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 November 2016
Commission File Number: 001-36484

 
 
NORDIC AMERICAN OFFSHORE LTD.
(Translation of registrant's name into English)

 
 
Canon's Court, 22 Victoria Street, Hamilton HM EX, Bermuda
(Address of principal executive office)

 
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F  ☒           Form 40-F  
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): 
Note: Regulation S-T Rule 101(b) (1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): 
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
 



INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached as Exhibit 99.1 is a press release of Nordic American Offshore (the "Company") dated November 14, 2016, announcing the Company's dividend and earnings report for the third quarter of 2016.

This Report on Form 6-K is hereby incorporated by reference into the Company's Registration Statement on Form F-3 (333-208592), which was declared effective by the Securities and Exchange Commission (the "SEC") on December 31, 2015, and the Company's Registration Statement on Form F-3 (333-208351), which was delcared effective by the SEC on December 18, 2015.
 
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
             
 
 
  
 
         NORDIC AMERICAN OFFSHORE LTD.
 
 
  
 
(registrant)
       
Dated: November 15, 2016
 
  
 
By:
 
/S/    HERBJØRN HANSSON        
 
 
  
 
  
 
Herbjørn Hansson
Chairman, Chief Executive Officer and President
 
 
  
 
  
 
  


Exhibit 99.1


Nordic American Offshore Ltd. (NYSE:NAO) - 3Q2016 Dividend and Earnings Report
Hamilton, Bermuda, November 14, 2016.
The operating cash flow1 for Nordic American Offshore Ltd. ("NAO" or "the Company") was -$3.4m in 3Q2016. NAO is better positioned compared with other companies in the industry.  During the quarter we saw a number of financial restructurings. Access to financing is a competitive advantage for NAO.
NAO has ten high-quality Platform Supply Vessels (PSVs) built in Norway in the period 2012-2016. At the end of the quarter seven of our ten vessels are in operation. We continue to focus on developing the relationship with our clients. NAO sees opportunities to grow the Company. Acquisitions have to be accretive for our earnings and dividends over time.
The basic features of NAO are similar to the successful structure of the NYSE listed Nordic American Tankers Limited.
The Board has declared a dividend of $0.03 per share for 3Q2016 to shareholders on record as of November 23, 2016. The payment of the dividend is expected to take place on or about December 7, 2016. Since its original establishment in late 2013, NAO has paid dividends for 11 consecutive quarters, totaling $2.57 per share, including the dividend to be paid about December 7, 2016.
The North Sea is at the present time the geographical market area for NAO.
Key points to consider:
·
Earnings per share (EPS) has been: -$0.42 for 3Q2016, -$0.36 for 2Q2016 and -$0.13 for 3Q2015.
·
EPS does not take into account financial risk. i.e. the debt level of a company.
·
Operating cash flow per share has been: -$0.16 for 3Q2016, -$0.12 for 2Q2016 and $0.04 for 3Q2015.
·
NAO had at the end of 3Q2016 total net debt of $127.5m for its ten vessel fleet, or about $12.7m per vessel. The credit facility of $150m matures in March 2020.
·
NAO has a low cash breakeven level of about $11,500 per day per vessel, including financing and G&A costs.
Financial Information
The Board has declared a cash dividend of $0.03 per share for 3Q2016 to shareholders of record as of November 23, 2016. The payment date is on or about December 7, 2016.
Net Loss (accountingwise) was -$8.6m in 3Q2016. In 2Q2016 and 3Q2015 the comparable figures were -$7.4m and -$3.1m, respectively.


1 Operating cash flow is an important dimension in the industry, but it is a non-GAAP measure. Please see later in this announcement for a reconciliation of operating cash flow to income (loss) from vessel operations.


The Company's operating cash flow was -$3.4m in 3Q2016. In 2Q2016 and 3Q2015 operating cash flow was -$2.5m and $1.0m, respectively.
At the end of 3Q2016, net debt per NAO vessel was $12.7m. NAO has in place until early 2020 a non-amortizing credit facility of $150m. Several service companies in our sector are in a difficult financial position. Going forward, NAO sees opportunities for expansion.
We concentrate on keeping our vessel operating costs low, while always maintaining our strong commitment to safe operations. As we expand our fleet, we do not anticipate that our administrative costs will rise correspondingly.
As reported July 18, 2016, Marianne Lie, who has a wealth of experience from the offshore sector and from top positions in other companies, assumed position as Executive Vice Chair of NAO. Tor Øyvind Bjørkli, the Managing Director of NAO, is reporting to Ms. Lie. This reorganization strengthens NAO.
For further details on our financial position for 3Q2016, 2Q2016 and 3Q2015, please see later in this release. Our 2015 Annual Report (Form 20-F) contains a large amount of information about NAO. This report was filed with the SEC March 23, 2016 and can be found on our web site www.nao.bm.
The Fleet
Our fleet is comprised of ten high-quality PSVs. All our trading vessels operate in the UK and in the Norwegian sectors of the North Sea. The vessels may operate in either sector or elsewhere. The significant fuel efficiency, and corresponding low emissions of our ships are attractive features for our clients.
The Company's objective is to ensure spot or term employment for the fleet. The specifications of the Company's vessels are by and large the same.
Strategy Going Forward
The main elements of NAO's strategy is based on quarterly dividends, low debt, low G&A costs, high liquidity in the stock and full transparency. Growth of the fleet is a central part of our strategy.
Our dividend policy has the objective to achieve a competitive cash yield and a positive Total Return2 over time.
NAO is firmly committed to protecting its underlying earnings, dividend potential and strong balance sheet.
We shall endeavor to safeguard and further strengthen the position in a deliberate, predictable and transparent way.
We encourage prospective investors interested in the Offshore Supply Vessel sector to consider buying shares in NAO.

* * * * *


2 Total Return is defined as stock price plus dividends, assuming dividends are reinvested in the stock.

NORDIC AMERICAN OFFSHORE LTD.
                    
 
                              
CONSOLIDATED CONDENSED STATEMENTS OF OPERATION
  
Three Months Ended
    
Nine Months Ended
  
 
Sep. 30, 2016 (unaudited)
    
Jun. 30, 2016 (unaudited)
    
Sep. 30, 2015 (unaudited)
    
Sep. 30, 2016 (unaudited)
    
Sep. 30, 2015 (unaudited)
  
Amounts in USD '000
                               
Net Charter Revenue
    
3,960
      
5,070
      
7,954
      
13,882
      
28,164
  
                                         
Vessel Operating Costs
    
(6,122
)
    
(6,482
)
    
(6,049
)
    
(18,556
)
    
(18,866
)
General and Administrative Costs
    
(1,249
)
    
(1,076
)
    
(912
)
    
(3,436
)
    
(3,197
)
Depreciation Cost
    
(4,264
)
    
(4,010
)
    
(3,358
)
    
(11,915
)
    
(10,630
)
Operating Costs
    
(11,635
)
    
(11,568
)
    
(10,318
)
    
(33,906
)
    
(32,694
)
Net Operating Loss
    
(7,675
)
    
(6,498
)
    
(2,364
)
    
(20,024
)
    
(4,530
)
                                         
Interest Income
    
2
      
2
      
0
      
7
      
34
  
Interest Costs
    
(1,020
)
    
(786
)
    
(466
)
    
(2,367
)
    
(1,306
)
Other Financial Income (Costs)
    
55
      
(109
)
    
(271
)
    
66
      
(605
)
Total Other Costs
    
(962
)
    
(893
)
    
(737
)
    
(2,294
)
    
(1,877
)
Income taxes
    
(0
)
    
(0
)
    
0
      
(0
)
    
0
  
Net Loss
    
(8,637
)
    
(7,392
)
    
(3,101
)
    
(22,318
)
    
(6,407
)
Basic Loss per Shares
    
(0.42
)
    
(0.36
)
    
(0.13
)
    
(1.06
)
    
(0.27
)
Basic Weighted Average Number of Common Shares Outstanding
    
20,705,616
      
20,779,781
      
23,172,624
      
21,024,011
      
23,343,195
  
Common Shares Outstanding
    
20,686,847
      
20,713,748
      
22,931,396
      
20,686,847
      
22,931,396
  
 
 
CONSOLIDATED CONDENSED BALANCE SHEETS

Amounts in USD '000 
  
Sep. 30, 2016
 (unaudited)
    
Sep. 30, 2015
 (unaudited)
    
Dec. 31, 2015
(unaudited)1
  
                   
Cash and Cash Equivalents
    
3,667
      
7,432
      
5,339
  
Accounts Receivable, net
    
2,215
      
3,714
      
3,975
  
Prepaid Expenses
    
1,273
      
275
      
385
  
Inventory
    
1,441
      
930
      
794
  
Other Current Assets
    
974
      
3,590
      
4,072
  
Total current assets
    
9,570
      
15,941
      
14,565
  
Vessels, Net
    
371,187
      
317,519
      
313,642
  
Deposit on Contracts for Vessels
    
0
      
7,962
      
7,993
  
Other Non-current Assets
    
897
      
1,256
      
1,167
  
Total non-current assets
    
372,084
      
326,737
      
322,802
  
Total Assets
    
381,654
      
342,677
      
337,367
  
                         
Accounts Payable
    
497
      
1,115
      
641
  
Accounts Payable, related party
    
633
      
511
      
596
  
Other Current Liabilities
    
3,189
      
6,033
      
6,498
  
Total Current liabilities
    
4,319
      
7,659
      
7,735
  
Long-term Debt
    
132,000
      
42,000
      
47,000
  
Other Long-term Liabilities
    
685
      
2,147
      
1,775
  
Total Non-current Liabilities
    
132,685
      
44,147
      
48,775
  
Shareholders' Equity
    
244,649
      
290,871
      
280,857
  
Total Liabilities and Shareholders' Equity
    
381,654
      
342,677
      
337,367
  

 

1 Annual 2015 financial information derived from audited financial statements
 
 
NORDIC AMERICAN OFFSHORE LTD.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW
  
Nine Months Ended
    
Twelve Months Ended
  
   
Sep. 30, 2016
    
Sep. 30, 2015
    
Dec. 31, 2015
  
Amounts in USD '000 
  
(unaudited)
    
(unaudited)
    
(unaudited)1
  
                   
Net Cash Provided by (Used in) Operating Activities
    
(11,011
)
    
7,627
      
5,987
  
                         
Investment in Vessels
    
(61,584
)
    
(63,480
)
    
(63,529
)
Down payment on Contracts
    
0
      
(1,661
)
    
(1,693
)
Net Cash Provided by (Used in) Investing Activities 
    
(61,584
)
    
(65,141
)
    
(65,222
)
                         
Net Proceeds from Issuance of Common Stock
    
0
      
0
      
(17
)
Proceeds from Use of Credit Facility
    
85,000
      
42,000
      
47,000
  
Credit Facility Costs
    
0
      
(1,217
)
    
(1,217
)
Repurchase of Treasury Stock
    
(8,513
)
    
(3,451
)
    
(5,590
)
Cash Dividends Paid to Shareholders
    
(5,376
)
    
(18,484
)
    
(21,922
)
Net Cash Provided by (Used in) Financing Activities
    
71,111
      
18,848
      
18,253
  
                         
Net Increase (Decrease) in Cash and Cash Equivalents
    
(1,484
)
    
(38,666
)
    
(40,982
)
Effect of exchange rate changes on Cash
    
(188
)
    
(300
)
    
(78
)
Cash and Cash Equivalents at Beginning of Period 
    
5,339
      
46,398
      
46,398
  
Cash and Cash Equivalents at End of Period 
    
3,667
      
7,432
      
5,339
  

1 Annual 2015 financial information derived from audited financial statements
 

NORDIC AMERICAN OFFSHORE LTD.
                    
                               
RECONCILIATION OF NON-GAAP
 FINANCIAL MEASURES
  
Three Months Ended
    
Nine Months Ended
  
Amounts in USD '000
  
Sep. 30, 2016
(unaudited)
    
Jun. 30, 2016
(unaudited)
    
Sep. 30, 2015
 (unaudited)
    
Sep. 30, 2016
(unaudited)
    
Sep. 30, 2015
 (unaudited)
  
Net Operating Loss
    
(7,675
)
    
(6,498
)
    
(2,364
)
    
(20,024
)
    
(4,530
)
Depreciation Costs
    
4,264
      
4,010
      
3,358
      
11,915
      
10,630
  
Operating Cash Flow (1)
    
(3,410
)
    
(2,488
)
    
994
      
(8,109
)
    
6,100
  

(1) Operating cash flow represents income (loss) from vessel operations before depreciation and non-cash administrative charges. Operating cash flow is included because certain investors use this data to measure a shipping company's financial performance. Operating cash flow is not required by accounting principles generally accepted in the United States and should not be considered as an alternative to net income or any other indicator of the Company's performance required by accounting principles generally accepted in the United States.





CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Matters discussed in this press release may constitute forward-looking statements.  The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.

The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words "believe," "anticipate," "intend," "estimate," "forecast," "project," "plan," "potential," "may," "should," "expect," "pending" and similar expressions identify forward-looking statements.

The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management's examination of historical operating trends, data contained in our records and other data available from third parties.  Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.  We undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand in the PSV market, as a result of changes in the general market conditions of the oil and natural gas industry which influence charter hire rates and vessel values, demand in platform supply vessels, our operating expenses, including bunker prices, dry docking and insurance costs, governmental rules and regulations or actions taken by regulatory authorities as well as potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, the availability of financing and refinancing, vessel breakdowns and instances of off-hire and other important factors described from time to time in the reports filed by the Company with the Securities and Exchange Commission.

Contacts:

Herbjørn Hansson, Chairman
Nordic American Offshore Ltd.
Tel: +1 866 805 9504 or +47 90 14 62 91
Jan H. A. Moller, Head of I&R & Financial Manager
Nordic American Offshore Ltd.
Tel: +47 33 42 73 00 or +47 90 11 53 75
 
Marianne Lie, Executive Vice Chair
Nordic American Offshore Ltd.
Tel.: +47 91 64 55 06
Tor-Øyvind Bjørkli, Managing Director
Nordic American Offshore Ltd.
Tel: +47 90 62 70 14
 
Turid M. Sørensen, CFO
Nordic American Offshore Ltd.
Tel: +47 33 42 73 00 or +47 90 57 29 27
Web-site: www.nao.bm
Gary J. Wolfe
Seward & Kissel LLP
New York, USA
Tel: +1 212 574 1223