Business Context and Reporting Period
This Form 6-K filing by Nordic American Tankers Limited (NAT) relates to the solicitation of proxies for the Annual General Meeting of Shareholders scheduled for December 12, 2017. The filing, dated November 3, 2017, incorporates the Notice of Meeting and Proxy Statement. The Company is a Bermuda-domiciled foreign private issuer listed on the NYSE under the symbol "NAT."
Key Financial Metrics
The filing does not provide current period revenue, profit, cash flow, or margin data. Financial details are limited to capital structure information relevant to a proposed corporate action:
- Outstanding Shares: 101,947,666 common shares as of the October 30, 2017 record date.
- Par Value: $0.01 per share.
- Aggregate Share Capital: Approximately $1.02 million.
- Share Premium Account: Approximately $215.4 million (amount paid in excess of par value).
- Debt and Liquidity: The filing text does not provide specific values for debt, cash balances, or liquidity ratios.
Material Changes and Corporate Actions
The primary material change proposed is a reduction of the Company's share premium account by approximately $215.4 million to zero, effective December 29, 2017. This action is intended to increase the Company's ability to declare and distribute dividends under Bermuda law, as share premium is currently not available for dividend payments. The surplus from this reduction will be credited to the Company's contributed surplus account. Additionally, Bjørn Giaever joined the Company as Chief Financial Officer and Secretary on October 16, 2017.
Guidance, Outlook, and Risks
Dividend Policy: The Company aims to declare quarterly dividends based on net operating cash flow (net income plus depreciation and non-cash charges) divided by the weighted average number of shares. Dividends are contingent on solvency and the ability to pay liabilities as they become due under Bermuda law.
Management Commentary: The Board unanimously recommends voting in favor of all proposals, including the election of five directors, the appointment of KPMG AS as independent auditors, and the reduction of share premium.
Risks and Contingencies: The filing notes that the reduction of share premium is subject to the Company's ability to pay liabilities as they become due. The Company must publish a notice of the reduction in an appointed newspaper between 15 and 30 days prior to the effective date.
Investor Verification Checklist
- Verify the outcome of the shareholder vote on the $215.4 million share premium reduction at the December 12, 2017 meeting.
- Review the Company's 2016 Annual Report (available at www.nat.bm) for audited financial statements, as this filing does not contain detailed financial performance data.
- Confirm the appointment of KPMG AS as the independent auditor for the ensuing year.
- Monitor future dividend declarations to assess the impact of the share premium reduction on distribution flexibility.
- Check for the publication of the required notice regarding the share premium reduction in an appointed newspaper prior to December 29, 2017.