← Back to NAT filing summaryOriginal filing text · Part I
Item 5 — Management's Discussion and Analysis
Nordic American Tankers Limited · 20-F · FY 2025 · Period ended Dec 31, 2025
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The following management’s discussion and analysis should be read in conjunction with our historical financial statements and notes thereto included elsewhere in this report.
This discussion contains forward-looking statements that reflect our current views with respect to future events and financial performance. Our actual results may differ materially from those anticipated in these forward-looking statements as a
result of certain factors, such as those set forth in the section entitled “Item 3. Key Information—D. Risk Factors” and elsewhere in this annual report.
A. Operating Results
Business overview
Our fleet as of December 31, 2025, consisted of 20 Suezmax crude oil tankers. In 2023, we acquired the 2016 built Nordic Hawk. There were no
changes to our fleet during 2024. In 2025 we took delivery of two 2016 build vessels Nordic Galaxy and Nordic Moon. We entered into firm sales agreements for the 2003 built Nordic Apollo, the 2004 built Nordic Castor, the 2004 built Nordic
Luna and the 2005 built Nordic Sprinter, but the latter two vessels were only delivered to the buyers in January 2026. Subsequent to December 31, 2025, we also entered into an agreement to purchase two new build suezmax tankers from a South
Korean shipyard with delivery in 2028. We have sold two more vessels in 2026, the 2003 build Nordic Pollux and the 2005 build Nordic Skier, where one has been delivered to the new buyer, the other is still pending delivery.
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The vessels in our fleet are considered homogenous and interchangeable as they have approximately the same freight capacity and ability to transport the same type of cargo.
YEAR ENDED DECEMBER 31, 2025, COMPARED TO YEAR ENDED DECEMBER 31, 2024
Years Ended December 31,
All figures in USD ‘000 2025 2024 Variance
Voyage Revenues 291,690 349,742 -16.60 %
Other Income 730 0 NA
Voyage Expenses (109,880 ) (124,646 ) -11.85 %
Vessel Operating Expenses (66,938 ) (62,809 ) 6.57 %
Depreciation Expenses (57,735 ) (56,151 ) 2.82 %
Gain on Disposal of Vessels 16,621 - NA
General and Administrative Expenses (28,143 ) (28,825 ) -2.37 %
Net Operating Income 46,345 77,311 -40.03 %
Interest Income 1,608 731 119.97 %
Interest Expenses (35,752 ) (30,739 ) 16.32 %
Other Financial Income (Expenses) 118 (670 ) 117.61 %
Net Income Before Income Taxes 12,319 46,633 -73.58 %
Income Tax Expense (Benefit) (48 ) 10 -580 %
Net Income 12,271 46,643 -73.69 %
Management believes that net voyage revenue, a non-GAAP financial measure, provides additional meaningful information because it enables us to compare the profitability of
our vessels that are employed under bareboat charters, spot related time charters and spot charters. Net voyage revenues divided by the number of days on the charter provides the Time Charter Equivalent, or TCE, Rate. Net voyage revenues and TCE
rates are widely used by investors and analysts in the tanker shipping industry to compare the financial performance of companies and for preparing industry averages. We believe that our method of calculating net voyage revenue is consistent with
industry standards. The table below reconciles our net voyage revenues to voyage revenues.
Years Ended December 31,
All figures in USD ‘000, except TCE rate per day 2025 2024 Variance
Voyage Revenues 291,690 349,742 -16.60 %
Less Voyage expenses (109,880 ) (124,646 ) -11.85 %
Net Voyage Revenue 181,810 225,096 -19.23 %
Vessel Calendar Days (1) 7,312 7,320 -0.11 %
Less off-hire days 744 197 277.66 %
Total TCE days 6,568 7,123 -7.79 %
TCE Rate per day (2) 27,681 31,603 -12.41 %
(1) Vessel Calendar Days is the total number of days the vessels were in our fleet.
(2) Time Charter Equivalent, or TCE, Rate, results from Net Voyage Revenue divided by total TCE days.
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Voyage Revenues decreased by $58.1 million, or 16.60%, from $349.7 million in 2024 to $291.7 million in 2025 as a result of decreased
tanker rates in 2025 compared to 2024.
The change in Net Voyage Revenue is due to two main factors:
i) The number of TCE days
ii) The change in the TCE rate achieved.
Number of vessel calendar days decreased by 0.11%. Two vessels were sold and two vessels were added to the fleet in 2025 and these additional vessels commenced operations from May 2025.
With regards to i), the increase of 565 days in offhire was a result of 6 of our vessels undergoing planned maintenance in 2025 compared to 3 vessels in 2024.
With regards to ii), the TCE rate per day decreased by $3,922 or 12.4%, from $31,603 in 2024 to $27,681 in 2025. The indicative
rates presented by Clarkson Research increased by 15.2% for the twelve months of 2025 compared to the same twelve months in 2024 to $54,709 from $47,473, respectively. Our TCE rate per day decreased in the same period on a year-over-year basis,
as some voyages with lowered rates booked in the fourth quarter of 2024 materialized in the first quarter of 2025 before the rates increased in the fourth quarter of 2025. Further, in the same manner as in 2024, the indicative rates presented
by Clarkson Research for 2025 are an average of observations and routes, and some of the trade routes going into the average are routes involving Russian oil trade and as such not routes representing an average for all market participants.
As a result of i) and ii) net voyage revenues decreased by 16.6% from $349.742 million for the year ended December 31, 2024, to
$291.690 million for the year ended December 31, 2025.
Voyage expenses decreased to $109.9 million from $124.6 million, or -11.8%. Voyage expenses mainly consist of bunkers, port charges, canal passages and commissions and the
most influential cost is the cost of bunkers. Cost of bunkers is influenced by actual consumption in a year and the price of the fuel. With an 18.9% reduction in revenue, one might have expected a corresponding decrease in costs. However, with
the implementation of the EU Emission Trading System (EU ETS), together with the implementation of Fuel EU Maritime, this has resulted in increased costs of $5.7 million, which represents 5.2% of the total costs.
Vessel operating expenses increased by $4.1 million, or 6.5%, from $62.8 million in 2024 to $66.9 million in 2025, and reflects that the number of dry-docking days increased
for our fleet in 2025 compared to 2024. In cooperation with our technical managers, we maintain our focus on keeping the fleet in top technical condition whilst keeping costs low.
General and administrative expenses decreased by $0.7 million from $28.8 million to $28.1 million for
the year ended December 31, 2024, to December 31, 2025. Employee compensation costs, including bonuses, continued to represent a significant component of these expenses, however, there were changes in the composition and timing of bonus
payments, including increased employee retention bonuses which were deferred over the contractual retention period deferrals, compared to the prior year.
Depreciation expenses increased by $1.6 million, or 2.9%, from $56.1 million in 2024 to $57.7 million in 2025. The increase was primarily driven by higher capitalized
expenditures on steel and a greater number of vessels undergoing dry-docking in 2025 compared to 2024, which elevated depreciation per quarter. The addition of two new vessels in April 2025, which carry a higher depreciation rate than the two
vessels that exited the fleet, further contributed to the overall increase.
Gain on disposal of vessels amounted to $16.6 million in 2025, compared to no gain in 2024. The gain in 2025 relates to the sale
of two vessels, Nordic Apollo and Nordic Castor. There were no corresponding vessel sales in 2024.
Interest income increased from $0.7 million in 2024 to $1.6 million in 2025, or 120.0%, as we earned more interest on bank deposits during 2024 than in 2025.
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Interest expenses increased by $5.0 million, or 16.3%, from $30.7 million in 2024 to $35.7 million in 2025. The increase was primarily driven by the acquisition of an additional vessels in April
2025, financed with Ocean Yield, as well as the refinancing of the 2018-built vessels with the same lender. The refinancing of the 2018-built vessels generated additional cash proceeds of $46.0 million. In February we refinanced the facility we
had with Beal Bank, provided further $78.5 million in additional liquidity. Together, these transactions resulted in higher interest expenses in 2025 compared to 2024.
YEAR ENDED DECEMBER 31, 2024, COMPARED TO YEAR ENDED DECEMBER 31, 2023
Years Ended December 31,
All figures in USD ‘000 2024 2023 Variance
Voyage Revenues 349,742 391,687 -10.7 %
Voyage Expenses (124,646 ) (129,507 ) -3.8 %
Vessel Operating Expenses (62,809 ) (60,003 ) 4.7 %
Impairment Loss on Vessels - - N/A
Depreciation Expenses (56,151 ) (51,397 ) 9.2 %
Gain on Disposal of Vessels - - N/A
General and Administrative Expenses (28,825 ) (22,890 ) 25.9 %
Net Operating Income 77,311 127,890 -39.5 %
Interest Income 731 1,302 -43.9 %
Interest Expenses (30,739 ) (30,498 ) 0.8 %
Other Financial Income (Expenses) (670 ) 137 589.1 %
Net Income Before Income Taxes 46,633 98,831 -52.7 %
Tax Income (Expenses) 10 (120 ) -107.5 %
Net Income 46,643 98,711 -52.8 %
Management believes that net voyage revenue, a non-GAAP financial measure, provides additional meaningful information because it enables us to compare the profitability of
our vessels that are employed under bareboat charters, spot related time charters and spot charters. Net voyage revenues divided by the number of days on the charter provides the Time Charter Equivalent, or TCE, Rate. Net voyage revenues and TCE
rates are widely used by investors and analysts in the tanker shipping industry to comparing the financial performance of companies and for preparing industry averages. We believe that our method of calculating net voyage revenue is consistent
with industry standards. The table below reconciles our net voyage revenues to voyage revenues.
Years Ended December 31,
All figures in USD ‘000, except TCE rate per day 2024 2023 Variance
Voyage Revenues 349,742 391,687 -10.7 %
Less Voyage expenses (124,646 ) (129,507 ) -3.8 %
Net Voyage Revenue 225,096 262,180 -14.1 %
Vessel Calendar Days (1) 7,320 6,917 5.8 %
Less off-hire days 197 447 -55.9 %
Total TCE days 7,123 6,470 10.1 %
TCE Rate per day (2) $ 31,603 $ 40,522 -22.0 %
(1) Vessel Calendar Days is the total number of days the vessels were in our fleet.
(2) Time Charter Equivalent, or TCE, Rate, results from Net Voyage Revenue divided by total TCE days.
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Voyage Revenues decreased by $42.0 million, or 10.7%, from $391.7 million in 2023 to $349.7 million in 2024 as a result of decreased tanker rates in 2024 compared to 2023.
The change in Net Voyage Revenue is due to two main factors:
i) The number of TCE days
ii) The change in the TCE rate achieved.
Number of vessel calendar days increased by 5.8%. One vessel was added to the fleet in late 2023 and this additional vessel has come in with full effect in 2024.
With regards to i), the decrease of 250 days in offhire days was a result of less vessels undergoing planned maintenance in 2024 compared to 2023.
With regards to ii), the TCE rate per day decreased by $8,919, or 22.0%, from $40,522 in 2023 to $31,603 in 2024. The indicative rates presented by Clarkson Research
decreased by 15.5.% for the twelve months of 2024 compared to the same twelve months in 2023 to $47,188 from $55,847, respectively. Our TCE rate per day decreased more in percentage than the indicative rates presented by Clarkson Research on a
year-over-year basis, as some voyages with lowered rates booked in the fourth quarter of 2023 materialized in the first quarter of 2024. Further, in the same manner as in 2023, the indicative rates presented by Clarkson Research for 2024 are an
average of observations and routes, and some of the trade routes going into the average are routes involving Russian oil trade and as such not routes representing an average for all market participants.
As a result of i) and ii) net voyage revenues decreased by 14.1% from $262.2 million for the year ended December 31, 2023, to $225.1 million for the year ended December 31,
2024.
Voyage expenses decreased to $124.6 million from $129.5 million, or 3.8%. Voyage expenses mainly consist of bunkers, port charges and commissions and the most influential
cost is the cost of bunkers. Cost of bunkers is influenced by actual consumption in a year and the price of the fuel. The decrease in voyage expenses in 2024 was primarily due to a decrease of $6.0 million in port charges and a decrease in
commission of $1.3 million. With a 10.7% reduction in revenue, one might have expected a corresponding decrease in costs. However, with the implementation of the EU ETS, this has resulted in increased costs of $2.5 million, which represents 2% of
the total costs.
Vessel operating expenses increased by $2.8 million, or 4.7%, from $60.0 million in 2023 to $62.8 million in 2024, and reflects that the number of vessel calendar days for
our fleet were increased in 2024 compared to 2023. In cooperation with our technical managers, we maintain our focus on keeping the fleet in top technical condition whilst keeping costs low.
General and administrative expenses increased by $5.9 million, or 25.9%, from $22.9 million in 2023 to $28.8 million in 2024. This increase was primarily driven by higher
employee compensation costs, particularly bonuses. Bonuses paid to management and staff rose by $5.7 million, or 937.5%, from $0.6 million in 2023 to $6.3 million in 2024, accounting for the substantial majority of the overall increase in general
and administrative expenses.
Depreciation expenses increased by $4.8 million, or 9.2%, from $51.4 million in 2023 to $56.2 million in 2024. The increase in 2024 compared to 2023 is primarily a result of
the addition of one vessel in December 2023 that is depreciated for the full year in 2024.
Interest income decreased from $1.3 million in 2023 to $0.7 million in 2024, or 43.9%, as we earned more interest on bank deposits during 2023 than in 2024.
Interest expenses increased by $0.2 million, or 0.8%, from $30.5 million in 2023 to $30.7 million in 2024. The increase is due to purchase of on additional vessel December
2023, financed with Ocean Yield.
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Inflation
Construction cost and periodical maintenance costs for oil tankers tend to fluctuate with the cyclicality in raw material costs, especially the price of steel and copper, and
the general demand for shipbuilding services. Newbuilding prices for oil tankers have increased further in 2025 as a result of full orderbooks at the shipyards for the coming years and an optimistic outlook for many shipping segments. Operating
costs for oil tankers have been stable with little or moderate inflation over the years, and our operating cost in 2025 have been in line with previous years. However, there is currently inflationary pressure in most parts of the world, and we
are monitoring this closely. The shipping industry has historically been able to absorb and neutralize significant cost increases related to operation of the vessels. However, oil transportation is a specialized area and if number of vessels
where to increase significantly, increased demand for qualified crew can be expected, potentially putting pressure on crew cost. A general cost inflation in the world could impact the shipping industry and put inflationary pressure on cost items
such as, but not limited to crew costs, spare parts, maintenance, insurance etc.
B. Liquidity and Capital Resources
We operate in a cyclical and capital-intensive industry. Our fleet of Suezmax tankers are financed through a combination of earnings generated from operations, equity and
borrowings.
Our main liquidity requirements are related to voyage cost and operating cost for our vessels, repayments of loans and related interest charges, general and administration
cost, capital expenditure for our vessels including an equity portion on investment in newbuildings and second-hand vessels from time to time and working capital needs. We believe our working capital is sufficient to cover our short-term/present
requirements.
We have a policy of distributing dividends on a quarterly basis and we have distributed dividends for 114 consecutive quarters. Our dividend distributions are normally a
reflection of the earnings taking into account other capital commitments and working capital needs. We refer to the description of our Dividend Policy in Item 8. Financial Information, A. Consolidated Statements and other Financial Information.
We refer to further information below and in “Item 5. Operating and Financial Review and Prospects—F. Tabular Disclosure of Contractual Obligations” for disclosure of
Contractual Obligations and Financing Agreements.
Our Borrowing Activities
On February 12, 2019, we entered into the $306 million 2019 Senior Secured Credit Facility using twenty of our vessels at that time, built before year 2017, as collateral. On
December 16, 2020, we entered into a loan agreement for $30.0 million that is considered an accordion loan under the 2019 Senior Secured Credit Facility loan agreement. Six of the vessels used as collateral have been sold and as of December 31,
2024, there were 14 vessels built from 2003 to 2017 used as collateral for the outstanding loan balance as of that date.
The three 2018-built vessels, the two newbuildings delivered to us in 2022 and the 2016-built Nordic Hawk that was delivered to us in December 2023, are all financed through
Ocean Yield AS.
We refer to further description of the financing arrangements below.
2019 Senior Secured Credit Facility and $30 million Accordion Loan
On February 12, 2019, we entered into a five-year senior secured credit facility for $306.1 million, or the 2019 Senior Secured Credit Facility. Borrowings under the 2019 Senior Secured Credit
Facility are secured by first-priority mortgages over fourteen vessels built in the period from 2003 to 2017 and assignments of earnings and insurance. The loan is amortizing with a twenty-year maturity profile and carries a floating interest
rate. The loan had an original maturity date in February 2024 that was extended to February 2025.
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On December 16, 2020, we entered into a new loan agreement for the borrowing of $30.0 million, or the $“$30 million Accordion Loan. The loan is considered an accordion loan to the 2019 Senior
Secured Credit Facility loan agreement and has the same amortization profile, carries a floating interest rate and matures in February 2025. Excess cash flow payments as described above are applied to the balance of the 2019 Senior Secured Credit
Facility before being applied to the $30 million Accordion Loan. The security of the loan is attached to the security of the 2019 Senior Secured Credit Facility and has equal priority, same financial covenants and repayment clauses.
On February 6, 2025, we signed a new agreement for a five-year Senior Secured Credit Agreement with new terms, referred to as the Amended and Restated Agreement. Termination
date was set to February 13, 2029. The Amended and Restated Facility is in the amount of $150 million and is a single loan with security in 7 suezmax vessels, referred to as “the Revised Collateral”. Other vessels that were secured under the old
facility is no longer part of the lender`s collateral. There is also a delayed draw facility incorporated into the facility in the amount of $100 million to be used for additional fleet expansion on a 50% Loan to Value ratio “LTV” basis which
gives the company flexibility going forward with mandatory prepayments unless waived by lender. The Amended and Restated Agreement includes a minimum liquidity covenant of $20.0 million and a loan-to-vessel value ratio of maximum 70%. Further, on
a half year basis the agreement contains an Excess Cash mechanism that will be calculated based as the total aggregate revenue from the Vessels, less: (i) amounts due to the Lenders/Agent, and (ii) fixed amounts agreed upon by the Borrowers and
the Lenders on the Closing Date expressed on a per Vessel, per day basis, which fixed amount represents the estimated direct operating expenses, capital expenditures, and G&A in respect of the Vessels. The actual percentage of Excess Cash to
be a Mandatory Prepayment shall be determined at the time of such Excess Cash sweep based upon the then LTV.
We have repaid $8.2 million on the facilities in the twelve months ended December 31, 2025, and we had $142.8million and $72.6 million borrowed under our Amended and Restated
Agreement as of December 31, 2025, and December 31, 2024, respectively.
As of December 31, 2025, we have presented $0.9 million, net of deferred financing costs of $0.07 million, under Current Portion of Long-Term Debt. The Excess Cash Flow
payment generated from the earnings in the fourth quarter of 2025 has been waived by the lender due to immaterial amount.
Subsequent to December 31, 2025, we have repaid in total $2.5 million and the total outstanding balance as of the date of this report is $140.33 million.
Financing of 2018-built Vessels
We have three 2018-built vessels delivered from Samsung shipyard. Under the original terms of the financing agreements for these vessels, the lender provided financing of
77.5% of the purchase price for each vessel. Upon delivery, we commenced ten-year bareboat charter agreements, and we were obligated to purchase each vessel for a consideration of $13.6 million upon completion of the ten-year charter period, with
an option to purchase the vessels after eighty-four months. These purchase options must be declared six months prior to each vessel’s anniversary, and the eighty-four-month options expired during 2025. The original financing agreements included
interest charges based on a floating Secured Overnight Financing Rate, or (SOFR, element that is), subject to annual adjustment, plus a margin of 4.52% and a credit adjustment spread of 0.26%. These agreements also contain financial covenants
requiring us to maintain, on a consolidated basis, minimum value adjusted equity of $175.0 million, a minimum value adjusted equity ratio of 25%, minimum liquidity of $20.0 million, and compliance with a minimum vessel value to outstanding lease
ratio. In May 2025, we entered into an amendment to the existing loan agreements for these three vessels, which had an outstanding balance of approximately $75 million at the time. The amendment provided for an increase in principal of
approximately $15 million per vessel and extended the maturity of the loans by 60 months from the original due dates. Under the amended agreement dated May 28, 2025, the interest margin was reduced to 3.70%, the maturity profile extended to 2023,
and the final balloon payment adjusted accordingly, thereby improving the overall debt profile and liquidity position related to these vessels. The financing agreement contains certain financial covenants requiring us to on a consolidated basis
to maintain a minimum liquidity of $20.0 million and a minimum vessel value to outstanding lease clause.
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The outstanding amounts under this financing arrangement were $113.4 million and $78.1 million as of December 31, 2025, and 2024, respectively, where $10.7 million and $9.3
million, net of deferred financing costs, have been presented as Current Portion of Long-Term Debt, respectively.
Financing of 2022-built Vessels
The two vessels, Nordic Harrier and Nordic Hunter, were delivered to us in 2022. Under the terms of the financing agreements, the lender provided financing of 80.0% of the
purchase price for each of the two vessels. Upon delivery of each of the vessels, we commenced ten-year bareboat charter agreements. We have obligations to purchase the vessels upon the completion of the ten-year bareboat charter agreements for a
consideration of $16.5 million for each vessel, and we also have the option to purchase the vessels after sixty and eighty-four months. The financing agreements include interest charges composed of a floating SOFR element that is subject to
quarterly adjustment, plus a margin of 4.50% and a credit adjustment spread of 0.26%. The financing agreements contain certain financial covenants requiring us to on a consolidated basis to maintain a minimum liquidity of $20.0 million and a
minimum vessel value to outstanding lease clause.
The outstanding amounts under this financing arrangement were $68.3 million and $73.8 million as of December 31, 2025, and 2024, respectively, where $5.4 million and $5.4
million, net of deferred financing costs, have been presented as Current Portion of Long-Term Debt, respectively.
Financing of Nordic Hawk
The 2016-built vessel, Nordic Hawk, was delivered to us in December 2023. Under the terms of the financing agreement, the lender provided financing of 75.0% of the purchase
price. Upon delivery of the vessel, we entered into an eight-year bareboat charter agreement. We have an obligation to purchase the vessel for $5.9 million upon the completion of the eight-year bareboat charter agreement and we have the option to
purchase the vessel after sixty and eighty-four months. The financing agreement has an interest rate as of December 31, 2024, that is composed of a floating term SOFR element subject to quarterly adjustments and a margin of 4.76%. The financing
agreement contains certain financial covenants requiring us on a consolidated basis to maintain a minimum liquidity of $20.0 million and a minimum vessel value to outstanding lease clause.
The outstanding amounts under this financing arrangement were $41.5 million and $47.5 million as of December 31, 2025, and 2024, respectively, where $5.9 million and $5.9 million, net of deferred
financing costs, have been presented as Current Portion of Long-Term Debt, respectively.
Financing of Nordic Galaxy and Nordic Moon (2016 build vessels)
The 2016-build vessels, Nordic Galaxy and Nordic Moon, were delivered to us in April 2025. Under the terms of the financing agreement, the lender provided financing of 50% of
the purchase price. Upon delivery of the vessel, we entered into an eight-year bareboat charter agreement. We have an obligation to purchase the vessels for $8.7 million upon the completion of the eight-year bareboat charter agreement and we have
the option to purchase the vessel after sixty and eighty-four months. The financing agreement has an interest rate as of December 31, 2025, that is composed of a floating term SOFR element subject to quarterly adjustments and a margin of 3.70%.
The financing agreement contains certain financial covenants requiring us on a consolidated basis to maintain a minimum liquidity of $20.0 million and a minimum vessel value to outstanding lease clause.
The outstanding amounts under this financing arrangement were $61.7 million as of December 31, 2025, where $6.0 million, net of deferred financing costs, have been presented as Current Portion of
Long-Term Debt, respectively.
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Financing of the two newbuildings on order for delivery in 2028
We have not yet entered into any financing agreement for these two vessels ordered after year-end 2025. We expect to have financing in place well in time of delivery in 2028.
Equity
On September 29, 2021, we entered into an equity distribution agreement with B. Riley Securities, Inc, acting as sales agent, under which the Company may, from time to time,
offer and sell common stock through an At-the-Market Offering, or the $60 million 2021 ATM, program having an aggregate offering price of up to $60,000,000. In the year ended December 31, 2021, we raised gross and net proceeds (after deducting
sales commissions and other fees and expenses) of $22.3 million and $21.7 million, respectively, by issuing and selling 10,222,105 common shares. In 2022, we raised gross and net proceeds of $16.9 million and $16.5 million, respectively, by
issuing and selling 10,764,990 common shares. The $60 million 2021 ATM was terminated on February 14, 2022, after having utilized $39.2 million of the program.
On February 14, 2022, we entered into a new equity distribution agreement with B. Riley Securities, Inc, acting as sales agent, under which the Company may, from time to
time, offer and sell common stock through an At-the-Market Offering, or the $60 million 2022 ATM, program having an aggregate offering price of up to $60,000,000. In the year ended December 31, 2022, we raised gross and net proceeds of $33.6
million and $32.7 million, respectively, by selling and issuing 14,337,258 commons shares. No shares were issued in 2023. During 2024, we have issued 2,954,219 shares and the remaining available balance after this was $17.3 million under this
ATM. This ATM was subsequently cancelled and the available balance not utilized, upon the 3-year expiry of the Shelf F-3 registration statement on February 14, 2025.
On March 11, 2025, we filed a new $60 million ATM that was a part of the F-3 filing of the same date. The F-3 filing and subsequently the ATM was made effective on March 31,
2025. No shares have been issued under this new ATM.
Liquidity and covenant compliance
Cash, restricted cash and cash equivalents are predominantly held in U.S. Dollars and cash and cash equivalents was $45.9 million and $44.4 million as of December 31, 2025,
and December 31, 2024, respectively. Minor cash balances are held in NOK and EUR. Restricted cash was nil million and $5.2 million as of December 31, 2025, and December 31, 2024, respectively. The restricted cash deposit was nominated and
available for use for drydocking and other capex commitments related to the vessels used as collateral under the 2019 Senior Secured Credit Facility and we will no longer report this amount, as it is no longer a requirement under the 2025 Senior
Secured Credit Facility – as amended and restated.
We monitor compliance with our financial covenants on a regular basis and as of December 31, 2025, we were in compliance with the financial covenants in our debt facilities.
Historically, our financial minimum liquidity covenant of $20.0 million is the most sensitive covenant. We had a cash balance as of December 31, 2025, of $45.9 million.
On a regular basis, the Company performs cash flow projections to evaluate whether it will be in a position to cover the liquidity needs for the next 12-month period and the
compliance with financial and security ratios under its existing and future financing agreements. In developing estimates of future cash flows, the Company makes assumptions about the vessels’ future performance, market rates, operating expenses,
capital expenditure, fleet utilization, general and administrative expenses, loan repayments and interest charges. The assumptions applied are based on historical experience and future expectations.
We prepare cash flow projections for different scenarios and a key input factor to the cash flow projections is the estimated freight rates. We apply an average of several
broker estimates in combination with own estimates for the coming 12-months’ period. The average freight rates achieved in 2025 have been strong compared to the historical long-term average freight rates achieved by the Company. As such, the
Company has generated significant positive cash flows from operations that could be used for dividends, investments, or repayment of outstanding loan balances.
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Given the strong market conditions, the availability of secured financing, a number of unencumbered vessels, and the renewed at-the-market (ATM) program, the Company believes
it is well-positioned financially to meet its obligations and support future growth.
Contractual Obligations
The Company’s contractual obligations as of December 31, 2025, consisted mainly of our obligations as borrower under the 2025 Senior Secured Credit Facility, amended and
restated and our obligations related to financing of our eight vessels with Ocean Yield.
The following table sets out financing and contractual obligations outstanding as of December 31, 2025.
Contractual Obligations in $’000s Total Less than 1 year 1-3 years 3-5 years More than 5 years
Senior Secured Credit Facility Amended and restated $150 million (1) 142,781 7,500 15,000 120,281 -
Interest Payments (2) 35,581 12,120 22,195 1,266 -
Financing of 2018-build Vessels (3) 113,394 11,061 22,151 22,121 58,061
Interest Payments (4) 40,214 8,139 13,718 10,397 7,961
Financing of 2022-built Vessels (5) 68,344 5,500 11,015 11,000 40,830
Interest Payments (6) 27,816 5,658 9,885 7,997 4,276
Financing of Nordic Hawk (7) 41,524 6,000 12,016 12,000 11,508
Interest Payments (8) 12,362 3,360 5,159 3,102 740
Financing of Nordic Galaxy/Moon (9) 61,667 6,083 12,183 12,166 31,235
Interest Payments (10) 21,778 4,444 7,503 5,668 4,196
Operating Lease Liabilities (11) 325 325 - - -
Total 565,821 70,190 130,825 205,999 158,807
Notes:
(1) Refers to obligation to repay indebtedness outstanding under the 2025 Amended and restated Senior Secured Credit Facility.
(2) Refers to the estimated interest payments over the term of indebtedness outstanding under the 2025Amended and restated Senior Secured Credit Facility of December 31, 2025. Estimate is based on applicable interest rate, agreed amortization and balance outstanding as of December 31, 2025.
(3) Refers to obligation to repay indebtedness outstanding as of December 31, 2025, for three 2018-built vessels.
(4) Refers to estimated interest payments over the term of the indebtedness outstanding as of December 31, 2025, for the amended financing of the three 2018-built vessels. Estimate is based on applicable interest rate as of December 31, 2025. The SOFR element included in the interest rates are adjusted on a quarterly basis.
(5) Refers to obligation to repay indebtedness outstanding as of December 31, 2025, for the two 2022-built Vessels.
(6) Refers to estimated interest payments over the term of the indebtedness outstanding as of December 31, 2025, for the financing of the two 2022-built Vessels. Estimate is based on applicable interest rate as of December 31, 2025. The SOFR element included in the interest rates are adjusted on a quarterly basis.
(7) Refers to obligation to repay indebtedness outstanding as of December 31, 2025, for the 2016-built vessel, Nordic Hawk.
(8) Refers to estimated interest payments over the term of the indebtedness outstanding as of December 31, 2025, for the financing of the 2016-built vessel, Nordic Hawk. Estimate is based on applicable interest rate as of December 31, 2025. The SOFR element included in the interest rates is adjusted on a quarterly basis.
(9) Refers to obligation to repay indebtedness outstanding as of December 31, 2025, for the 2016-built vessel, Nordic Galaxy and Nordic Moon.
(10) Refers to estimated interest payments over the term of the indebtedness outstanding as of December 31, 2025, for the financing of the 2016-built vessel, Nordic Galaxy and Nordic Moon. Estimate is based on applicable interest rate as of December 31, 2025. The SOFR element included in the interest rates is adjusted on a quarterly basis.
(11) Refers to the future obligation as of December 31, 2025, to pay for operating lease liabilities at nominal values.
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As of December 31, 2025, we do not have any liabilities, contingent or otherwise, that we would consider to be off-balance sheet arrangements.
Cash Flows
The following table shows our net cash flows from operating, investing and financing activities for the periods ended December 31, 2025, 2024 and 2023.
All figures in USD ‘000 2025 2024 2023
Net Cash Provided by Operating Activities 19,824 128,158 139,445
Net Cash Used in Investing Activities (87,699 ) (2,620 ) (73,670 )
Net Cash Provided by / (Used In) Financing Activities 68,993 (115,051 ) (95,672 )
Net Increase / (Decrease) in Cash, Cash Equivalents and Restricted cash 1,118 10,487 (29,897 )
Cash, Cash Equivalents and Restricted Cash at Beginning of Year 44,384 33,361 63,302
Effect of Exchange Rate Changes on Cash and Cash Equivalents 361 536 (44 )
Cash, Cash Equivalents and Restricted Cash at End of Year 45,863 44,384 33,361
YEAR ENDED DECEMBER 31, 2025, COMPARED TO YEAR ENDED DECEMBER 31, 2024
Cash flows provided by operating activities decreased to $19.8 million for the year ended December 31, 2025, from $128.22 million for the year ended December 31, 2024. The
change in cash flows provided by operating activities was primarily due to decreases in market rates achieved in 2025 compared to 2024.
Cash flows used in investing activities increased to $87.7 million for the year ended December 31, 2025, compared to $2.6 million for the year ended December 31, 2024. The
increase of cash flow used in investing activities was primarily due to the acquisition of two 2016 build vessels.
Cash flows provided by financing activities increased to $68.9 million for the year ended December 31, 2025, compared to cash flow
used in financing activities of $115.1 million for the year ended December 31, 2024. The increase was primarily due to proceeds from borrowing activities received in 2025 related to refinancing of the Senior Secured Credit Facility with Beal
Bank and the refinancing of the three 2018-build vessels financed through Ocean Yield.
The cash, restricted cash and cash equivalents was $45.9 million as of December 31, 2025.
YEAR ENDED DECEMBER 31, 2024, COMPARED TO YEAR ENDED DECEMBER 31, 2023
Cash flows provided by operating activities decreased to $128.2 million for the year ended December 31, 2024, from $139.4 million for the year ended December 31, 2023. The
change in cash flows provided by operating activities was primarily due to decreases in market rates achieved in 2024 compared to 2023.
Cash flows used in investing activities decreased to $2.62 million for the year ended December 31, 2024, compared to $73.7 million for the year ended December 31, 2023. The
decrease of cash flows used in investing activities was primarily due to the acquisition of one new vessel in 2023 and no additions to the fleet during 2024.
Cash flows used in financing activities increased to ($115.1) million for the year ended December 31, 2024, compared to cash flow provided by financing activities of ($95.7)
million for the year ended December 31, 2023. The increase was primarily due to proceeds from borrowing activities received in 2023 related to acquisition of one new vessel in 2023, compared to no new borrowings in 2024.
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The cash, restricted cash and cash equivalents was $44.4 million including $5.2 million in restricted cash as of December 31, 2024.
C. Research and Development, Patents and Licenses, Etc.
Not applicable.
D. Trend Information
The oil tanker industry has been highly cyclical, experiencing volatility in charter hire rates and vessel values resulting from changes in the supply of and demand for crude
oil and tanker capacity. See “Item 4. Information on the Company—B. Business Overview –The International Tanker Market.”
E. Critical Accounting Estimates
We prepare our financial statements in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. On a regular basis, management reviews the
accounting policies, assumptions, estimates and judgments to ensure that our consolidated financial statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with
certainty, actual results could differ from our assumptions and estimates, and such differences could be material. For a description of our material accounting policies, please read Item 18. Financial Statements Note 2 - Summary of Significant
Accounting Policies.
Revenues and voyage expenses
Revenues are recognized on an accrual’s basis over the duration of each spot charter. For vessels operating on spot charters, voyage revenues are recognized ratably over the
estimated length of each voyage, calculated on a load-to-discharge basis under ASC 606 and, therefore, are allocated between reporting periods based on the relative transit time in each period, and revenue is therefore recognized on a pro-rata
basis commencing on the date that the cargo is loaded and concluded on the date of discharge of the cargo. Voyage expenses are capitalized between the discharge port of previous cargo, or contract date if later, and the load port of the cargo to
be chartered if they qualify as fulfilment costs. Incremental cost to obtain a contract is capitalized and amortized on a straight-line basis over the estimated length of each voyage, calculated on a load-to-discharge basis, in line with
fulfilment of the performance obligation. Voyage expenses are recognized when such costs are incurred. We do not capitalize fulfilment cost or recognize revenue when a charter has not been contractually committed to by a customer.
Vessels – Depreciation, Impairment, Useful life and Residual values
The carrying value of the Company’s vessels reflects each vessel’s original cost price at the time it was acquired less accumulated depreciation calculated using an estimated
useful life of 25 years from the date of delivery from the shipyard. Depreciation is calculated based on cost less estimated residual value using the straight-line method. The carrying values of the Company’s vessels may not represent their fair
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 tend to be cyclical.
Our vessels are evaluated for possible impairment whenever events or changes in circumstances indicate that the carrying amount of a vessel may not be recoverable.
Undiscounted future cash flows are estimated on a vessel-by-vessel basis if events or circumstances indicate that carrying amounts may not be recoverable. If the estimated undiscounted future cash flows expected from continued use of the vessel
and its eventual disposal is less than the carrying amount of the vessel, the vessel is deemed to be impaired. When applicable, we also consider if there are other factors that impact the probability for disposal of a vessel at its fair value
before the end of its useful life. If a vessel is deemed to be impaired, the impairment charge is recognized based on the difference between the fair value of the vessel and its carrying value. Fair value is based on broker estimates that could
be adjusted if there are actual entity-specific comparable transactions available. A new cost basis is established if the vessel’s carrying value is reduced after impairment charge is recorded.
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As of December 31, 2025, we have considered as a first step whether there were events or changes in circumstances that may indicate that the carrying value of our vessels may
not be recoverable including a consideration of whether any of the key forward-looking assumptions applied in an impairment analysis, which include preparing estimates of future undiscounted cash flows, have developed negatively. There are
several positive factors identified in the areas we closely monitor, such as (1) the improved freight rates that materialized in the second half of 2025 have continued in 2026, (2) broker estimates for the coming years predict freight rates
significantly above historical earnings, (3) an order book for Suezmax tankers that is still considered muted and (4) vessel values experienced a decline during the period but has continued to uphold at solid levels that do not trigger impairment
under applicable accounting standards. As a result, no indicators of impairment were identified in 2025.
When impairment indicators are identified, we develop estimates of future undiscounted cash flows, where we make assumptions and estimates about the vessels’ future
performance, with the significant assumptions being related to charter rates, fleet utilization, operating expenses, capital expenditures/periodical maintenance, residual value and the estimated remaining useful life of each vessel. Many of these
assumptions are relatively stable over time. However, charter rates are volatile and require management to apply significant judgment when assessing if impairment indicators are present, and when they are, for estimating future charter rates when
preparing estimates of undiscounted cash flows.
The assumptions used to develop estimates of future undiscounted cash flows, when necessary, are based on historical trends as well as future expectations. The estimated net
operating revenues are determined by considering an estimated daily time charter equivalent for the remaining operating days over the useful life of the vessel. The daily time charter equivalent rates are converted to annual forecasted revenues
by multiplying the daily rate by the number of days in the year less days for expected off-hire and dry-docking. Although the Company believes that the assumptions used to evaluate potential impairment are reasonable and appropriate, such
assumptions are subjective. There can be no assurance whether the actual outcome will be close to the estimates and assumptions applied, as the tanker market is volatile in respect of both vessel values and charter rates, and we might experience
changes in demand for transportation services, oil production, regulations and the size of the global tanker fleet.
The most important assumption in determining undiscounted cash flows, when necessary, is the estimated charter rates. Charter rates are volatile, and the analyses have in
prior periods been based on market rates obtained from third parties, in combination with historical rates achieved by us. We have historically applied an estimated daily time charter equivalent based on an average of several broker estimates for
the first two years of our analysis. For the remaining period from year three and to the end of the useful life of each vessel, we have historically applied a daily time charter equivalent equaling the trailing fifteen-year historical
company-specific average spot market rate. The broker estimates applied in year one and two are considered a more precise forecast as it captures the shorter-term expected market development of our business. The broker estimates are normally not
available for a period exceeding two years. For year 3 and beyond, we believe that the 15-year historical company-specific average is a reasonable proxy for our expected cash flows as this average is most likely to encompass the charter rate
cycles that our vessels will experience. We also monitor other external and internal factors including, but not limited to, our market capitalization, industry regulations, cost of operating the vessels and technological developments.
When we calculate the expected undiscounted net cash flows for the vessels, we deduct operating expenses and expected cost of dry-docking and other expected capital
expenditures from the operating revenues before adding an estimated residual value of the vessel at the end of its useful life. The operating expenses applied are based on the forecasted operating cost for the vessels, which is adjusted in
subsequent periods for expected growth. We have historically applied a compounded growth factor to the operating expenses, which is calculated based on the average increase in our operating expenses over the last fifteen years. Estimated cash
outflows for dry-docking are based on historical and forecasted expenditure. Vessel utilization is based on historical average levels achieved. The residual value applied is a long-term estimate based on an estimated market price of scrap per ton
multiplied by lightweight tonnage of the vessel, less estimated cost associated with scrapping the vessel. The scrap price applied is less than the prevailing scrap price for steel and is based on observation over a longer period of time to
capture both peaks and troughs in metal prices. A residual value of $8.0 million has been applied for depreciation purposes in the financial year ended December 31, 2025. All vessels are maintained for and assumed to have a useful life of 25
years.
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Further, we consider if there are present factors that impact the probability of disposal of a vessel before the end of its estimated useful life. These factors could include
the current price of second-hand vessels, expected capital expenditure, prevailing freight rates and the price of oil. As of December 31, 2025, two vessels were classified as held for sale, with the remaining vessels classified as held for use.
Our fleet of Suezmax vessels has experienced a positive valuation trend over the past several years, with values at the end of 2025 exceeding those observed in 2024 and 2023.
The increase in vessel values has been primarily driven by strong freight rates in the Suezmax tanker market, increased tonne-mile, demand linked to ongoing geopolitical developments, and a relatively constrained supply of modern tonnage. In
addition, higher newbuilding costs, including increased steel prices and shipyard capacity have supported secondhand vessel values. Market activity has continued to be robust, reflecting sustained investor interest in tanker assets.
Estimates of market value assume that vessels are in good and seaworthy condition without need for repair and would be certified in class without notations of any kind. Most
oil companies require CAP 2 notation or better. All relevant vessels in our fleet have CAP1 notation for Hull, as well as Machinery & Cargo. CAP is an abbreviation for Condition Assessment Program. The quality of the NAT fleet is at the top
as evidenced by our vetting statistics, that is, inspections of our ships by clients. In such vetting processes, safety for our crew, the environment and our assets are main considerations.
We believe that our fleet should be valued as a transportation system as it is not meaningful under our strategy to solely assess the value of each individual vessel and view
the valuation of the Company solely based upon net asset value, or NAV, a measure that only is linked to the steel value of our ships. We have our own ongoing system value with a large and homogenous fleet allowing us to offer our transportation
services to our clients across the globe, well-functioning processes and established customer relationships with oil majors and other reputable customers.
The carrying value of our vessels as of December 31, 2025, is $784.22 million, including the two vessels classified as held for sale as of December 31, 2025. We have obtained
broker estimates from two independent shipbrokers indicating a fair market value of our vessels held and used on a charter free basis to be $1,096.00 million, based on an average of the two estimates including the inherent uncertainty in such
estimates.
Vessel Built Deadweight Tons Carrying Value $ (millions) Dec 31, 2025 Carrying Value $ (millions) Dec 31, 2024
Nordic Pollux 2003 150,103 24.4 13.9
Nordic Luna* 2004 150,037 26.1 16.3
Nordic Freedom 2005 159,331 29.5 23.3
Nordic Sprinter* 2005 159,089 29.5 18.5
Nordic Skier 2005 159,089 29.5 19.2
Nordic Light 2010 158,475 44.3 35.6
Nordic Cross 2010 158,475 44.3 35.7
Nordic Vega** 2010 163,940 39.8 44.7
Nordic Breeze 2011 158,597 48.3 36.9
Nordic Zenith 2011 158,645 48.3 37.4
Nordic Hawk 2016 157,594 66.5 68.0
Nordic Star 2016 157,738 66.9 46.6
Nordic Galaxy 2016 157,781 68.6 -
Nordic Moon 2016 157,718 68.6 -
Nordic Space 2017 157,582 69.9 47.1
Nordic Tellus 2018 157,407 73.0 46.6
Nordic Aquarius 2018 157,338 73.0 45.2
Nordic Cygnus 2018 157,526 73.0 45.6
Nordic Hunter 2022 157,037 86.4 52.0
Nordic Harrier 2022 157,094 86.4 51.6
* The vessel marked with an asterisk are classified as “Held for Sale” as of December 31, 2025.
** The vessel has a fair value that is lower than the carrying value.
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Events and circumstances which could impact assumptions related to future cash flows of our vessels include:
• Declines in prevailing market charter rates
• Changes in behaviors and attitudes of our charterers towards actual and preferred technical, operational and environmental standards
• Changes in regulations over the requirements for the technical and environmental capabilities of our vessels
• Unexpected changes in the levels of Suezmax tanker newbuilding orders or recycling
• Increased inflation as a result of factors outside our control
• Changes in steel prices
• Political uncertainty including changes in trading routes and demand