing%20Details) This section outlines the company's Form 20-F annual report filing details for the fiscal year ended December 31, 2019, including its Bermuda incorporation, NYSE listing, and U.S. GAAP compliance - The filing is an **Annual Report on Form 20-F** for the fiscal year ended **December 31, 2019**[2](index=2&type=chunk) - Nordic American Tankers Limited is incorporated in **Bermuda**[2](index=2&type=chunk) - Common Shares ($0.01 par value) are traded on the **New York Stock Exchange (NYSE)** under the symbol **NAT**[3](index=3&type=chunk) Filing Key Metrics | Metric | Value | | :----- | :---- | | Outstanding Common Shares (as of Dec 31, 2019) | 147,230,634 | | Filer Status | Accelerated filer | | Accounting Standard | U.S. GAAP | [Cautionary Statement Regarding Forward-Looking Statements](index=6&type=section&id=CAUTIONARY%20STATEMENT%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section provides a cautionary statement on forward-looking information, highlighting inherent uncertainties and factors that could cause actual results to differ [Forward-Looking Statements Disclaimer](index=6&type=section&id=Forward-Looking%20Statements%20Disclaimer) This section emphasizes that forward-looking statements are subject to significant uncertainties and contingencies, with various factors potentially causing actual results to differ materially - Forward-looking statements are based on current views and assumptions, subject to **significant uncertainties and contingencies**[20](index=20&type=chunk)[21](index=21&type=chunk) - Key factors that could cause actual results to differ include **world economies**, **charter rate fluctuations**, **demand changes** in the tanker market, **operating expenses**, **financing availability**, **governmental regulations**, and **geopolitical conditions**[22](index=22&type=chunk) [PART I](index=7&type=section&id=PART%20I) This part covers key company information, including financial data, risk factors, business overview, and management details [ITEM 1. Identity of Directors, Senior Management and Advisers](index=7&type=section&id=ITEM%201.%20IDENTITY%20OF%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20ADVISERS) Information regarding the identity of directors, senior management, and advisers is not applicable in this section - Information for this item is **not applicable**[24](index=24&type=chunk) [ITEM 2. Offer Statistics and Expected Timetable](index=7&type=section&id=ITEM%202.%20OFFER%20STATISTICS%20AND%20EXPECTED%20TIMETABLE) Information regarding offer statistics and expected timetable is not applicable - Information for this item is **not applicable**[24](index=24&type=chunk) [ITEM 3. Key Information](index=7&type=section&id=ITEM%203.%20KEY%20INFORMATION) This section provides key financial data and a comprehensive overview of risk factors affecting the company and the tanker industry [A. Selected Financial Data](index=7&type=section&id=3.A.%20Selected%20Financial%20Data) This section presents five-year selected financial data, highlighting fluctuations in voyage revenues, net operating income, net loss, and basic earnings per share Selected Financial Data (USD '000s) | Metric (USD '000s) | 2019 | 2018 | 2017 | 2016 | 2015 | | :------------------ | :--- | :--- | :--- | :--- | :--- | | Voyage Revenues | 317,220 | 289,016 | 297,141 | 357,451 | 445,738 | | Net Operating (Loss) Income | 31,971 | (38,616) | (175,690) | 53,341 | 128,093 | | Net (Loss) Income | (10,352) | (95,306) | (204,969) | (4,456) | 114,627 | | Basic Earnings (Loss) per Share | (0.07) | (0.67) | (1.97) | (0.05) | 1.29 | | Cash Dividends Declared per Share | 0.10 | 0.07 | 0.53 | 1.37 | 1.38 | | Net Cash Provided by (Used in) Operating Activities | 52,858 | (16,103) | 31,741 | 127,786 | 174,392 | | Total Assets | 1,030,903 | 1,071,111 | 1,141,063 | 1,349,904 | 1,239,194 | | Total Long-Term Debt | 375,364 | 417,836 | 388,855 | 442,820 | 324,568 | | Total Shareholders' Equity | 595,424 | 602,031 | 711,064 | 871,049 | 880,721 | [B. Capitalization and Indebtedness](index=8&type=section&id=3.B.%20Capitalization%20and%20Indebtedness) Information regarding capitalization and indebtedness is not applicable - Information for this item is **not applicable**[28](index=28&type=chunk) [C. Reasons for the offer and use of Proceeds](index=8&type=section&id=3.C.%20Reasons%20for%20the%20offer%20and%20use%20of%20Proceeds) Information regarding reasons for the offer and use of proceeds is not applicable - Information for this item is **not applicable**[29](index=29&type=chunk) [D. Risk Factors](index=8&type=section&id=3.D.%20Risk%20Factors) The company faces risks from the cyclical tanker industry, global economic conditions, regulatory changes, operational challenges, debt covenants, cybersecurity, and complex tax regulations - The tanker industry is **highly cyclical and volatile**, with **profitability**, **charter rates**, and **asset values** influenced by **supply and demand** for tanker capacity and oil products[31](index=31&type=chunk) - **Global economic conditions**, **political instability**, terrorist attacks, and **public health threats (e.g., COVID-19)** can **adversely impact business, operations, and financial results**, including the **ability to secure funding**[46](index=46&type=chunk)[56](index=56&type=chunk)[60](index=60&type=chunk) - Compliance with numerous international and national environmental laws and regulations (e.g., OPA, MARPOL, IMO 2020) requires **costly equipment and operational changes**, potentially leading to **significant liabilities for pollution incidents**[70](index=70&type=chunk)[82](index=82&type=chunk)[83](index=83&type=chunk) - The company's **reliance on spot charters** makes it **highly dependent on volatile spot market rates**, which can **adversely affect earnings and dividend payments**[37](index=37&type=chunk)[40](index=40&type=chunk) - Debt facilities contain **restrictive covenants** (e.g., minimum value-adjusted equity, liquidity, loan-to-vessel value ratio) that **limit corporate activities and dividend payments**, with **potential for default** if not met[125](index=125&type=chunk)[128](index=128&type=chunk) - The company faces risks related to **cybersecurity breaches**, **exchange rate fluctuations** (especially USD to NOK), and **complex U.S. federal income tax rules**, including potential **PFIC classification** and **taxation on U.S. source income**[67](index=67&type=chunk)[137](index=137&type=chunk)[139](index=139&type=chunk)[141](index=141&type=chunk) [ITEM 4. Information on the Company](index=31&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) This section provides a comprehensive overview of the company's history, business operations, fleet, market strategy, and the extensive regulatory environment governing the shipping industry [A. History and Development of the Company](index=31&type=section&id=4.A.%20History%20and%20Development%20of%20the%20Company) This section outlines the company's history since 1995, fleet growth to 23 Suezmax vessels, its 'Nordic American System', recent fleet modernization, and 2019 debt refinancing and equity issuance - Nordic American Tankers Limited was formed on **June 12, 1995**, and its fleet currently consists of **23 Suezmax tankers**[159](index=159&type=chunk)[160](index=160&type=chunk) - The company operates under the **'Nordic American System,'** characterized by a **homogenous Suezmax fleet**, **transparent operations**, and a **conservative risk profile**, aiming for sustainability in varying market conditions[162](index=162&type=chunk)[163](index=163&type=chunk) - In 2018, the company sold **10 pre-2000 built vessels** and took delivery of **three newbuildings**, modernizing its fleet to an average age of about **11.7 years**[160](index=160&type=chunk)[168](index=168&type=chunk) - In **February 2019**, NAT entered into a new five-year senior secured credit facility for **$306.1 million**, **refinancing previous debt** and securing it with 20 vessels[171](index=171&type=chunk) - The company raised **$17.9 million net proceeds** by issuing **5,260,968 common shares** through an **at-the-market (ATM) program** in 2019[172](index=172&type=chunk) [B. Business Overview](index=33&type=section&id=4.B.%20Business%20Overview) This section details NAT's Suezmax fleet, market employment strategy, technical management, international tanker market analysis, extensive regulatory environment, insurance coverage, and competitive strategy [Our Fleet](index=33&type=section&id=Our%20Fleet) The company operates a homogenous fleet of 23 Suezmax crude oil tankers, primarily employed in the spot market, with one on a longer-term time charter - The fleet consists of **23 Suezmax crude oil tankers**, primarily built in Korea, with **homogenous freight capacity**[175](index=175&type=chunk) - Most vessels are employed in the **spot market**, with one on a **longer-term time charter** expiring in 2021 or later[175](index=175&type=chunk) Fleet Composition | Vessel | Built in | Deadweight Tons | Delivered to NAT in | | :--------------- | :------- | :-------------- | :---------------- | | Nordic Freedom | 2005 | 159,331 | 2005 | | Nordic Moon | 2002 | 160,305 | 2006 | | Nordic Apollo | 2003 | 159,998 | 2006 | | Nordic Cosmos | 2003 | 159,999 | 2006 | | Nordic Grace | 2002 | 149,921 | 2009 | | Nordic Mistral | 2002 | 164,236 | 2009 | | Nordic Passat | 2002 | 164,274 | 2010 | | Nordic Vega | 2010 | 163,940 | 2010 | | Nordic Breeze | 2011 | 158,597 | 2011 | | Nordic Zenith | 2011 | 158,645 | 2011 | | Nordic Sprinter | 2005 | 159,089 | 2014 | | Nordic Skier | 2005 | 159,089 | 2014 | | Nordic Light | 2010 | 158,475 | 2015 | | Nordic Cross | 2010 | 158,475 | 2015 | | Nordic Luna | 2004 | 150,037 | 2016 | | Nordic Castor | 2004 | 150,249 | 2016 | | Nordic Sirius | 2000 | 150,183 | 2016 | | Nordic Pollux | 2003 | 150,103 | 2016 | | Nordic Star | 2016 | 159,000 | 2016 | | Nordic Space | 2017 | 159,000 | 2017 | | Nordic Aquarius | 2018 | 157,000 | 2018 | | Nordic Cygnus | 2018 | 157,000 | 2018 | | Nordic Tellus | 2018 | 157,000 | 2018 | [Employment of Our Fleet](index=35&type=section&id=Employment%20of%20Our%20Fleet) The company primarily employs its vessels in the spot market or on shorter-term time charters, with distinct revenue recognition and expense responsibilities for each type - Vessels are primarily employed in the **spot market** or on **shorter-term time charters**, with **large international oil companies** as key customers[178](index=178&type=chunk) - Spot charters involve the **company paying voyage expenses** and **bearing market risk**, with revenues recognized on a **load-to-discharge basis**[179](index=179&type=chunk) - Time charters make the **charterer responsible for voyage expenses**, while the **company covers vessel operating expenses**; revenues are recognized daily[181](index=181&type=chunk) [Technical Management](index=35&type=section&id=Technical%20Management) Technical management services for the company's vessels are provided by external firms, including V.Ships Norway AS, Columbia Shipmanagement Ltd, and Hellespont Ship Management GmbH & Co KG - Technical management is handled by **V.Ships Norway AS**, **Columbia Shipmanagement Ltd**, Cyprus, and **Hellespont Ship Management GmbH & Co KG**, Germany[182](index=182&type=chunk) [The International Tanker Market](index=35&type=section&id=The%20International%20Tanker%20Market) The international tanker market saw significant improvement in 2019, with Suezmax earnings up **76.9%**, driven by demand and geopolitical events, with a volatile 2020 outlook influenced by COVID-19 - The 2019 tanker market saw significant improvement, with Suezmax earnings averaging **$30,600/day**, a **76.9% increase** from 2018[186](index=186&type=chunk) - Key drivers for 2019 rate increases included good **demand growth**, **slowing delivery pace**, the **attack on a Saudi oil installation**, and **US sanctions on Cosco VLCCs**[186](index=186&type=chunk)[194](index=194&type=chunk) - The total crude oil and product tanker fleet grew **5.7%** in 2019, with the Suezmax orderbook at **8.3%** of the fleet at the beginning of 2020, the **lowest since 1996**[187](index=187&type=chunk)[191](index=191&type=chunk) - The 2020 tanker market outlook is **volatile**; Q1 2020 Suezmax earnings decreased from Q4 2019, but March 2020 saw significant increases due to **slumping oil prices**, higher output, and **demand for floating storage** driven by the **COVID-19 pandemic**[195](index=195&type=chunk)[197](index=197&type=chunk) [Environmental and Other Regulations in the Shipping Industry](index=38&type=section&id=Environmental%20and%20Other%20Regulations%20in%20the%20Shipping%20Industry) The shipping industry is heavily regulated by international and national laws, imposing stringent standards for emissions, ballast water, safety, and security, requiring significant compliance expenditures and risk management systems - The company's operations are subject to **extensive international conventions and treaties** (e.g., MARPOL, SOLAS, BWM Convention) and **national laws** (e.g., U.S. OPA, CERCLA, CWA) related to safety, health, and environmental protection[198](index=198&type=chunk)[201](index=201&type=chunk)[219](index=219&type=chunk)[229](index=229&type=chunk) - **IMO 2020 regulations**, effective January 1, 2020, mandate a **0.50% global sulfur cap** on emissions, requiring the use of low-sulfur fuels or exhaust gas cleaning systems, leading to **increased fuel costs**[204](index=204&type=chunk) - The **BWM Convention**, effective September 8, 2017, requires ships to manage ballast water to prevent invasive species, with all ships needing to meet the **D-2 standard by September 8, 2024**, potentially incurring **substantial compliance costs**[219](index=219&type=chunk)[220](index=220&type=chunk) - U.S. regulations like OPA and CERCLA impose **strict, joint, and several liability** for oil and hazardous substance discharges, with **statutory caps** that do not apply in cases of gross negligence or willful misconduct[229](index=229&type=chunk)[230](index=230&type=chunk)[231](index=231&type=chunk)[232](index=232&type=chunk) - The **ISM Code** requires extensive safety management systems, and the **ISPS Code** mandates security measures to protect against terrorism, with non-compliance potentially leading to **increased liability or denial of port access**[212](index=212&type=chunk)[252](index=252&type=chunk) - Emerging **cybersecurity regulations** for the maritime industry will require **cyber-risk management systems by 2021**, potentially leading to **additional expenses**[218](index=218&type=chunk) [Risk of Loss and Liability Insurance](index=48&type=section&id=Risk%20of%20Loss%20and%20Liability%20Insurance) The company maintains comprehensive insurance coverage, including marine hull and machinery, war risk, and P&I insurance, to mitigate operational risks and potential liabilities, with P&I pollution coverage of **$1 billion** per vessel per incident - The company maintains **marine hull and machinery**, **war risk**, and **protection and indemnity (P&I) insurance** to cover operational risks[259](index=259&type=chunk)[260](index=260&type=chunk) - P&I insurance covers third-party liabilities, including pollution risks, with coverage of **$1 billion** per vessel per incident[260](index=260&type=chunk) - The International Group of P&I Associations provides a pooling mechanism for claims exceeding **$10 million**, up to approximately **$8.0 billion**[260](index=260&type=chunk) [Competition](index=48&type=section&id=Competition) The company operates in a highly competitive Suezmax tanker market, competing on factors such as price, vessel characteristics, and operator reputation against major oil companies and independent tanker companies - The company operates in a **highly competitive Suezmax tanker market**, competing on **price**, **vessel location, size, age, condition, and reputation**[261](index=261&type=chunk) - Competitors include **major oil companies** and **independent tanker companies**, some with **substantially greater resources**[261](index=261&type=chunk) [Permits and Authorizations](index=49&type=section&id=Permits%20and%20Authorizations) The company holds all necessary governmental and quasi-governmental permits, licenses, and certificates for its vessels, while acknowledging potential future regulatory impacts - The company holds **all necessary permits, licenses, and certificates** for its vessels to operate[263](index=263&type=chunk) - Additional laws and regulations could **limit business** or **increase operating costs**[263](index=263&type=chunk) [Seasonality](index=49&type=section&id=Seasonality) Historically, tanker charter rates exhibited seasonality, increasing in winter due to higher oil demand, and while less dependent on heating oil, seasonal variations still influence spot market rates - Historically, tanker charter rates **increased in winter** and **eased in summer** due to **seasonal oil demand**[264](index=264&type=chunk) - The industry is **less dependent on heating oil**, but **seasonal variations still impact spot market rates**[264](index=264&type=chunk) [C. Organizational Structure](index=49&type=section&id=4.C.%20Organizational%20Structure) Nordic American Tankers Limited, incorporated in Bermuda, owns vessels directly and through its subsidiary NAT Bermuda Holdings Ltd, with other subsidiaries providing management services - The company was incorporated in Bermuda on **June 12, 1995**[265](index=265&type=chunk) - **Three vessels** are owned directly by the parent company, and **twenty vessels** are owned through its wholly-owned subsidiary, **NAT Bermuda Holdings Ltd (NATBH)**[265](index=265&type=chunk) - **Scandic American Shipping Ltd** (Manager) and **NAT Chartering** (NATC) are wholly-owned subsidiaries providing **technical and commercial management services**[266](index=266&type=chunk)[267](index=267&type=chunk) [D. Property, Plant and Equipment](index=49&type=section&id=4.D.%20Property%20Plant%20and%20Equipment) The company's primary property, plant, and equipment consist of its fleet of vessels, which are mortgaged as collateral under its Credit Facility and financing agreements - The company's **vessels** are its primary property, plant, and equipment[268](index=268&type=chunk) - Vessels are **mortgaged as collateral** under the **Credit Facility** and financing agreements with **Ocean Yield**[268](index=268&type=chunk) [ITEM 4A. Unresolved Staff Comments](index=49&type=section&id=ITEM%204A.%20UNRESOLVED%20STAFF%20COMMENTS) There are no unresolved staff comments to report - There are **no unresolved staff comments**[269](index=269&type=chunk) [ITEM 5. Operating and Financial Review and Prospects](index=49&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) This section provides a detailed analysis of the company's operating results, liquidity, and capital resources for 2019, 2018, and 2017, covering revenue, expenses, financing, cash flow, and critical accounting estimates [A. Operating Results](index=49&type=section&id=5.A.%20Operating%20Results) In 2019, Net Operating Income significantly improved to **$32.0 million** from a **$38.6 million** loss in 2018, driven by a **41.5%** increase in Net Voyage Revenue and a **65.4%** rise in TCE rate, with no vessel impairment loss Operating Results (USD '000s) | Metric | 2019 | 2018 | Variance (YoY) | | :-------------------------- | :--- | :--- | :------------- | | Voyage Revenue | 317,220 | 289,016 | 9.8% | | Voyage Expenses | (141,770) | (165,012) | (14.1%) | | Vessel Operating Expenses | (66,033) | (80,411) | (17.9%) | | General and Administrative Expenses | (13,481) | (12,727) | 5.9% | | Depreciation Expenses | (63,965) | (60,695) | 5.4% | | Net Operating (Loss) Income | 31,971 | (38,616) | (182.8%) | | Interest Expenses | (38,390) | (34,549) | 11.1% | | Other Financial Expenses | (4,231) | (14,808) | (71.4%) | | Net (Loss) Income | (10,352) | (95,306) | (89.1%) | Time Charter Equivalent (TCE) Rate | Metric | 2019 | 2018 | Variance (YoY) | | :-------------------- | :------- | :------- | :------------- | | Net Voyage Revenue (USD '000s) | 175,450 | 124,004 | 41.5% | | Vessel Calendar Days | 8,395 | 9,747 | (13.9%) | | Total TCE days | 8,102 | 9,470 | (14.4%) | | TCE Rate per day (USD) | 21,655 | 13,095 | 65.4% | - The increase in TCE rate by **$8,560 (65.4%)** was a primary driver for the **41.5% increase** in net voyage revenues in 2019[277](index=277&type=chunk)[278](index=278&type=chunk) - **No impairment loss** on vessels was recorded in 2019, compared to a **$2.2 million** loss in 2018 and **$110.5 million** in 2017[279](index=279&type=chunk)[291](index=291&type=chunk) [B. Liquidity and Capital Resources](index=53&type=section&id=5.B.%20Liquidity%20and%20Capital%20Resources) The company's liquidity strategy involves equity financing and debt facilities, including a new **$306.1 million** Senior Secured Credit Facility in 2019 and **$119.9 million** in newbuilding financing, with operating cash flows significantly improving to **$52.9 million** in 2019 - A new five-year **$306.1 million** Senior Secured Credit Facility was entered into on February 12, 2019, refinancing previous debt and maturing in **February 2024**[299](index=299&type=chunk) - The 2019 Credit Facility requires maintaining a minimum liquidity of **$30.0 million** and a loan-to-vessel value ratio of maximum **70%**[299](index=299&type=chunk) - **Three newbuildings** delivered in 2018 were financed through Ocean Yield ASA, with **$119.9 million** outstanding as of December 31, 2019[302](index=302&type=chunk)[303](index=303&type=chunk) Cash and Cash Equivalents (USD '000s) | Period | Amount | | :----- | :----- | | Dec 31, 2019 | 48,847 | | Dec 31, 2018 | 49,327 | Cash Flows (USD '000s) | Activity | 2019 | 2018 | Change | | :------------------------------------ | :----- | :----- | :----- | | Net Cash Provided by / (Used In) Operating Activities | 52,858 | (16,103) | +68,961 | | Net Cash (Used In) / Provided by Investing Activities | (2,319) | 85,054 | -87,373 | | Net Cash (Used In) / Provided by Financing Activities | (38,251) | (78,034) | +39,783 | - The company raised **$17.9 million** in net proceeds from an At-the-Market (ATM) program in 2019[306](index=306&type=chunk) [C. Research and Development, Patents and Licenses, Etc.](index=55&type=section&id=5.C.%20Research%20and%20Development%2C%20Patents%20and%20Licenses%2C%20Etc.) Information regarding research and development, patents, and licenses is not applicable - Information for this item is **not applicable**[312](index=312&type=chunk) [D. Trend Information](index=55&type=section&id=5.D.%20Trend%20Information) The oil tanker industry is highly cyclical, with charter hire rates and vessel values experiencing volatility due to changes in crude oil supply and demand - The oil tanker industry is **highly cyclical**, with **volatile charter rates and vessel values** driven by **supply and demand** for crude oil and tanker capacity[313](index=313&type=chunk) [E. Off Balance Sheet Arrangements](index=55&type=section&id=5.E.%20Off%20Balance%20Sheet%20Arrangements) As of December 31, 2019, the company does not have any off-balance sheet arrangements - The company had **no off-balance sheet arrangements** as of December 31, 2019[314](index=314&type=chunk) [F. Tabular Disclosure of Contractual Obligations](index=55&type=section&id=5.F.%20Tabular%20Disclosure%20of%20Contractual%20Obligations) As of December 31, 2019, the company's total contractual obligations amounted to **$543.4 million**, primarily consisting of its Senior Secured Credit Facility and 2018 Newbuildings financing Contractual Obligations as of December 31, 2019 (USD '000s) | Obligation | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | | :-------------------------------- | :---- | :--------------- | :-------- | :-------- | :---------------- | | Senior Secured Credit Facility (1) | 291,798 | 18,749 | 30,610 | 242,439 | - | | Interest Payments (2) | 82,255 | 21,690 | 39,624 | 20,941 | - | | Financing of 2018 Newbuildings (3) | 119,867 | 7,630 | 16,287 | 17,849 | 78,101 | | Interest Payments 2018 Newbuildings (4) | 47,517 | 7,674 | 13,739 | 11,526 | 14,578 | | Operating Lease Liabilities (5) | 1,937 | 500 | 638 | 587 | 212 | | **Total** | **543,374** | **56,243** | **100,898** | **293,342** | **92,891** | [G. Safe Harbor](index=56&type=section&id=5.G.%20Safe%20Harbor) This section refers to the 'Cautionary Statement Regarding Forward Looking Statements' for safe harbor provisions - Refers to the **'Cautionary Statement Regarding Forward Looking Statements'** for safe harbor information[320](index=320&type=chunk) [H. Critical Accounting Estimates](index=56&type=section&id=5.H.%20Critical%20Accounting%20Estimates) The company's critical accounting estimates include revenues, voyage expenses, vessel impairment, vessels, and drydocking, with specific policies for revenue recognition, impairment assessment, depreciation, and capitalization of drydocking costs - The company adopted **ASC 606 Revenue from Contracts with Customers** in 2018, changing spot charter revenue recognition from a discharge-to-discharge to a **load-to-discharge basis**[322](index=322&type=chunk)[325](index=325&type=chunk) - Vessel impairment is assessed on an **individual vessel basis** by comparing estimated undiscounted future cash flows to the carrying amount. **No impairment loss** was recorded in 2019[326](index=326&type=chunk)[327](index=327&type=chunk) - Key assumptions for impairment estimates include charter rates (broker estimates for **2 years**, **15-year historical average** thereafter), fleet utilization, operating expenses, and a residual scrap value of **$8.0 million** per vessel[327](index=327&type=chunk)[329](index=329&type=chunk)[331](index=331&type=chunk) - Vessels are depreciated on a straight-line basis over an estimated useful life of **25 years**, with a residual value of **$8.0 million** per vessel[339](index=339&type=chunk)[340](index=340&type=chunk) - Eligible drydocking costs are **capitalized and amortized** on a straight-line basis from completion of a drydocking to the estimated completion of the next, typically every **30 to 60 months**[341](index=341&type=chunk) [ITEM 6. Directors, Senior Management and Employees](index=60&type=section&id=ITEM%206.%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) This section outlines the company's leadership, compensation practices, and board governance, including directors, senior management, equity incentive plans, director compensation, and adherence to Bermuda law and NYSE exemptions [A. Directors and Senior Management](index=60&type=section&id=6.A.%20Directors%20and%20Senior%20Management) The company's Board of Directors and senior management include Chairman, CEO, and President Herbjørn Hansson, along with other directors and the Chief Financial Officer, whose biographies highlight extensive industry experience Directors and Senior Management | Name | Age | Position | | :--------------- | :-- | :------------------------------------------ | | Herbjørn Hansson | 72 | Chairman, Chief Executive Officer, President and Director | | David Workman | 58 | Director | | Richard H. K. Vietor | 74 | Director | | Alexander Hansson | 38 | Director | | Jim Kelly | 66 | Vice Chairman, Director and Audit Committee Member | | Bjørn Giaever | 52 | Chief Financial Officer | - Mr. Ugland, a director and Vice Chairman, and Audit Committee Chairman, passed away on **March 6, 2020**[345](index=345&type=chunk) [B. Compensation](index=62&type=section&id=6.B.%20Compensation) The company's compensation structure includes an Amended and Restated 2011 Equity Incentive Plan, reserving **1,000,000** stock options in 2019, with **989,000** granted to management and directors, and the Executive Pension Plan settled for **$11.0 million** - The 2011 Equity Incentive Plan was amended in October 2019 to reserve an additional **1,000,000 stock options**[356](index=356&type=chunk) - In October 2019, **755,000** and **234,000 stock options** were granted with vesting over two and three years, respectively, and an exercise price of **$4.70 per share**[356](index=356&type=chunk) - Directors received an aggregate of **$311,000** in cash fees for 2019, with additional compensation for the Vice Chairman and Audit Committee members[358](index=358&type=chunk) - The Executive Pension Plan for the Chairman, President, and CEO was settled in December 2019 for a payment of **$11.0 million**[359](index=359&type=chunk) [C. Board Practices](index=63&type=section&id=6.C.%20Board%20Practices) Directors serve one-year terms, and the Audit Committee consists of a single independent director; as a foreign private issuer, the company is exempt from certain NYSE corporate governance requirements - Directors serve **one-year terms**, and the Audit Committee consists of a **single independent director**, Mr. Kelly, who is the **audit committee financial expert**[361](index=361&type=chunk) - As a **foreign private issuer**, the company is **exempt from certain NYSE corporate governance requirements**, including executive sessions for non-management directors, a nominating/corporate governance committee, and a minimum of three independent audit committee members[362](index=362&type=chunk)[535](index=535&type=chunk) [D. Employees](index=63&type=section&id=6.D.%20Employees) As of December 31, 2019, the company had a total of **20 full-time employees** - The company had **20 full-time employees** as of **December 31, 2019**[364](index=364&type=chunk) [E. Share Ownership](index=63&type=section&id=6.E.%20Share%20Ownership) Information regarding the total amount of common shares owned by officers and directors is provided in Item 7. Major Shareholders and Related Party Transactions - Share ownership information for officers and directors is detailed in **Item 7. Major Shareholders and Related Party Transactions**[365](index=365&type=chunk) [ITEM 7. Major Shareholders and Related Party Transactions](index=63&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) This section details the company's major shareholders and transactions with related parties, including beneficial ownership, legal services, asset use agreements, equity incentive plan allocations, and investment in Hermitage Offshore Services Ltd [A. Major Shareholders](index=63&type=section&id=7.A.%20Major%20Shareholders) As of the annual report date, the Hansson family beneficially owned **2.98%** of the common shares, with other directors and officers each owning less than **1%** of the **147,230,634** common shares outstanding Beneficial Ownership of Common Shares (as of report date) | Identity of Person | No. of Shares | Percent of Class | | :----------------- | :------------ | :--------------- | | Hansson family | 4,380,659 | 2.98% | | Jim Kelly | * | * | | Richard Vietor | * | * | | David Workman | * | * | | Bjørn Giæver | * | * | *Less than 1% of common outstanding shares. - As of the date of the annual report, there were **147,230,634 Common Shares** outstanding[371](index=371&type=chunk) [B. Related Party Transactions](index=64&type=section&id=7.B.%20Related%20Party%20Transactions) Related party transactions included legal services (**$0.1 million** in 2019) and asset use payments (**$0.3 million** in 2019), with the company's ownership in Hermitage Offshore Services Ltd (HOS) decreasing to **3.2%** and its management agreement terminated - Legal services from Langangen & Helset Advokatfirma AS (associated with a former board member) incurred costs of **$0.1 million** in 2019[372](index=372&type=chunk) - Payments for asset use to a company owned by a Board member amounted to **$0.3 million** in 2019[373](index=373&type=chunk) - The company's ownership in Hermitage Offshore Services Ltd (HOS) decreased to approximately **3.2%** by December 31, 2019, resulting in HOS **no longer being a related party**[379](index=379&type=chunk) - The management agreement for administrative services to HOS was terminated as of **June 30, 2019**[380](index=380&type=chunk) [C. Interests of Experts and Counsel](index=65&type=section&id=7.C.%20Interests%20of%20Experts%20and%20Counsel) Information regarding interests of experts and counsel is not applicable - Information for this item is **not applicable**[383](index=383&type=chunk) [ITEM 8. Financial Information](index=65&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION) This section refers to Item 18 for consolidated financial statements and provides information on legal proceedings and the company's dividend policy, including historical dividend payments [A. Consolidated Statements and other Financial Information](index=65&type=section&id=8.A.%20Consolidated%20Statements%20and%20other%20Financial%20Information) The company is not currently a party to any material lawsuits and maintains a policy of declaring quarterly dividends, with total dividends in 2019 amounting to **$14.3 million**, or **$0.10 per share** - The company is **not currently a party to any lawsuits** that would **materially adversely affect** its financial position, results of operations, or liquidity[385](index=385&type=chunk) - The company's policy is to declare **quarterly dividends** to shareholders, subject to **Board discretion**, available distributable reserves, borrowing agreements, and **Bermuda law**[386](index=386&type=chunk) Cash Dividends per Share | Period | 2019 | 2018 | 2017 | 2016 | 2015 | | :--------- | :--- | :--- | :--- | :--- | :--- | | 1st Quarter | $0.04 | $0.03 | $0.20 | $0.43 | $0.22 | | 2nd Quarter | $0.03 | $0.01 | $0.20 | $0.43 | $0.38 | | 3rd Quarter | $0.01 | $0.02 | $0.15* | $0.25 | $0.40 | | 4th Quarter | $0.02 | $0.01 | $0.03 | $0.26 | $0.38 | | **Total** | **$0.10** | **$0.07** | **$0.58** | **$1.37** | **$1.38** | *Includes $0.05 per share distributed as dividend-in-kind. - A dividend of **$0.07 per share** for Q4 2019 was declared and paid on **March 16, 2020**[388](index=388&type=chunk) [B. Significant Changes](index=65&type=section&id=8.B.%20Significant%20Changes) There are no significant changes to report - Information for this item is **not applicable**[389](index=389&type=chunk) [ITEM 9. The Offer and Listing](index=66&type=section&id=ITEM%209.%20THE%20OFFER%20AND%20LISTING) The company's common shares have been primarily traded on the New York Stock Exchange (NYSE) under the symbol "NAT" since November 16, 2004 - The company's common shares are listed on the **NYSE** under the symbol **"NAT"** since **November 16, 2004**[392](index=392&type=chunk) [ITEM 10. Additional Information](index=66&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) This section provides additional information on the company's share capital, governing documents, material contracts, exchange controls, and a comprehensive overview of taxation under Bermuda and U.S. federal laws [A. Share Capital](index=66&type=section&id=10.A.%20Share%20Capital) Information regarding share capital is not applicable in this section - Information for this item is **not applicable**[392](index=392&type=chunk) [B. Memorandum and Articles of Association](index=66&type=section&id=10.B.%20Memorandum%20and%20Articles%20of%20Association) The company's governing documents define its authorized capital (**360,000,000** common shares at **$0.01** par value), corporate powers, and governance, including Board structure, shareholder voting rights, dividend declaration, and an anti-takeover Shareholder Rights Agreement - Authorized capital consists of **360,000,000 common shares** with a par value of **$0.01 per share**[393](index=393&type=chunk) - The Board of Directors must consist of at least three and no more than **11 directors**, serving **one-year terms**[397](index=397&type=chunk) - Holders of common shares are entitled to **one vote per share** and can approve resolutions by a **simple majority** of votes cast[403](index=403&type=chunk) - The Board may **declare and pay dividends** or distributions out of **contributed surplus**[407](index=407&type=chunk) - A Shareholder Rights Agreement, adopted in **June 2017**, acts as an **anti-takeover protection**, imposing significant dilution penalties on any person or group acquiring **15% or more** of outstanding common shares without Board approval[415](index=415&type=chunk)[416](index=416&type=chunk) [C. Material Contracts](index=71&type=section&id=10.C.%20Material%20Contracts) The 2019 Senior Secured Credit Facility, entered into on February 12, 2019, is identified as a material contract, with further details available in Item 5.B. Liquidity and Capital Resources - The **2019 Senior Secured Credit Facility**, entered into on **February 12, 2019**, is a material contract[436](index=436&type=chunk) [D. Exchange Controls](index=71&type=section&id=10.D.%20Exchange%20Controls) The company is designated as a non-resident of Bermuda for exchange control purposes, allowing free transfer of shares and funds, and as an 'exempted company,' it is exempt from certain foreign ownership restrictions - The company is designated as a **non-resident of Bermuda** for exchange control purposes, allowing **free transfer of shares** between non-residents and **unrestricted fund transfers**[436](index=436&type=chunk)[438](index=438&type=chunk) - As an **'exempted company,'** it is **exempt from Bermuda laws restricting foreign ownership** but cannot participate in certain local business transactions without authorization[442](index=442&type=chunk) [E. Taxation](index=72&type=section&id=10.E.%20Taxation) The company benefits from a Bermuda tax exemption until **March 31, 2035**, expects U.S. federal income tax exemption on U.S.-Source Shipping Income under Section 883, and believes it is not a Passive Foreign Investment Company (PFIC) for taxable years after 2004 - The company has a **Bermuda tax exemption** on profits, income, and capital gains until **March 31, 2035**[444](index=444&type=chunk) - The company expects to be exempt from **U.S. federal income taxation** on its **U.S.-Source Shipping Income** under **Section 883 of the Code**, believing it satisfies the **Publicly-Traded Test**[451](index=451&type=chunk)[456](index=456&type=chunk)[458](index=458&type=chunk) - The company believes it ceased to be a **Passive Foreign Investment Company (PFIC)** after 2004, based on its time and voyage chartering activities being characterized as **services income**[475](index=475&type=chunk) - U.S. Holders may treat dividends as **'qualified dividend income'** subject to **preferential tax rates** if the company is not a PFIC. Special rules apply for **PFIC status**, including QEF and mark-to-market elections[469](index=469&type=chunk)[476](index=476&type=chunk) - Non-U.S. Holders are generally **not subject to U.S. federal income or withholding tax** on dividends or gains, unless **effectively connected with a U.S. trade or business**[491](index=491&type=chunk)[492](index=492&type=chunk) [F. Dividends and Paying Agents](index=80&type=section&id=10.F.%20Dividends%20and%20Paying%20Agents) Information regarding dividends and paying agents is not applicable in this section - Information for this item is **not applicable**[502](index=502&type=chunk) [G. Statement by Experts](index=80&type=section&id=10.G.%20Statement%20by%20Experts) Information regarding statements by experts is not applicable - Information for this item is **not applicable**[503](index=503&type=chunk) [H. Documents on Display](index=80&type=section&id=10.H.%20Documents%20on%20Display) The company's SEC filings are available for inspection at the SEC's public reference facilities and on its website, with shareholders able to request copies at no cost - SEC filings are available on the **SEC's website (www.sec.gov)** and the **company's website (www.nat.bm)**[505](index=505&type=chunk) - Shareholders can request copies of filings at **no cost**[506](index=506&type=chunk) [I. Subsidiary Information](index=81&type=section&id=10.I.%20Subsidiary%20Information) Information regarding subsidiary information is not applicable - Information for this item is **not applicable**[506](index=506&type=chunk) [ITEM 11. Quantitative and Qualitative Disclosures About Market Risk](index=81&type=section&id=ITEM%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company is exposed to market risks from variable interest rates and tanker spot market volatility, with a **100 basis point** LIBOR increase impacting interest expense by **$4.4 million** and a **$1,000** spot rate decrease reducing voyage revenue by **$8.4 million** in 2019 - The company is exposed to **market risk** from changes in **interest rates** on its **variable-rate borrowings** (LIBOR plus a margin)[507](index=507&type=chunk)[508](index=508&type=chunk) - A **100 basis point increase** in LIBOR would have increased interest expense by approximately **$4.4 million** in 2019[508](index=508&type=chunk) - The company is exposed to **volatility in the spot market**, with a **$1,000 per day per vessel decrease** in the spot rate estimated to reduce voyage revenue by approximately **$8.4 million** in 2019[509](index=509&type=chunk)[510](index=510&type=chunk) [ITEM 12. Description of Securities Other Than Equity Securities](index=81&type=section&id=ITEM%2012.%20DESCRIPTION%20OF%20SECURITIES%20OTHER%20THAN%20EQUITY%20SECURITIES) Information regarding the description of securities other than equity securities is not applicable - Information for this item is **not applicable**[511](index=511&type=chunk) [PART II](index=81&type=section&id=PART%20II) This part addresses defaults, controls and procedures, audit committee expertise, code of ethics, and principal accountant fees [ITEM 13. Defaults, Dividend Arrearages and Delinquencies](index=81&type=section&id=ITEM%2013.%20DEFAULTS%2C%20DIVIDEND%20ARREARAGES%20AND%20DELINQUENCIES) Information regarding defaults, dividend arrearages, and delinquencies is not applicable - Information for this item is **not applicable**[513](index=513&type=chunk) [ITEM 14. Material Modifications to the Rights of Security Holders and Use of Proceeds](index=82&type=section&id=ITEM%2014.%20MATERIAL%20MODIFICATIONS%20TO%20THE%20RIGHTS%20OF%20SECURITY%20HOLDERS%20AND%20USE%20OF%20PROCEEDS) Information regarding material modifications to the rights of security holders and use of proceeds is not applicable - Information for this item is **not applicable**[515](index=515&type=chunk) [ITEM 15. Controls and Procedures](index=82&type=section&id=ITEM%2015.%20CONTROLS%20AND%20PROCEDURES) This section details the company's disclosure controls and internal control over financial reporting, both deemed effective as of December 31, 2019, with an unqualified audit opinion and no material changes [A. Disclosure Controls and Procedures.](index=82&type=section&id=15.A.%20Disclosure%20Controls%20and%20Procedures.) Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2019 - Management concluded that **disclosure controls and procedures were effective** as of December 31, 2019[516](index=516&type=chunk) [B. Management's Annual Report on Internal Control Over Financial Reporting.](index=82&type=section&id=15.B.%20Management's%20Annual%20Report%20on%20Internal%20Control%20Over%20Financial%20Reporting.) Management concluded that the company's internal control over financial reporting was effective as of December 31, 2019, based on the COSO framework - Management concluded that **internal control over financial reporting was effective** as of December 31, 2019[519](index=519&type=chunk) [C. Attestation Report of the Registered Public Accounting Firm.](index=83&type=section&id=15.C.%20Attestation%20Report%20of%20the%20Registered%20Public%20Accounting%20Firm.) KPMG AS issued an unqualified opinion on the effectiveness of the company's internal control over financial reporting as of December 31, 2019 - KPMG AS issued an **unqualified opinion** on the effectiveness of the company's internal control over financial reporting as of December 31, 2019[521](index=521&type=chunk) [D. Changes in Internal Control Over Financial Reporting.](index=83&type=section&id=15.D.%20Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting.) There were no material changes in internal controls over financial reporting during the year covered by this annual report - **No material changes** in internal controls over financial reporting occurred during the year[522](index=522&type=chunk) [ITEM 16. Reserved](index=83&type=section&id=ITEM%2016.%20RESERVED) This item is reserved and contains no information - This item is **reserved**[523](index=523&type=chunk) [ITEM 16A. Audit Committee Financial Expert](index=83&type=section&id=ITEM%2016A.%20AUDIT%20COMMITTEE%20FINANCIAL%20EXPERT) Mr. Kelly, Chairman of the Audit Committee, is designated as an 'audit committee financial expert' and is independent under NYSE rules and SEC standards - Mr. Kelly, Chairman of the Audit Committee, is designated as an **'audit committee financial expert'** and is **independent**[523](index=523&type=chunk) [ITEM 16B. Code of Ethics](index=83&type=section&id=ITEM%2016B.%20CODE%20OF%20ETHICS) The company has adopted a code of ethics applicable to all employees, including senior officers, with no substantive amendments or waivers made during 2019 - The company has adopted a **code of ethics** applicable to all employees, including senior officers[524](index=524&type=chunk) - **No substantive amendments or waivers** to the code of ethics were made or granted during the year ended December 31, 2019[524](index=524&type=chunk) [ITEM 16C. Principal Accountant Fees and Services](index=83&type=section&id=ITEM%2016C.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) This section details the audit fees paid to KPMG AS for 2019 and 2018, and outlines the Audit Committee's policy for pre-approving all audit and non-audit services [A. Audit Fees](index=83&type=section&id=16C.A.%20Audit%20Fees) The aggregate fees billed by KPMG AS for audit services were **$853,439** for 2019 and **$901,429** for 2018 Audit Fees Billed by KPMG AS | Fiscal Year Ended December 31, | Amount | | :----------------------------- | :----- | | 2019 | $853,439 | | 2018 | $901,429 | [B. Audit-Related Fees](index=83&type=section&id=16C.B.%20Audit-Related%20Fees) There were no audit-related fees incurred for 2019 or 2018 - **No audit-related fees** were incurred for 2019 or 2018[526](index=526&type=chunk) [C. Tax Fees](index=83&type=section&id=16C.C.%20Tax%20Fees) There were no tax fees incurred - **No tax fees** were incurred[526](index=526&type=chunk) [D. All Other Fees](index=83&type=section&id=16C.D.%20All%20Other%20Fees) There were no other fees incurred - **No other fees** were incurred[527](index=527&type=chunk) [E. Audit Committee's Pre-Approval Policies and Procedures](index=84&type=section&id=16C.E.%20Audit%20Committee's%20Pre-Approval%20Policies%20and%20Procedures) The Audit Committee pre-approves all audit, audit-related, and non-audit services, along with their associated fees, to be performed by the independent auditors - The Audit Committee **pre-approves all audit, audit-related, and non-audit services** and associated fees[529](index=529&type=chunk) [F. Not applicable.](index=84&type=section&id=16C.F.%20Not%20applicable.) This item is not applicable - This item is **not applicable**[530](index=530&type=chunk) [ITEM 16D. Exemptions from the Listing Standards for Audit Committees](index=84&type=section&id=ITEM%2016D.%20EXEMPTIONS%20FROM%20THE%20LISTING%20STANDARDS%20FOR%20AUDIT%20COMMITTEES) There are no exemptions from the listing standards for audit committees - Information for this item is **not applicable**[531](index=531&type=chunk) [ITEM 16E. Purchases of Equity Securities by the Issuer and Affiliated Persons.](index=84&type=section&id=ITEM%2016E.%20PURCHASES%20OF%20EQUITY%20SECURITIES%20BY%20THE%20ISSUER%20AND%20AFFILIATED%20PERSONS.) Information regarding purchases of equity securities by the issuer and affiliated persons is not applicable - Information for this item is **not applicable**[532](index=532&type=chunk) [ITEM 16F. Change in Registrant`s Certifying Accountant.](index=84&type=section&id=ITEM%2016F.%20CHANGE%20IN%20REGISTRANT%60S%20CERTIFYING%20ACCOUNTANT.) There has been no change in the registrant's certifying accountant - Information for this item is **not applicable**[533](index=533&type=chunk) [ITEM 16G. Corporate Governance](index=84&type=section&id=ITEM%2016G.%20CORPORATE%20GOVERNANCE) As a foreign private issuer, the company is exempt from certain NYSE corporate governance standards, leading to differences in board structure and committee composition - As a **foreign private issuer**, the company is **exempt from certain NYSE corporate governance standards**[534](index=534&type=chunk) - Differences from NYSE standards include **not regularly holding executive sessions** for non-management directors, absence of a nominating/corporate governance committee, an Audit Committee with two independent members, and **not adopting formal corporate governance guidelines**[535](index=535&type=chunk) [ITEM 16H. Mine Safety Disclosure](index=84&type=section&id=ITEM%2016H.%20MINE%20SAFETY%20DISCLOSURE) Information regarding mine safety disclosure is not applicable - Information for this item is **not applicable**[536](index=536&type=chunk) [PART III](index=85&type=section&id=PART%20III) This part contains the company's audited consolidated financial statements and a list of all exhibits filed with the annual report [ITEM 17. Financial Statements](index=85&type=section&id=ITEM%2017.%20FINANCIAL%20STATEMENTS) This item refers to Item 18 for the detailed financial statements - Refers to **Item 18** for detailed financial statements[538](index=538&type=chunk) [ITEM 18. Financial Statements](index=85&type=section&id=ITEM%2018.%20FINANCIAL%20STATEMENTS) This section presents the audited consolidated financial statements for 2019, 2018, and 2017, prepared under U.S. GAAP, including statements of operations, comprehensive loss, balance sheets, shareholders' equity, cash flows, and detailed notes [Consolidated Statements of Operations](index=91&type=section&id=Consolidated%20Statements%20of%20Operations) The Consolidated Statements of Operations show a significant improvement in Net Operating Income to **$32.0 million** in 2019, with Net Loss reducing to **$10.4 million** and Basic and Diluted Loss per Share improving to **($0.07)** Consolidated Statements of Operations (USD '000s) | Metric | 2019 | 2018 | 2017 | | :------------------------------------ | :--- | :--- | :--- | | Voyage Revenues | 317,220 | 289,016 | 297,141 | | Voyage Expenses | (141,770) | (165,012) | (142,465) | | Vessel Operating Expenses | (66,033) | (80,411) | (87,663) | | Net Operating Income (Loss) | 31,971 | (38,616) | (175,690) | | Net Loss | (10,352) | (95,306) | (204,969) | | Basic and Diluted Loss per Share | (0.07) | (0.67) | (1.97) | | Cash Dividends per Share | 0.10 | 0.07 | 0.53 | [Consolidated Statements of Comprehensive Loss](index=92&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Loss) The Consolidated Statements of Comprehensive Loss show a total comprehensive loss of **$10.4 million** in 2019, a significant reduction from **$95.4 million** in 2018 and **$205.1 million** in 2017 Consolidated Statements of Comprehensive Loss (USD '000s) | Metric | 2019 | 2018 | 2017 | | :-------------------------- | :--- | :--- | :--- | | Net Loss | (10,352) | (95,306) | (204,969) | | Other Comprehensive Loss | (78) | (132) | (150) | | **Total Comprehensive Loss** | **(10,430)** | **(95,438)** | **(205,119)** | [Consolidated Balance Sheets](index=93&type=section&id=Consolidated%20Balance%20Sheets) As of December 31, 2019, total assets were **$1,030.9 million**, a decrease from 2018, primarily due to reduced vessel carrying values, with total liabilities also decreasing and total shareholders' equity at **$595.4 million** Consolidated Balance Sheets (USD '000s) | Asset/Liability/Equity | Dec 31, 2019 | Dec 31, 2018 | | :----------------------------- | :----------- | :----------- | | Cash and Cash Equivalents | 48,847 | 49,327 | | Total Current Assets | 129,372 | 112,945 | | Vessels | 899,997 | 953,758 | | Total Assets | 1,030,903 | 1,071,111 | | Total Current Liabilities | 59,028 | 36,290 | | Long-Term Debt | 375,364 | 417,836 | | Deferred Compensation Liability | 153 | 14,954 | | Total Liabilities | 435,479 | 469,080 | | Total Shareholders' Equity | 595,424 | 602,031 | [Consolidated Statements of Shareholders' Equity](index=94&type=section&id=Consolidated%20Statements%20of%20Shareholders%27%20Equity) Total shareholders' equity decreased to **$595.4 million** in 2019, influenced by a net loss and dividends, partially offset by **$17.9 million** from common shares issued through an ATM program Consolidated Statements of Shareholders' Equity (USD '000s) | Metric | Dec 31, 2019 | Dec 31, 2018 | Dec 31, 2017 | | :------------------------------------ | :----------- | :----------- | :----------- | | Total Shareholders' Equity | 595,424 | 602,031 | 711,064 | | Common Stock | 1,472 | 1,420 | 1,420 | | Additional Paid-In Capital | 38,499 | 123,852 | 123,439 | | Contributed Surplus | 567,202 | 786,881 | 796,817 | | Accumulated Deficit | (10,352) | (308,803) | (209,425) | | Net Loss | (10,352) | (95,306) | (204,969) | | Dividends Distributed | (14,255) | (9,936) | (59,136) | | Common Shares Issued, net | 17,922 | - | 103,748 | - A reduction of **$103.4 million** in **Share Premium Fund** was credited to **Contributed Surplus** in 2019, making funds eligible for distribution[671](index=671&type=chunk) - The company's Board of Directors transferred **$308.8 million** from **Contributed Surplus** to cover **Accumulated Deficits** as of December 31, 2018[674](index=674&type=chunk) [Consolidated Statements of Cash Flows](index=95&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash provided by operating activities significantly increased to **$52.9 million** in 2019, while investing cash flows decreased due to no vessel sales, and financing cash flows decreased due to new borrowings and equity issuance Consolidated Statements of Cash Flows (USD '000s) | Activity | 2019 | 2018 | 2017 | | :------------------------------------ | :--- | :--- | :--- | | Net Cash Provided by / (Used In) Operating Activities | 52,858 | (16,103) | 31,741 | | Net Cash (Used In) / Provided by Investing Activities | (2,319) | 85,054 | (46,526) | | Net Cash (Used In) / Provided by Financing Activities | (38,251) | (78,034) | (18,962) | | Net Increase / (Decrease) in Cash, Cash Equivalents, and Restricted Cash | 12,288 | (9,083) | (33,747) | | Cash, Cash Equivalents, and Restricted Cash at End of Year | 61,638 | 49,327 | 58,359 | - Cash provided by operating activities **increased significantly** in 2019 due to **higher market rates** and **positive changes in working capital**[308](index=308&type=chunk) - Investing cash flows **decreased** in 2019 due to **no vessel disposals**, compared to **ten vessel disposals** in 2018[309](index=309&type=chunk) - Financing cash flows **decreased** in 2019, with **new borrowings and equity issuance** partially offsetting **debt repayments and increased dividends**[310](index=310&type=chunk) [Notes to Consolidated Financial Statements](index=97&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide detailed explanations of accounting policies, critical estimates, revenue recognition changes (ASC 606), lease accounting (ASC 842), vessel impairment, debt facilities, and subsequent events, including the potential impact of COVID-19 - The company adopted **ASC 606 (Revenue from Contracts with Customers)** effective **January 1, 2018**, changing spot charter revenue recognition to a **load-to-discharge basis**[580](index=580&type=chunk)[614](index=614&type=chunk) - **ASC 842 (Leases)** was adopted effective **January 1, 2019**, resulting in the recognition of a **$1.9 million lease liability** and a corresponding right-of-use asset for leased office space[610](index=610&type=chunk)[611](index=611&type=chunk) - Vessels are stated at historical cost and depreciated over an estimated useful life of **25 years** with a residual value of **$8.0 million per vessel**. **No impairment loss** was recorded in 2019[589](index=589&type=chunk)[590](index=590&type=chunk)[622](index=622&type=chunk)[624](index=624&type=chunk) - The **2019 Senior Secured Credit Facility ($291.8 million outstanding)** and **2018 Newbuildings financing ($119.9 million outstanding)** are detailed, including covenants and amortization schedules[650](index=650&type=chunk)[653](index=653&type=chunk)[655](index=655&type=chunk) - Subsequent events include a **$0.07 per share dividend** for Q4 2019 (paid **March 2020**), a **share buy-back program** of up to **4.5 million shares** (**March 2020**), and a **$0.14 per share dividend** for Q1 2020 (payable **June 2020**)[684](index=684&type=chunk)[685](index=685&type=chunk) - The company has **not yet experienced material negative impacts from COVID-19**, but future financial effects **cannot be reasonably estimated**[686](index=686&type=chunk) [ITEM 19. Exhibits](index=85&type=section&id=ITEM%2019.%20EXHIBITS) This section lists all documents filed as exhibits to the annual report, including governing documents, management agreements, credit facilities, and certifications - The exhibits include **governing documents** (Memorandum of Association, By-Laws), **Shareholder Rights Agreement**, **management agreements**, **credit facilities**, and **certifications**[541](index=541&type=chunk)[542](index=542&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____ to ____ OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF ...