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What changed in DHT Holdings, Inc.'s 20-F — 2022 vs 2023

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Paragraph-level year-over-year comparison of DHT Holdings, Inc.'s 2022 and 2023 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+350 added−382 removedSource: 20-F (2024-03-20) vs 20-F (2023-03-23)

Top changes in DHT Holdings, Inc.'s 2023 20-F

350 paragraphs added · 382 removed · 286 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

94 edited+18 added−18 removed163 unchanged
Biggest changeThe amounts that we have available, if any, to pay distributions to our stockholders could be impacted by changes in the cost of operating our vessels. When a tanker changes ownership or technical management, it may lose customer approvals. Most users of seaborne oil transportation services will require vetting of a vessel before it is approved to service their account.
Biggest changeWhen a tanker changes ownership or technical management, it may lose customer approvals. Most users of seaborne oil transportation services will require vetting of a vessel before it is approved to service their account. This represents a risk to our company as it may be difficult to efficiently employ the vessel until such vetting approvals are in place.
On November 1, 2022, carbon intensity measures came into force that require ships to calculate their Energy Efficiency Index (“EEXI”), which indicates a ship’s efficiency compared to a specified baseline, and their annual operational Carbon Intensity Indicator (CII) and CII rating.
On November 1, 2022, carbon intensity measures came into force that require ships to calculate their Energy Efficiency Index (“EEXI”), which indicates a ship’s efficiency compared to a specified baseline, and their annual operational Carbon Intensity Indicator (“CII”) and CII rating.
These factors, combined with volatile oil prices and declining business and consumer confidence, have precipitated fears of a possible economic recession and a tightening in the credit markets, low levels of liquidity in financial markets and volatility in credit and equity markets.
Further, these factors, combined with volatile oil prices and declining business and consumer confidence, have precipitated fears of a possible economic recession and a tightening in the credit markets, low levels of liquidity in financial markets and volatility in credit and equity markets.
Due to concern over the risks of climate change, a number of countries and the IMO have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emission and other emissions from ships.
Due to concern over the risks of climate change, a number of countries and the IMO have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas (“GHG”) emission and other emissions from ships.
For example, long-term concerns over climate change have resulted in an increased focus on the environmental footprint of the energy and transportation sectors from regulators, shareholders, customers, environmental groups and other stakeholders and could lead to a decrease in oil and gas demand or create a more negative perception of the oil and gas industry, which could impact our ability to attract investors, access financing and capital markets and attract and retain talent.
For example, long-term concerns over climate change have resulted in an increased focus on the environmental footprint of the energy and transportation sectors from regulators, shareholders, lending banks, customers, environmental groups and other stakeholders and could lead to a decrease in oil and gas demand or create a more negative perception of the oil and gas industry, which could impact our ability to attract investors, access financing and capital markets and attract and retain talent.
The factors that influence the demand for tanker capacity include: • demand for oil and oil products, which affects the need for tanker capacity; • global and regional economic and political conditions which, among other things, could impact the supply of oil as well as trading patterns and the demand for various types of vessels; • changes in the production of crude oil, particularly by OPEC and other key producers, which could impact the need for tanker capacity; • developments in international trade, protectionism and market fragmentation; • changes in seaborne and other transportation patterns, including changes in the distances that cargoes are transported; • environmental concerns and regulations; • international sanctions, embargoes, import and export restrictions, nationalizations and wars; • weather; and • competition from alternative sources of energy. • The factors that influence the supply of tanker capacity include: • the number of newbuilding deliveries; • the scrapping rate of older vessels; • the number of vessels that are out of service; and • environmental and maritime regulations.
The factors that influence the demand for tanker capacity include: • demand for oil and oil products, which affects the need for tanker capacity; • global and regional economic and political conditions which, among other things, could impact the supply of oil as well as trading patterns and the demand for various types of vessels; • changes in the production of crude oil, particularly by OPEC and other key producers, which could impact the need for tanker capacity; • developments in international trade, protectionism and market fragmentation; • changes in seaborne and other transportation patterns, including changes in the distances that cargoes are transported; • environmental concerns and regulations; • international sanctions, embargoes, import and export restrictions, nationalizations and wars; 12 Table of Contents • weather; and • competition from alternative sources of energy. • the factors that influence the supply of tanker capacity include: • the number of newbuilding deliveries; • the scrapping rate of older vessels; • the number of vessels that are out of service; and • environmental and maritime regulations.
The European Union Code of Conduct Group has assessed the tax policies of a range of countries, including the Marshall Islands, where we and 20 of our vessel-owning subsidiaries are incorporated, the Cayman Islands, where seven of our vessel-owning subsidiaries are incorporated; and Bermuda (together with the Marshall Islands and the Cayman Islands, collectively, “Economic Substance Jurisdictions”), where our principal executive offices are located.
The European Union Code of Conduct Group has assessed the tax policies of a range of countries, including the Marshall Islands, where we and 17 of our vessel-owning subsidiaries are incorporated, the Cayman Islands, where seven of our vessel-owning subsidiaries are incorporated; and Bermuda (together with the Marshall Islands and the Cayman Islands, collectively, “Economic Substance Jurisdictions”), where our principal executive offices are located.
Based on our review of the applicable United States Securities and Exchange Commission (“SEC”) documents, we believe that we qualified for this statutory tax exemption in 2022 and we will take this position for U.S. federal income tax return reporting purposes.
Based on our review of the applicable United States Securities and Exchange Commission (“SEC”) documents, we believe that we qualified for this statutory tax exemption in 2023 and we will take this position for U.S. federal income tax return reporting purposes.
We cannot assure you that we will be able to refinance our indebtedness incurred under the secured credit facilities which may increase our cost of borrowing or cause us to issue additional equity securities which would be dilutive to existing shareholders.
We cannot assure you that we will be able to refinance our indebtedness incurred under the secured credit facilities which may increase our cost of borrowing or cause us to issue additional equity securities which could be dilutive to existing shareholders.
It is possible that such conflict could disrupt supply chains and cause instability in the global economy. Additionally, the ongoing conflict could result in the imposition of further economic sanctions by the United States and the European Union against Russia.
It is possible that such conflicts could disrupt supply chains and cause instability in the global economy. Additionally, the ongoing conflict in Ukraine could result in the imposition of further economic sanctions by the United States and the European Union against Russia.
Terrorist attacks, international hostilities, and the emergence or continuation of a global public health threat, such as the COVID-19 pandemic crisis, could affect the demand for oil transportation, which could adversely affect our business.
Terrorist attacks, international hostilities, and the emergence or continuation of a global public health threat, such as COVID-19, could affect the demand for oil transportation, which could adversely affect our business.
Such future growth will primarily depend on: • identifying and acquiring vessels, fleets of vessels or companies owning vessels or entering into joint ventures that meet our requirements, including, but not limited to, price, specification and technical condition; • consummating acquisitions of vessels, fleets of vessels or companies owning vessels or acquisitions of companies or joint ventures; and • obtaining required financing through equity or debt financing on acceptable terms.
Such future growth will primarily depend on: • identifying and acquiring vessels, fleets of vessels or companies owning vessels, contracting to build new vessels or entering into joint ventures that meet our requirements, including, but not limited to, price, specification and technical condition; • consummating acquisitions of vessels, fleets of vessels or companies owning vessels, contracting to build new vessels or acquisitions of companies or joint ventures; and • obtaining required financing through equity or debt financing on acceptable terms.
Claimants could try to assert “sister ship” liability against one vessel in our fleet for claims relating to another vessel in our fleet. Governments could requisition our vessels during a period of war or emergency without adequate compensation which could have a material adverse effect on our results of operations and financial condition.
Claimants could try to assert “sister ship” liability against one vessel in our fleet for claims relating to another vessel in our fleet. 19 Table of Contents Governments could requisition our vessels during a period of war or emergency without adequate compensation which could have a material adverse effect on our results of operations and financial condition.
However, there are factual circumstances that could cause us to lose the benefit of this tax exemption in the future, and there is a risk that those factual circumstances could arise in 2023 or future years.
However, there are factual circumstances that could cause us to lose the benefit of this tax exemption in the future, and there is a risk that those factual circumstances could arise in 2024 or future years.
If we fail to comply with certain covenants, including as a result of declining vessel values, or are unable to meet our debt obligations under the secured credit facilities, our lenders could declare their debt to be immediately due and payable and foreclose on our vessels.
If we fail to comply with certain corporate or ship-specific covenants, including as a result of declining vessel values, or are unable to meet our debt obligations under the secured credit facilities, our lenders could declare their debt to be immediately due and payable and foreclose on our vessels.
We may not have sufficient surplus or net profits in the future to pay dividends, and we can give no assurance that dividends will be paid in the future or the amounts of dividends which may be paid. 21 Table of Contents We have a significant number shares of common stock that are available for resale.
We may not have sufficient surplus or net profits in the future to pay dividends, and we can give no assurance that dividends will be paid in the future or the amounts of dividends which may be paid. We have a significant number of shares of common stock that are available for resale.
If we are unable to obtain funds from our subsidiaries, we may not be able to pay dividends. 11 Table of Contents Recently enacted economic substance laws of the Marshall Islands, the Cayman Islands and Bermuda may adversely impact our business, financial condition or results of operations.
If we are unable to obtain funds from our subsidiaries, we may not be able to pay dividends. Recently enacted economic substance laws of the Marshall Islands, the Cayman Islands and Bermuda may adversely impact our business, financial condition or results of operations.
If the supply of tanker capacity increases and the demand for tanker capacity does not increase correspondingly, charter rates could decline and the value of our vessels could be adversely affected. 13 Table of Contents Political decisions may affect our vessels’ trading patterns and could adversely affect our business and operation results.
If the supply of tanker capacity increases and the demand for tanker capacity does not increase correspondingly, charter rates could decline and the value of our vessels could be adversely affected. Political decisions may affect our vessels’ trading patterns and could adversely affect our business and operation results.
Summary of Risk Factors Risks Relating to our Company • A contraction or tightening of the global credit markets and the resulting volatility in the financial markets could have a material adverse impact on credit availability, world oil demand and demand for our vessels, which could adversely affect our results of operations, financial condition and cash flows, and could cause the market price of our common stock to decline. • We may not be able to re-charter or employ our vessels profitably. • We are dependent on performance by our charterers. • We may have difficulty managing growth. • We may elect to reduce our fleet. • Restrictive covenants in the secured credit facilities may impose financial and other restrictions on us and our subsidiaries. • If we fail to comply with certain covenants, including as a result of declining vessel values, or are unable to meet our debt obligations under the secured credit facilities, our lenders could declare their debt to be immediately due and payable and foreclose on our vessels. 6 Table of Contents Risks Relating to our Industry • Vessel values and charter rates are volatile.
Summary of Risk Factors Risks Relating to our Company • A contraction or tightening of the global credit markets and the resulting volatility in the financial markets could have a material adverse impact on credit availability, world oil demand and demand for our vessels, which could adversely affect our results of operations, financial condition and cash flows, and could cause the market price of our common stock to decline. • We may not be able to re-charter or employ our vessels profitably. • We are dependent on performance by our charterers. • We may have difficulty managing growth. • We may elect to reduce our fleet. • Restrictive covenants in the secured credit facilities may impose financial and other restrictions on us and our subsidiaries. • If we fail to comply with certain corporate or ship-specific covenants, including as a result of declining vessel values, or are unable to meet our debt obligations under the secured credit facilities, our lenders could declare their debt to be immediately due and payable and foreclose on our vessels.
Our obligations under the secured credit facilities include financial and operating covenants, including requirements to maintain specified “value-to-loan” ratios. Our credit facilities generally require that the fair market value of the vessels pledged as collateral never be less than 135% of the aggregate principal amount outstanding under the loan.
Our obligations under the secured credit facilities include financial and operating covenants, both corporate and ship-specific, including requirements to maintain specified “value-to-loan” ratios. Our credit facilities generally require that the fair market value of the vessels pledged as collateral never be less than 135% of the aggregate principal amount outstanding under the loan.
The EEXI could lead to technical steps, such as power limitations or installations of technical features, to improve the energy efficiency of ships. The CII rating will be on a scale from A to E, with E as the lowest score.
The EEXI could require the implementation of technical steps, such as power limitations or installations of technical features, to improve the energy efficiency of ships. The CII rating will be on a scale from A to E, with E as the lowest score.
Finally, certain or future counterparties of ours may be affiliated with persons or entities that are the subject of sanctions imposed by the U.S. and EU or other international bodies as a result of the annexation of Crimea by Russia in March 2014. 17 Table of Contents During 2022, 2021 and 2020, no vessels in our fleet made any calls to ports in Iran.
Finally, certain or future counterparties of ours may be affiliated with persons or entities that are the subject of sanctions imposed by the U.S. and EU or other international bodies as a result of the annexation of Crimea by Russia in March 2014. During 2023, 2022 and 2021, no vessels in our fleet made any calls to ports in Iran.
We are dependent on performance by our charterers and any failure by the charterers to perform their obligations could materially and adversely affect our business, financial position and cash available for the payment of dividends. As of December 31, 2022, five of our 23 vessels currently in operation are on time charters.
We are dependent on performance by our charterers and any failure by the charterers to perform their obligations could materially and adversely affect our business, financial position and cash available for the payment of dividends. As of December 31, 2023, five of our 24 vessels currently in operation are on time charters.
Competition for the transportation of oil and oil products can be intense and depends on price, location, size, age, condition and the acceptability of the tanker and its operators to charterers. We will have to compete with other tanker owners, including major oil companies that control vessels and independent tanker companies, for charters.
Competition for the transportation of oil and oil products can be intense and depends on price, location, size, age, condition and the acceptability of the tanker and its operators to charterers. We will have to compete with other tanker owners, including major oil companies or state owned entities that control vessels and independent tanker companies, for charters.
Although all of our tankers are double-hulled, future accidents can be expected in the industry, and such accidents or other events could be expected to result in the adoption of even stricter laws and regulations, which could limit our operations or our ability to do business and which could have a material adverse effect on our business and financial results.
Although all of our tankers are double-hulled and have ballast water treatment systems installed, future accidents can be expected in the industry, and such accidents or other events could be expected to result in the adoption of even stricter laws and regulations, which could limit our operations or our ability to do business and which could have a material adverse effect on our business and financial results.
The onset of the pandemic resulted in numerous actions taken by governments and governmental agencies in an attempt to mitigate the spread or any resurgence of the virus, including travel bans, quarantines and other emergency public health measures such as lockdowns.
The initial onset of COVID-19 resulted in numerous actions taken by governments and governmental agencies in an attempt to mitigate the spread or any resurgence of the virus, including travel bans, quarantines and other emergency public health measures such as lockdowns.
The current maximum 20% preferential tax rate for individuals would not be available for this calculation. Our operating income could fail to qualify for an exemption from U.S. federal income taxation, which will reduce our cash flow.
The current maximum 20% preferential tax rate for individuals would not be available for this calculation. 22 Table of Contents Our operating income could fail to qualify for an exemption from U.S. federal income taxation, which will reduce our cash flow.
As a result, stockholders may be limited in their ability to obtain a premium for their shares. We may not pay dividends in the future, and our dividend policy is subject to change at any time.
As a result, stockholders may be limited in their ability to obtain a premium for their shares. 20 Table of Contents We may not pay dividends in the future, and our dividend policy is subject to change at any time.
The five customers together represented 41%, 53% and 50%of our revenue in 2020, 2021 and 2022, respectively. The number of companies which comprise our client base may shrink, which could render us dependent on establishing relationships with new customers to generate a substantial portion of our revenues.
The five customers together represented 53%, 50% and 61% of our revenue in 2021, 2022 and 2023, respectively. The number of companies which comprise our client base may shrink in the future, which could render us dependent on establishing relationships with new customers to generate a substantial portion of our revenues.
Tanker values have generally experienced high volatility. Investors can expect the fair market value of our tankers to fluctuate, depending on general economic and market conditions affecting the tanker industry and competition from other shipping companies, types and sizes of vessels and other modes of transportation. In addition, as vessels age, they generally decline in value.
Investors can expect the fair market value of our tankers to fluctuate, depending on general economic and market conditions affecting the tanker industry and competition from other shipping companies, types and sizes of vessels and other modes of transportation. In addition, as vessels age, they generally decline in value.
Ltd., both wholly owned subsidiaries of ours, will be responsible for arranging insurance against those risks that we believe the shipping industry commonly insures against, and we are responsible for the premium payments on such insurance. This insurance includes marine hull and machinery insurance, protection and indemnity insurance, which includes pollution risks and crew insurance, and war risk insurance.
Our wholly owned subsidiaries will be responsible for arranging insurance against those risks that we believe the shipping industry commonly insures against, and we are responsible for the premium payments on such insurance. This insurance includes marine hull and machinery insurance, protection and indemnity insurance, which includes pollution risks and crew insurance, and war risk insurance.
Fluctuations in charter rates and vessel values result from changes in the supply and demand for tanker capacity and changes in the supply and demand for oil and oil products. 12 Table of Contents Additionally, as of the date of this report, 16 of our vessels operate in the spot market, which exposes us to the fluctuations in spot market rates.
Fluctuations in charter rates and vessel values result from changes in the supply and demand for tanker capacity and changes in the supply and demand for oil and oil products. Additionally, as of the date of this report, 19 of our vessels operate in the spot market, which exposes us to the fluctuations in spot market rates.
A limited number of customers comprise the majority of our revenues. The loss of these customers could adversely affect our results of operations, cash flows and ability to allocate capital to maintain our fleet and consolidation or alliances among these customers will reduce our bargaining power. Five customers represent the majority of our revenue.
The loss of these customers could adversely affect our results of operations, cash flows and ability to allocate capital to maintain our fleet and consolidation or alliances among these customers will reduce our bargaining power. Five customers represent the majority of our revenue.
The recent hostilities between Russia and Ukraine, in addition to the sanctions announced in February and March of this year by the United States and several European countries against Russia and any forthcoming sanctions may also adversely impact our business, given Russia’s role as a major global exporter of crude oil.
The recent hostilities between Russia and Ukraine and between Israel and Hamas, in addition to the sanctions announced by the United States and several European countries against Russia and any forthcoming sanctions may also adversely impact our business, given Russia’s role as a major global exporter of crude oil.
The occurrence or reoccurrence of any of the foregoing events or other epidemics, an increase in the severity or duration of the COVID-19 pandemic or other epidemic or a recession or market correction resulting from the spread of COVID-19 could have a material adverse effect on our future financial and operating performance.
The occurrence or reoccurrence of any of the foregoing events or other epidemics, an increase in the severity or duration of epidemics and pandemics, including COVID-19, or a recession or market correction resulting from the spread of COVID-19 or another virus could have a material adverse effect on our future financial and operating performance.
Terrorist attacks, the outbreak of war, the existence of international hostilities, or the emergence or continuation of a global public health threat or pandemic crisis, such as the COVID-19 outbreak (and variants that may emerge), could damage the world economy, adversely affect the availability of and demand for crude oil and petroleum products and adversely affect our ability to employ our vessels.
Terrorist attacks, the outbreak of war, the existence of international hostilities, or the emergence or continuation of a global public health threat or pandemic crisis, such as COVID-19 or any new variants thereof, could damage the global economy, adversely affect the availability of and demand for crude oil and petroleum products and adversely affect our ability to employ our vessels.
As of December 31, 2022, five of our vessels are currently on charters with four different charterers. At the expiry of these charters, we may not be able to re-charter our vessels on terms similar to the terms of our existing charters.
As of December 31, 2023, five of our vessels are currently on time charters with three different charterers. At the expiry of these charters, we may not be able to re-charter our vessels on terms similar to the terms of our existing charters.
In addition, although emissions of greenhouse gases from international shipping are not currently subject to agreements under the United Nations Framework Convention on Climate Change, such as the “Kyoto Protocol” and the “Paris Agreement,” a new treaty may be adopted in the future that includes additional restrictions on shipping emissions beyond those already adopted under the International Convention for the Prevention of Marine Pollution from Ships, or the “MARPOL Convention.” Compliance with pending or future changes in laws and regulations relating to climate change could increase the costs of operating and maintaining our ships and could require us to invest in new equipment to be installed onboard, acquire allowances or pay taxes related to our greenhouse gas emissions, as well as impact revenue generation and strategic growth opportunities. 15 Table of Contents Even in the absence of climate control legislation and regulations, our business and operations may be materially affected as a result of weather events and climate change.
In addition, although emissions of greenhouse gases from international shipping are not currently subject to agreements under the United Nations Framework Convention on Climate Change, such as the “Kyoto Protocol” and the “Paris Agreement,” a new treaty may be adopted in the future that includes additional restrictions on shipping emissions beyond those already adopted under the International Convention for the Prevention of Marine Pollution from Ships, or the “MARPOL Convention.” Compliance with pending or future changes in laws and regulations relating to climate change and GHG emissions could increase the costs of operating and maintaining our ships and could require us to invest in new equipment to be installed onboard, acquire allowances or pay taxes related to our greenhouse gas emissions, as well as impact revenue generation and strategic growth opportunities.
Industry consolidations and alliances involving our customers could further increase the concentration of our business and reduce our bargaining power. Our financial and operating performance has been and may continue to be adversely affected by the COVID-19 pandemic and related governmental responses thereto which may have a material adverse effect on our results of operations and financial condition.
Industry consolidations and alliances involving our customers could further increase the concentration of our business and reduce our bargaining power. Our financial and operating performance has been and may be adversely affected by COVID-19 or an occurrence of another epidemic and related governmental responses thereto which may have a material adverse effect on our results of operations and financial condition.
The highly cyclical nature of the tanker industry may lead to changes in charter rates from time to time, which may adversely affect our earnings, financial condition and results of operations. • An oversupply of new vessels may adversely affect charter rates and vessel values. • Political decisions may affect our vessels’ trading patterns and could adversely affect our business and operation results. • Adverse conditions and disruptions in Asian economies could have a material adverse effect on our business. • Adverse conditions and disruptions in European economies could have a material adverse effect on our business. • Compliance with environmental laws or regulations, as well as increasing focus on sustainability and other environmental, social and governance matters, may adversely affect our business.
The highly cyclical nature of the tanker industry may lead to changes in charter rates from time to time, which may adversely affect our earnings, financial condition and results of operations. • An oversupply of new vessels may adversely affect charter rates and vessel values. • Political decisions may affect our vessels’ trading patterns and could adversely affect our business and operation results. 6 Table of Contents • Adverse conditions and disruptions in global economies could have a material adverse effect on our business. • Compliance with environmental laws, regulations or carbon tax regimes and emissions regulation schemes, as well as increasing focus on sustainability and other environmental, social and governance matters, may adversely affect our business.
Our operations are affected by extensive and changing international, national and local environmental protection laws, regulations, treaties, conventions and standards in force in international waters, the jurisdictional waters of the countries in which our vessels operate, as well as the countries of our vessels’ registration.
Our operations are affected by extensive and changing international, national and local environmental protection laws, carbon tax regimes and emissions regulation schemes, regulations, treaties, conventions and standards in force in international waters, the jurisdictional waters of the countries in which our vessels operate, as well as the countries of our vessels’ registration.
Failure to control the spread of the virus could continue to significantly impact economic activity which could adversely affect our business, financial condition, and results of operations.
Failure to control the spread of COVID-19 could significantly impact economic activity which could adversely affect our business, financial condition, and results of operations.
As the shipping industry is highly dependent on the availability of credit to finance and expand operations, we may be adversely affected by a decline in the global credit and financial markets. There is still considerable instability in the world economy that could initiate a new economic downturn.
As the shipping industry is highly dependent on the availability of credit to finance and expand operations, we may be adversely affected by a decline in the global credit and financial markets. There is still considerable instability in the world economy that could initiate a new economic downturn. The current macroeconomic environment is characterized by inflation, causing the U.S.
Risks Relating to Taxation • Certain adverse U.S. federal income tax consequences could arise for U.S. stockholders. • Our operating income could fail to qualify for an exemption from U.S. federal income taxation, which will reduce our cash flow. • We may be subject to taxation in Norway, which could have a material adverse effect on our results of operations and would subject dividends paid by us to Norwegian withholding taxes.
Risks Relating to Taxation • Certain adverse U.S. federal income tax consequences could arise for U.S. stockholders. • Our operating income could fail to qualify for an exemption from U.S. federal income taxation, which will reduce our cash flow. • We may be subject to taxation in Norway, which could have a material adverse effect on our results of operations and would subject dividends paid by us to Norwegian withholding taxes. • Recently enacted income tax laws in Bermuda may adversely affect our business, financial condition or results of operation.
Violations of or liabilities under environmental requirements also can result in substantial penalties, fines and other sanctions, including in certain instances, seizure or detention of our vessels. For example, the U.S. Oil Pollution Act of 1990, as amended, or the “OPA,” affects all vessel owners shipping oil to, from or within the U.S.
Violations of or liabilities incurred under environmental requirements also can result in substantial penalties, fines and other sanctions, including in certain instances, seizure or detention of our vessels. For example, the OPA affects all vessel owners shipping oil to, from or within the U.S.
A resumption of COVID-19, and factors such as inflation, rising interest rates, energy costs, geopolitical issues, including acts of war and the availability and cost of credit have contributed to increased volatility and diminished expectations for the economy and the markets going forward.
Concerns over inflation, rising interest rates, energy costs, geopolitical issues, including acts of war and the availability and cost of credit, as well as a potential resurgence of COVID-19, have contributed to increased volatility and diminished expectations for the economy and the markets going forward.
In addition, in recent years, the EU has faced both financial and political turmoil which, if it continues or worsens, could have a material adverse effect on our business.
Such volatile economic conditions could have a material adverse effect on our business. 13 Table of Contents In addition, in recent years, the EU has faced both financial and political turmoil which, if it continues or worsens, could have a material adverse effect on our business.
Acts of piracy on ocean-going vessels could adversely affect our business and results of operations. Acts of piracy have historically affected ocean-going vessels trading in regions of the world, such as the Gulf of Aden off the coast of Somalia, the Gulf of Guinea in West Africa, and the South China Sea.
Acts of piracy have historically affected ocean-going vessels trading in regions of the world, such as the Gulf of Aden off the coast of Somalia, the Gulf of Guinea in West Africa, and the South China Sea.
In the event of a casualty to a vessel or other catastrophic event, we will rely on our insurance to pay the insured value of the vessel or the damages incurred, less the agreed deductible that may apply. Each of DHT Management AS and DHT Ship Management (Singapore) Pte.
In the event of a casualty to a vessel or other catastrophic event, we will rely on our insurance to pay the insured value of the vessel or the damages incurred, less the agreed deductible that may apply.
Increasingly longer voyages in the VLCC trade, as well as the prevailing COVID-19 related restrictions to physically inspect vessels, could make timely vetting inspections challenging and thus could result in vessels not obtaining vetting approvals in time to secure their next employment at market rates.
Increasingly longer voyages in the VLCC trade could make timely vetting inspections challenging and thus could result in vessels not obtaining vetting approvals in time to secure their next employment at market rates.
As a result, it may be difficult for U.S. investors to: (i) effect service of process within the United States upon the Manager or those directors and officers who are not residents of the United States; or (ii) realize in the United States upon judgments of courts of the United States predicated upon the civil liability provisions of the United States federal securities laws. 22 Table of Contents RISKS RELATING TO TAXATION Certain adverse U.S. federal income tax consequences could arise for U.S. stockholders.
As a result, it may be difficult for U.S. investors to: (i) effect service of process within the United States upon the Manager or those directors and officers who are not residents of the United States; or (ii) realize in the United States upon judgments of courts of the United States predicated upon the civil liability provisions of the United States federal securities laws.
We are exposed to market risk from changes in interest rates because borrowings under our secured credit facilities contain interest rates that fluctuate with the financial markets, and our interest expense is affected by changes in the general level of interest rates, particularly LIBOR. On March 5, 2021, the U.K.
We are exposed to market risk from changes in interest rates because borrowings under our secured credit facilities contain interest rates that fluctuate with the financial markets, and our interest expense is affected by changes in the general level of interest rates, particularly the Secured Overnight Finance Rate (“SOFR”).
This could have a negative effect on our business and would result in decreased earnings available for distribution to our stockholders. We may be subject to taxation in Norway, which could have a material adverse effect on our results of operations and would subject dividends paid by us to Norwegian withholding taxes.
We may be subject to taxation in Norway, which could have a material adverse effect on our results of operations and would subject dividends paid by us to Norwegian withholding taxes.
Such inspections must be carried out regularly for a vessel to have valid approvals from such users of seaborne oil transportation services. Whenever a vessel changes ownership or its technical manager, it loses its approval status and must be re-inspected and re-assessed by such users of seaborne oil transportation services.
Whenever a vessel changes ownership or its technical manager, it loses its approval status and must be re-inspected and re-assessed by such users of seaborne oil transportation services.
While many of these measures have since been relaxed, we cannot predict whether and to what degree such measures will be reinstated in the event of any resurgence in the COVID-19 virus or any variants thereof. Initially, the pandemic negatively impacted global economic activity and demand for energy.
While many of these measures have since been relaxed, we cannot predict whether and to what degree such measures will be reinstated in the event of any resurgence in COVID-19 or any new variants thereof.
However, if China’s growth in gross domestic product and in industrial production continues to slow and other countries in the Asia Pacific region experience slower or negative economic growth in the future, this may negatively affect the economies of the United States and the European Union, and thus, may negatively impact shipping demand.
However, if China’s growth in gross domestic product and in industrial production slows and other countries in the Asia Pacific region experience slower or negative economic growth in the future, this may negatively affect the global economy, and thus, may negatively impact shipping demand.
Competition arises primarily from other tanker owners, including major oil companies that control vessels, as well as independent tanker companies, some of whom have substantially larger fleets and substantially greater resources than we do.
The operation of tankers and transportation of crude oil are extremely competitive. Competition arises primarily from other tanker owners, including major oil companies or state owned entities that control vessels, as well as independent tanker companies, some of whom have substantially larger fleets and substantially greater resources than we do.
If we reduce the size of our fleet and subsequent future investments are delayed or are more costly than anticipated, our business, financial condition and results of operations, as well as our cash flows, including cash available for dividends to our stockholders, could be materially adversely affected. 8 Table of Contents Restrictive covenants in the secured credit facilities may impose financial and other restrictions on us and our subsidiaries.
If we reduce the size of our fleet and subsequent future investments are delayed or are more costly than anticipated, our business, financial condition and results of operations, as well as our cash flows, including cash available for dividends to our stockholders, could be materially adversely affected.
Moreover, we operate in a sector of the economy that is likely to be adversely impacted by political instability, terrorist or other attacks, war or international hostilities. The ongoing conflict between Russia and Ukraine may lead to further regional and international conflicts or armed action.
Moreover, we operate in a sector of the economy that is likely to be adversely impacted by political instability, terrorist or other attacks, war or international hostilities. 15 Table of Contents The ongoing conflict between Russia and Ukraine, the conflict between Israel and Hamas and the recent seizures and attacks on commercial vessels in the Red Sea, the Gulf of Aden, the Persian Gulf and the Arabian Sea may lead to further regional and international conflicts or armed action.
The market price of our common stock could decline due to sales of our shares in the market or the perception that such sales could occur.
Future sales of our common stock could cause the market price of our common stock to decline and would be dilutive to existing shareholders. The market price of our common stock could decline due to sales of our shares in the market or the perception that such sales could occur.
As of December 31, 2022, we had no vessels on index-based charters for which the profit sharing element is calculated based on the indexes. Under the ship management agreements for our vessels, our operating costs could materially increase. The technical management of our vessels is handled by Goodwood Ship Management Pte. Ltd.
As of December 31, 2023, we had one vessel on index-based charter for which the profit sharing element is calculated based on the indexes. 10 Table of Contents Under the ship management agreements for our vessels, our operating costs could materially increase. The technical management for all our vessels is carried out by our subsidiary, Goodwood Ship Management Pte. Ltd.
These restrictions may limit our and our subsidiaries’ ability to, among other things: pay dividends, incur additional indebtedness, change the management of vessels, permit liens on their assets, sell vessels, merge or consolidate with, or transfer all or substantially all of their assets to, another person, enter into certain types of charters and enter into a line of business.
These restrictions may limit our and our subsidiaries’ ability to, among other things: pay dividends, incur additional indebtedness, change the management of vessels, permit liens on their assets, sell vessels, merge or consolidate with, or transfer all or substantially all of their assets to, another person, enter into certain types of charters and enter into a line of business. 8 Table of Contents Therefore, we may need to seek permission from the lenders under the respective secured credit facilities in order to engage in certain corporate actions.
In addition, crew costs, including costs in connection with employing onboard security guards, could increase in such circumstances. We may not be adequately insured to cover losses from these incidents, including the payment of any ransom we may be forced to make, which could have a material adverse effect on us.
We may not be adequately insured to cover losses from these incidents, including the payment of any ransom we may be forced to make, which could have a material adverse effect on us.
In January 2013, the U.S. enacted the Iran Freedom and Counter-Proliferation Act of 2012 (the “IFCPA”), which expanded the scope of U.S. sanctions on any person that is part of Iran’s energy, shipping or shipbuilding sector and operators of ports in Iran, and imposes penalties on any person who facilitates or otherwise knowingly provides significant financial, material, technological or other support to these entities.
At this time, we are not aware of any such sanctionable activity, conducted by ourselves or by any affiliate that is likely to prompt an SEC disclosure requirement. 16 Table of Contents In January 2013, the U.S. enacted the Iran Freedom and Counter-Proliferation Act of 2012 (the “IFCPA”), which expanded the scope of U.S. sanctions on any person that is part of Iran’s energy, shipping or shipbuilding sector and operators of ports in Iran, and imposes penalties on any person who facilitates or otherwise knowingly provides significant financial, material, technological or other support to these entities.
Any of these events could impair the ability of charterers of our vessels to make payments to us under our charters. 19 Table of Contents Our insurance coverage may be insufficient to make us whole in the event of a casualty to a vessel or other catastrophic event, or fail to cover all of the inherent operational risks associated with the tanker industry.
Our insurance coverage may be insufficient to make us whole in the event of a casualty to a vessel or other catastrophic event, or fail to cover all of the inherent operational risks associated with the tanker industry.
Our business may be adversely affected by the continued outbreak of the COVID-19 virus (and variants that may emerge), which has introduced uncertainty into global economic activity and, as such, our operational and financial activities.
Our business may be adversely affected by any new outbreaks or new variants of COVID-19 or an occurrence of another epidemic that may emerge. The initial outbreak of COVID-19 introduced uncertainty into global economic activity and, as such, our operational and financial activities.
Like other global companies, we have, from time to time, experienced threats to our data and systems, including malware and computer virus attacks, internet network scans, systems failures and disruptions.
Parts of our business depend on the secure operation of our computer systems to manage, process, store and transmit information. Like other global companies, we have, from time to time, experienced threats to our data and systems, including malware and computer virus attacks, internet network scans, systems failures and disruptions.
In addition, the Marshall Islands has neither a bankruptcy nor an insolvency act, and as a result, any bankruptcy action involving our company would have to be initiated outside the Marshall Islands, and our public stockholders may find it difficult or impossible to pursue their claims in such other jurisdictions.
In addition, the Marshall Islands has neither a bankruptcy nor an insolvency act, and as a result, any bankruptcy action involving our company would have to be initiated outside the Marshall Islands, and our public stockholders may find it difficult or impossible to pursue their claims in such other jurisdictions. 21 Table of Contents Our amended and restated bylaws restrict stockholders from bringing certain legal action against our officers and directors and investors may find it difficult or impossible to effect service of process and enforce judgments against us, our directors and our executive officers.
If these pirate attacks result in regions in which our vessels are deployed being characterized as “war risk” zones by insurers, as the Gulf of Aden temporarily was categorized in May 2008, premiums payable for insurance coverage could increase significantly and such coverage may be more difficult to obtain.
If these piracy attacks result in regions in which our vessels are deployed being characterized as “war risk” zones by insurers, premiums payable for insurance coverage could increase significantly and such coverage may be more difficult to obtain. In addition, crew costs, including costs in connection with employing onboard security guards, could increase in such circumstances.
Further, our business operations could be negatively impacted by the COVID-19 pandemic (and variants that may emerge), which could interrupt our business operations and ability to execute our services.
Further, our business operations could be negatively impacted by COVID-19 (and new variants that may emerge), which could interrupt our business operations and ability to execute our services. Any of these events could impair the ability of charterers of our vessels to make payments to us under our charters.
In addition, we might not qualify if holders of our common stock owning a 5% or greater interest in our stock were to collectively own 50% or more of the outstanding shares of our common stock on more than half the days during the taxable year. 23 Table of Contents If we are not entitled to this exemption for a taxable year, we would be subject in that year to a 4% U.S. federal income tax on our U.S. source gross transportation income.
In addition, we might not qualify if holders of our common stock owning a 5% or greater interest in our stock were to collectively own 50% or more of the outstanding shares of our common stock on more than half the days during the taxable year.
Accordingly, any implementation of, or changes to, any of the Economic Substance Laws that impact us could increase the complexity and costs of carrying on business in these jurisdictions, and thus could adversely affect our business, financial condition or results of operations.
Accordingly, any implementation of, or changes to, any of the Economic Substance Laws that impact us could increase the complexity and costs of carrying on business in these jurisdictions, and thus could adversely affect our business, financial condition or results of operations. 11 Table of Contents A cyberattack could lead to a material disruption of our IT systems and the loss of business information, which may hinder our ability to conduct our business effectively and may result in lost revenues and additional costs.
The OPA expressly permits individual states to impose their own liability regimes with regard to hazardous materials and oil pollution incidents occurring within their boundaries. Coastal states in the U.S. have enacted pollution prevention liability and response laws, many providing for unlimited liability.
The OPA allows for potentially unlimited liability without regard to fault for owners, operators and bareboat charterers of vessels for oil pollution in U.S. waters. The OPA expressly permits individual states to impose their own liability regimes with regard to hazardous materials and oil pollution incidents occurring within their boundaries.
In addition, any of these events may result in a loss of revenues, increased costs and decreased cash flows to our customers, which could impair their ability to make payments to us under our charters. 16 Table of Contents Our vessels may call on ports located in countries that are subject to restrictions imposed by the governments of the U.S., the United Nations (the “UN”) or the European Union (the “EU”), which could negatively affect the trading price of our shares of common stock.
Our vessels may call on ports located in countries that are subject to restrictions imposed by the governments of the U.S., the United Nations (the “UN”) or the European Union (the “EU”), which could negatively affect the trading price of our shares of common stock.
As of March 16, 2023, the newbuilding orderbook for VLCC vessels equaled 1.9% of the existing fleet measured in dwt. We cannot assure you that the orderbook will not increase further in proportion to the existing fleet.
As of March 15, 2024, the newbuilding orderbook for VLCC vessels equaled 5.0% of the existing trading fleet. This number is historically low, however, we cannot assure you that the orderbook will not increase further in proportion to the existing fleet.
Therefore, we cannot assure you that you will be able to sell any of our common stock you may have purchased at a price greater than or equal to the original purchase price. 20 Table of Contents Future sales of our common stock could cause the market price of our common stock to decline and would be dilutive to existing shareholders.
The tanker industry has been unpredictable and volatile. The market for common stock in this industry may be equally volatile. Therefore, we cannot assure you that you will be able to sell any of our common stock you may have purchased at a price greater than or equal to the original purchase price.
Therefore, we may need to seek permission from the lenders under the respective secured credit facilities in order to engage in certain corporate actions. The lenders’ interests may be different from ours and we cannot guarantee that we will be able to obtain their permission when needed.
The lenders’ interests may be different from ours and we cannot guarantee that we will be able to obtain their permission when needed.
We may also enter into loss of hire insurance, in which case each of DHT Management AS or DHT Ship Management (Singapore) Pte. Ltd. is responsible for arranging such loss of hire insurance, and we are responsible for the premium payments on such insurance.
We may also enter into loss of hire insurance, in which our wholly owned subsidiaries are responsible for arranging such loss of hire insurance, and we are responsible for the premium payments on such insurance.
Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our management. 18 Table of Contents Vessel values may be depressed at a time when we sell a vessel, when our subsidiaries are required to make a repayment under the secured credit facilities or when the secured credit facilities mature, which could adversely affect our liquidity and our ability to refinance the secured credit facilities.
Vessel values may be depressed at a time when we sell a vessel, when our subsidiaries are required to make a repayment under the secured credit facilities or when the secured credit facilities mature, which could adversely affect our liquidity and our ability to refinance the secured credit facilities. Tanker values have generally experienced high volatility.
In addition, if we are unsuccessful in our defense against such a contention, dividends paid to our stockholders could be subject to Norwegian withholding taxes.
In addition, if we are unsuccessful in our defense against such a contention, dividends paid to our stockholders could be subject to Norwegian withholding taxes. Recently enacted income tax laws in Bermuda may adversely affect our business, financial condition or results of operation.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeBecause the following is only a summary, it does not contain all information that you may find useful. 25 Table of Contents Vessel employment The following table presents certain features of our vessel employment as of March 16, 2023: Vessel Type of Employment Expiry VLCC DHT Mustang Time charter Q2 2023 DHT Bronco Spot DHT Colt Time charter Q2 2023 DHT Stallion Spot DHT Tiger Spot DHT Harrier Time charter Q4 2024 DHT Puma Time charter with profit sharing Q1 2026 DHT Panther Spot DHT Osprey Time charter Q2 2027 DHT Lion Spot DHT Leopard Time charter Q2 2027 DHT Jaguar Spot DHT Taiga Spot DHT Opal Spot DHT Sundarbans Spot DHT Redwood Spot DHT Amazon Time charter Q2 2023 DHT Peony Spot DHT Lotus Spot DHT China Spot DHT Europe Spot DHT Bauhinia Spot DHT Scandinavia Spot SHIP MANAGEMENT AGREEMENTS The following summary of the material terms of our ship management agreements does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of the ship management agreements.
Biggest changeVessel employment The following table presents certain features of our vessel employment as of March 15, 2024: Vessel Type of Employment Expiry VLCC DHT Appaloosa Spot DHT Mustang Spot DHT Bronco Spot DHT Colt Spot DHT Stallion Spot DHT Tiger Spot DHT Harrier Time charter Q4 2024 DHT Puma Time charter with profit sharing Q1 2026 DHT Panther Spot DHT Osprey Time charter Q2 2027 DHT Lion Spot DHT Leopard Time charter Q2 2027 DHT Jaguar Spot DHT Taiga Spot DHT Opal Spot DHT Sundarbans Time charter with profit sharing Q1 2025 DHT Redwood Spot DHT Amazon Spot DHT Peony Spot DHT Lotus Spot DHT China Spot DHT Europe Spot DHT Bauhinia Spot DHT Scandinavia Spot SHIP MANAGEMENT AGREEMENTS The following summary of the material terms of our ship management agreements does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of the ship management agreements. 25 Table of Contents Technical Management The technical management for all our vessels is carried out by our subsidiary, Goodwood (the “Technical Manager”).
As a result, ships must either use Very Low Sulphur Fuel Oil (VLSFO) to comply with the new limit or continue to use heavy fuel oil in combination with an exhaust gas cleaning system. The U.S. ratified the Annex VI amendments in 2008, thereby rendering its emissions standards equivalent to IMO requirements. Please see the discussion of the U.S.
As a result, ships must either use Very Low Sulphur Fuel Oil (VLSFO) to comply with the limit or continue to use heavy fuel oil in combination with an exhaust gas cleaning system. The U.S. ratified the Annex VI amendments in 2008, thereby rendering its emissions standards equivalent to IMO requirements. Please see the discussion of the U.S.
On November 1, 2022, carbon intensity measures came into force that require ships to calculate their Energy Efficiency Index (“EEXI”), which indicates a ship’s efficiency compared to a specified baseline, and their annual operational Carbon Intensity Indicator (CII) and CII rating.
On November 1, 2022, carbon intensity measures came into force that require ships to calculate their Energy Efficiency Index (“EEXI”), which indicates a ship’s efficiency compared to a specified baseline, and their annual operational Carbon Intensity Indicator (“CII”) and CII rating.
ORGANIZATIONAL STRUCTURE The following table sets forth our significant subsidiaries and the vessels owned or operated by each of those subsidiaries, if any, as of December 31, 2022. Subsidiary Vessel State of Jurisdiction or Incorporation Percent of ownership DHT Management S.A.M. Monaco 99% 1 DHT Management AS Norway 100% DHT Ship Management (Singapore) Pte. Ltd.
ORGANIZATIONAL STRUCTURE The following table sets forth our significant subsidiaries and the vessels owned or operated by each of those subsidiaries, if any, as of December 31, 2023. Subsidiary Vessel State of Jurisdiction or Incorporation Percent of ownership DHT Management S.A.M. Monaco 99% 1 DHT Management AS Norway 100% DHT Ship Management (Singapore) Pte. Ltd.
The ING Credit Facility bears interest at a rate equal to SOFR plus a margin of 1.90%, including the historical Credit Adjustment Spread (CAS) of 26 basis points and has final maturity in January 2029.
The ING Credit Facility bears interest at a rate equal to SOFR plus a margin of 1.90%, including the historical credit adjustment spread (“CAS”) of 26 basis points and has final maturity in January 2029.
However, in such event, we may be unable to hire another party to perform these and other services, and we may incur substantial costs to comply with environmental requirements. A variety of governmental and private entities subject our tankers to both scheduled and unscheduled inspections. These entities include the local port authorities (U.S.
However, in such event, we may be unable to hire another party to perform these and other services, and we may incur substantial costs to comply with environmental requirements. 28 Table of Contents A variety of governmental and private entities subject our tankers to both scheduled and unscheduled inspections. These entities include the local port authorities (U.S.
These conventions also limit the liability of the shipowner under certain circumstances to specified amounts that have been revised from time to time and are subject to exchange rates. In addition, the International Convention for the Control and Management of Ships’ Ballast Water and Sediments, or BWM Convention, was ratified in September 2016 and came into force in September 2017.
These conventions also limit the liability of the shipowner under certain circumstances to specified amounts that have been revised from time to time and are subject to exchange rates. In addition, the International Convention for the Control and Management of Ships’ Ballast Water and Sediments, or BWM Convention, came into force in September 2017.
Ltd. 26 Table of Contents Loss of Hire Insurance We may obtain loss of hire insurance that will generally provide coverage against business interruption for periods of more than 60 days per incident (up to a maximum of 180 days per incident per year) following any loss under our hull and machinery policy (mechanical breakdown, grounding, collision or other incidence of damage that does not result in a total loss or constructive total loss of the vessel).
Loss of Hire Insurance We may obtain loss of hire insurance that will generally provide coverage against business interruption for periods of more than 60 days per incident (up to a maximum of 180 days per incident per year) following any loss under our hull and machinery policy (mechanical breakdown, grounding, collision or other incidence of damage that does not result in a total loss or constructive total loss of the vessel).
If ships rate D for three consecutive years or E for a single year, they must develop corrective action plans to achieve the required annual operational CII. Such plans may include potentially significant capital expenditures and investments for existing ships to stay in compliance.
If our ships rate D for three consecutive years or E for a single year, we must develop corrective action plans to achieve the required annual operational CII. Such plans may include potentially significant capital expenditures and investments for existing ships to stay in compliance.
Coast Guard and European Union authorities have indicated that vessels not in compliance with the ISM Code will be prohibited from trading in U.S. and European Union ports.
For example, the U.S. Coast Guard and European Union authorities have indicated that vessels not in compliance with the ISM Code will be prohibited from trading in U.S. and European Union ports.
The Technical Managers have provided the requisite guarantees and received certificates of financial responsibility from the U.S. Coast Guard for each of our tankers that are required to have one. We have arranged insurance for each of our tankers with pollution liability insurance in the amount of $1 billion.
The Technical Managers have provided the requisite guarantees and received certificates of financial responsibility from the U.S. Coast Guard for each of our tankers that are required to have one. 30 Table of Contents We have arranged insurance for each of our tankers with pollution liability insurance in the amount of $1 billion.
Each of our vessels has been certified as being “in class” by a member society of the International Association of Classification Societies, indicated in the table on page 27 of this report. ENVIRONMENTAL REGULATION Government regulation significantly affects the ownership and operation of our tankers.
Each of our vessels has been certified as being “in class” by a member society of the International Association of Classification Societies, indicated in the table beginning on page 26 of this report. ENVIRONMENTAL REGULATION Government regulation significantly affects the ownership and operation of our tankers.
Under rules related to maritime proceedings, certain claimants may be entitled to attach charter hire payable to us in certain circumstances. There are no actions or claims pending against us as of the date of this report. 34 Table of Contents C.
Under rules related to maritime proceedings, certain claimants may be entitled to attach charter hire payable to us in certain circumstances. There are no actions or claims pending against us as of the date of this report. C.
Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas, known as emission control areas, or “ECAs,” to be established with more stringent controls on sulfur emissions. Currently, the Baltic Sea, the North Sea, certain coastal areas of North America and the U.S. Caribbean Sea are designated ECAs.
Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas, known as emission control areas, or “ECAs,” to be established with more stringent controls on sulfur emissions. Currently, the Baltic Sea, the North Sea, certain coastal areas of North America and the U.S.
The EEXI could lead to technical steps, such as power limitations or installations of technical features, to improve the energy efficiency of ships. The CII rating will be on a scale from A to E, with E as the lowest score.
The EEXI could require the implementation of technical steps, such as power limitations or installations of technical features, to improve the energy efficiency of ships. The CII rating will be on a scale from A to E, with E as the lowest score.
DHT Sundarbans Cayman Islands 100% 1 The remaining 1% of DHT Management S.A.M is owned by the President & Chief Executive Officer 2 Dormant company D. PROPERTY, PLANT AND EQUIPMENT Refer to “Item 4. Information on the Company—Business Overview—Our Fleet” above for a discussion of our property, plant and equipment. ITEM 4A. UNRESOLVED STAFF COMMENTS None.
DHT Sundarbans Cayman Islands 100% 34 Table of Contents 1 The remaining 1% of DHT Management S.A.M is owned by the President & Chief Executive Officer D. PROPERTY, PLANT AND EQUIPMENT Refer to “Item 4. Information on the Company—Business Overview—Our Fleet” above for a discussion of our property, plant and equipment. ITEM 4A. UNRESOLVED STAFF COMMENTS None.
Ltd. may also arrange for loss of hire insurance in respect of each of our vessels, subject to the availability of such coverage at commercially reasonable terms. Loss of hire insurance generally provides coverage against business interruption following any loss under our hull and machinery policy.
Our wholly owned subsidiaries may also arrange for loss of hire insurance in respect of each of our vessels, subject to the availability of such coverage at commercially reasonable terms. Loss of hire insurance generally provides coverage against business interruption following any loss under our hull and machinery policy.
All requisite documents of compliance have been obtained with respect to the operators of all our vessels and safety management certificates have been issued for all our vessels for which the certificates are required by the IMO. These documents of compliance and safety management certificates are renewed as required.
All requisite documents of compliance have been obtained with respect to the operators of all our vessels and safety management certificates have been issued for all our vessels for which the certificates are required by the IMO.
DHT Europe Cayman Islands 100% Samco Epsilon Ltd. DHT China Cayman Islands 100% Samco Eta Ltd. DHT Amazon Cayman Islands 100% Samco Gamma Ltd. DHT Scandinavia Cayman Islands 100% Samco Iota Ltd. DHT Taiga Cayman Islands 100% Samco Kappa Ltd. DHT Redwood Cayman Islands 100% Samco Theta Ltd.
DHT China Cayman Islands 100% Samco Eta Ltd. DHT Amazon Cayman Islands 100% Samco Gamma Ltd. DHT Scandinavia Cayman Islands 100% Samco Iota Ltd. DHT Taiga Cayman Islands 100% Samco Kappa Ltd. DHT Redwood Cayman Islands 100% Samco Theta Ltd.
Shares of DHT Holdings, Inc. common stock trade on the NYSE under the ticker symbol “DHT.” Our principal capital expenditures during the last three fiscal years and through the date of this report include $136 million in connection with the acquisition of two VLCCs, $36 million related to 10 exhaust gas cleaning systems and $15 million related to 10 ballast water treatment systems.
Shares of DHT Holdings, Inc. common stock trade on the NYSE under the ticker symbol “DHT.” Our principal capital expenditures during the last three fiscal years and through the date of this report include $231 million in connection with the acquisition of three VLCCs, $38 million related to 12 exhaust gas cleaning systems and $10 million related to seven ballast water treatment systems.
Ltd; DSME: Daewoo Shipbuilding & Marine Engineering Co., Ltd. ***ABS: American Bureau of Shipping, an American classification society; LR: Lloyd’s Register, a United Kingdom classification society. 1 Acquired on September 17, 2014. 2 Delivery dates from HHI for six newbuildings were as follows: DHT Jaguar on November 23, 2015, DHT Leopard on January 4, 2016, DHT Lion on March 15, 2016, DHT Panther on August 5, 2016, DHT Puma on August 31, 2016 and DHT Tiger on January 16, 2017. 3 Delivery dates for the vessels acquired from BW Group Limited (“BW Group”) were as follows: DHT Opal on April 24, 2017, DHT Peony on April 29, 2017, DHT Bauhinia on June 13, 2017 and DHT Lotus on June 20, 2017. 4 Delivery dates from DSME for the two newbuildings acquired from BW Group were as follows: DHT Stallion on April 27, 2018 and DHT Colt on May 25, 2018. 5 Delivery dates from HHI for the two newbuildings were as follows: DHT Bronco on July 27, 2018 and DHT Mustang on October 8, 2018. 6 Delivery dates were as follows: DHT Harrier on February 18, 2021 and DHT Osprey on April 12, 2021. 27 Table of Contents COMPETITION The operation of tanker vessels and transportation of crude and petroleum products is highly competitive.
Ltd; DSME: Hanwha Ocean (formerly known as Daewoo Shipbuilding & Marine Engineering Co., Ltd.). ***ABS: American Bureau of Shipping, an American classification society; LR: Lloyd’s Register, a United Kingdom classification society. 1 Acquired on September 17, 2014. 2 Delivery dates from HHI for six newbuildings were as follows: DHT Jaguar on November 23, 2015, DHT Leopard on January 4, 2016, DHT Lion on March 15, 2016, DHT Panther on August 5, 2016, DHT Puma on August 31, 2016 and DHT Tiger on January 16, 2017. 3 Delivery dates for the vessels acquired from BW Group Limited (“BW Group”) were as follows: DHT Opal on April 24, 2017, DHT Peony on April 29, 2017, DHT Bauhinia on June 13, 2017 and DHT Lotus on June 20, 2017. 4 Delivery dates from DSME for the two newbuildings acquired from BW Group were as follows: DHT Stallion on April 27, 2018 and DHT Colt on May 25, 2018. 5 Delivery dates from HHI for the two newbuildings were as follows: DHT Bronco on July 27, 2018 and DHT Mustang on October 8, 2018. 6 Delivery dates were as follows: DHT Harrier on February 18, 2021 and DHT Osprey on April 12, 2021. 7 Delivery date for DHT Appaloosa was on July 31, 2023.
Any passage of climate control legislation or other regulatory initiatives by the IMO, EU, the U.S. or other countries where we operate, or any treaty adopted or amended at the international level that restricts emissions of greenhouse gases, could require us to make significant financial expenditures or otherwise impact our vessels or their operation in ways that we cannot predict with certainty at this time. 33 Table of Contents VESSEL SECURITY REGULATIONS A number of initiatives have been introduced to enhance vessel security.
Any passage of climate control legislation or other regulatory initiatives by the IMO, EU, the U.S. or other countries where we operate, or any treaty adopted or amended at the international level that restricts emissions of greenhouse gases, could require us to make significant financial expenditures or otherwise impact our vessels or their operation in ways that we cannot predict with certainty at this time.
DHT Harrier Marshall Islands 100% DHT Hawk, Inc. 2 Marshall Islands 100% DHT Jaguar Limited DHT Jaguar Marshall Islands 100% DHT Leopard Limited DHT Leopard Marshall Islands 100% DHT Lion Limited DHT Lion Marshall Islands 100% DHT Lotus, Inc. DHT Lotus Marshall Islands 100% DHT Mustang, Inc. DHT Mustang Marshall Islands 100% DHT Opal, Inc.
DHT Harrier Marshall Islands 100% DHT Jaguar Limited DHT Jaguar Marshall Islands 100% DHT Leopard Limited DHT Leopard Marshall Islands 100% DHT Lion Limited DHT Lion Marshall Islands 100% DHT Lotus, Inc. DHT Lotus Marshall Islands 100% DHT Mustang, Inc. DHT Mustang Marshall Islands 100% DHT Opal, Inc. DHT Opal Marshall Islands 100% DHT Osprey Inc.
Singapore 100% DHT Chartering (Singapore) Pte. Ltd. Singapore 100% Goodwood Ship Management Pte. Ltd. Singapore 53% DHT Bauhinia, Inc. DHT Bauhinia Marshall Islands 100% DHT Bronco, Inc. DHT Bronco Marshall Islands 100% DHT Colt, Inc. DHT Colt Marshall Islands 100% DHT Edelweiss, Inc. 2 Marshall Islands 100% DHT Falcon, Inc. 2 Marshall Islands 100% DHT Harrier Inc.
Singapore 100% DHT Chartering (Singapore) Pte. Ltd. Singapore 100% Goodwood Ship Management Pte. Ltd. Singapore 53% DHT Appaloosa, Inc. DHT Appaloosa Marshall Islands 100% DHT Bauhinia, Inc. DHT Bauhinia Marshall Islands 100% DHT Bronco, Inc. DHT Bronco Marshall Islands 100% DHT Colt, Inc. DHT Colt Marshall Islands 100% DHT Harrier Inc.
VLCCs are tankers ranging in size from 200,000 to 320,000 deadweight tons. As of the date of this report, seven of our 23 vessels are on time charters and 16 vessels are operating in the spot market. The fleet operates globally on international routes.
VLCCs are tankers ranging in size from 270,000 to 320,000 deadweight tons. As of the date of this report, five of our 24 vessels are on time charters and 19 vessels are operating in the spot market. The fleet operates globally on international routes.
As of January 1, 2015, fuel used by all vessels operating in the ECA cannot exceed 0.1% m/m sulfur. Effective January 1, 2016, NOx after-treatment requirements also apply. Additional ECAs include the Baltic Sea, North Sea and Caribbean Sea.
As of January 1, 2015, fuel used by all vessels operating in the ECA cannot exceed 0.1% m/m sulfur. Effective January 1, 2016, NOx after-treatment requirements also apply. Additional ECAs include the Baltic Sea, North Sea and Caribbean Sea, and from May 1, 2024, the Mediterranean Sea, with compliance obligations beginning May 1, 2025.
DHT Opal Marshall Islands 100% DHT Osprey Inc. DHT Osprey Marshall Islands 100% DHT Panther Limited DHT Panther Marshall Islands 100% DHT Peony, Inc. DHT Peony Marshall Islands 100% DHT Puma Limited DHT Puma Marshall Islands 100% DHT Stallion, Inc. DHT Stallion Marshall Islands 100% DHT Tiger Limited DHT Tiger Marshall Islands 100% Samco Delta Ltd.
DHT Osprey Marshall Islands 100% DHT Panther Limited DHT Panther Marshall Islands 100% DHT Peony, Inc. DHT Peony Marshall Islands 100% DHT Puma Limited DHT Puma Marshall Islands 100% DHT Stallion, Inc. DHT Stallion Marshall Islands 100% DHT Tiger Limited DHT Tiger Marshall Islands 100% Samco Delta Ltd. DHT Europe Cayman Islands 100% Samco Epsilon Ltd.
OUR FLEET The following chart summarizes certain information about the vessels in our fleet as of December 31, 2022: Company Vessel Year Built Dwt Flag* Yard** Classification Society*** Percent of Ownership VLCC DHT Mustang Inc DHT Mustang 5 2018 317,975 HK HHI ABS 100 % DHT Bronco Inc DHT Bronco 5 2018 317,975 HK HHI ABS 100 % DHT Colt Inc DHT Colt 4 2018 319,713 HK DSME LR 100 % DHT Stallion Inc DHT Stallion 4 2018 319,713 HK DSME LR 100 % DHT Tiger Limited DHT Tiger 2 2017 299,629 HK HHI ABS 100 % DHT Harrier Inc DHT Harrier 6 2016 299,985 HK DSME LR 100 % DHT Puma Limited DHT Puma 2 2016 299,629 HK HHI ABS 100 % DHT Panther Limited DHT Panther 2 2016 299,629 HK HHI ABS 100 % DHT Osprey Inc DHT Osprey 6 2016 299,999 HK DSME LR 100 % DHT Lion Limited DHT Lion 2 2016 299,629 HK HHI ABS 100 % DHT Leopard Limited DHT Leopard 2 2016 299,629 HK HHI ABS 100 % DHT Jaguar Limited DHT Jaguar 2 2015 299,629 HK HHI ABS 100 % Samco Iota Ltd DHT Taiga 1 2012 314,249 HK HHI ABS 100 % DHT Opal Inc DHT Opal 3 2012 320,105 HK DSME LR 100 % Samco Theta Ltd DHT Sundarbans 1 2012 318,123 HK HHI LR 100 % Samco Kappa Ltd DHT Redwood 1 2011 314,249 HK HHI ABS 100 % Samco Eta Ltd DHT Amazon 1 2011 318,130 RIF HHI LR 100 % DHT Peony Inc DHT Peony 3 2011 320,013 HK BSHIC ABS 100 % DHT Lotus Inc DHT Lotus 3 2011 320,142 HK BSHIC ABS 100 % Samco Epsilon Ltd DHT China 1 2007 317,794 HK HHI LR 100 % Samco Delta Ltd DHT Europe 1 2007 317,713 HK HHI LR 100 % DHT Bauhinia Inc DHT Bauhinia 3 2007 301,019 HK DSME LR 100 % Samco Gamma Ltd DHT Scandinavia 1 2006 317,826 HK HHI ABS 100 % *HK: Hong Kong; RIF: French International Registry. **HHI: Hyundai Heavy Industries Co., Ltd.; BSHIC: Bohai Shipbuilding Heavy Industries Co., Ltd.; NACKS: Nantong Cosco KHI Engineering Co.
Company Vessel Year Built Dwt Flag* Yard** Classification Society*** Percent of Ownership VLCC DHT Appaloosa Inc DHT Appaloosa 7 2018 318,918 HK HHI ABS 100 % DHT Mustang Inc DHT Mustang 5 2018 317,975 HK HHI ABS 100 % DHT Bronco Inc DHT Bronco 5 2018 317,975 HK HHI ABS 100 % DHT Colt Inc DHT Colt 4 2018 319,713 HK DSME LR 100 % DHT Stallion Inc DHT Stallion 4 2018 319,713 HK DSME LR 100 % DHT Tiger Limited DHT Tiger 2 2017 299,629 HK HHI ABS 100 % DHT Harrier Inc DHT Harrier 6 2016 299,985 HK DSME LR 100 % DHT Puma Limited DHT Puma 2 2016 299,629 HK HHI ABS 100 % DHT Panther Limited DHT Panther 2 2016 299,629 HK HHI ABS 100 % DHT Osprey Inc DHT Osprey 6 2016 299,999 HK DSME LR 100 % DHT Lion Limited DHT Lion 2 2016 299,629 HK HHI ABS 100 % DHT Leopard Limited DHT Leopard 2 2016 299,629 HK HHI ABS 100 % DHT Jaguar Limited DHT Jaguar 2 2015 299,629 HK HHI ABS 100 % Samco Iota Ltd DHT Taiga 1 2012 318,130 HK HHI ABS 100 % DHT Opal Inc DHT Opal 3 2012 320,105 HK DSME LR 100 % Samco Theta Ltd DHT Sundarbans 1 2012 318,123 HK HHI LR 100 % Samco Kappa Ltd DHT Redwood 1 2011 318,130 HK HHI ABS 100 % Samco Eta Ltd DHT Amazon 1 2011 318,130 HK HHI LR 100 % DHT Peony Inc DHT Peony 3 2011 320,013 HK BSHIC ABS 100 % DHT Lotus Inc DHT Lotus 3 2011 320,142 HK BSHIC ABS 100% Samco Epsilon Ltd DHT China 1 2007 317,794 HK HHI LR 100 % Samco Delta Ltd DHT Europe 1 2007 317,713 HK HHI LR 100% DHT Bauhinia Inc DHT Bauhinia 3 2007 301,019 HK DSME LR 100 % Samco Gamma Ltd DHT Scandinavia 1 2006 317,826 HK HHI ABS 100% 26 Table of Contents *HK: Hong Kong. **HHI: Hyundai Heavy Industries Co., Ltd.; BSHIC: Bohai Shipbuilding Heavy Industries Co., Ltd.; NACKS: Nantong Cosco KHI Engineering Co.
RECENT DEVELOPMENTS ING Credit Facility In January 2023, the Company entered into a new $405.0 million secured credit facility, including a $100 million uncommitted incremental facility, with ING, Nordea, ABN AMRO, Credit Agricole, Danish Ship Finance and SEB, as lenders (the “ING Credit Facility”) for the refinancing of the then-outstanding amount under the ABN AMRO Credit Facility (as defined in Item 5).
The vessel was financed with available liquidity and proceeds of borrowings under the Company’s revolving credit facility with ING. 24 Table of Contents ING Credit Facility In January 2023, the Company entered into a new $405.0 million secured credit facility, including a $100 million uncommitted incremental facility, with ING, Nordea, ABN AMRO, Credit Agricole, Danish Ship Finance and SEB, as lenders (the “ING Credit Facility”) for the refinancing of the then-outstanding amount under the ABN AMRO Credit Facility (as defined in Item 5).
CHARTER ARRANGEMENTS The following summary of the material terms of the employment of our vessels does not purport to be complete and is subject to, and qualified in its entirety by reference to, all of the provisions of the charters.
CHARTER ARRANGEMENTS The following summary of the material terms of the employment of our vessels does not purport to be complete and is subject to, and qualified in its entirety by reference to, all of the provisions of the charters. Because the following is only a summary, it does not contain all information that you may find useful.
However, a catastrophic spill could exceed the insurance coverage available, in which event there could be a material adverse effect on our business and on the Technical Managers’ business, which could impair the Technical Managers’ ability to manage our vessels. 31 Table of Contents OPA also amended the federal Water Pollution Control Act, commonly referred to as the Clean Water Act (the “CWA”), to require owners and operators of vessels to adopt vessel response plans for reporting and responding to oil spill scenarios up to a “worst case” scenario and to identify and ensure, through contracts or other approved means, the availability of necessary private response resources to respond to a “worst case discharge.” In addition, periodic training programs and drills for shore and response personnel and for vessels and their crews are required.
OPA also amended the federal Water Pollution Control Act, commonly referred to as the Clean Water Act (the “CWA”), to require owners and operators of vessels to adopt vessel response plans for reporting and responding to oil spill scenarios up to a “worst case” scenario and to identify and ensure, through contracts or other approved means, the availability of necessary private response resources to respond to a “worst case discharge.” In addition, periodic training programs and drills for shore and response personnel and for vessels and their crews are required.
The CAA also requires states to draft State Implementation Plans, or SIPs, designed to attain national health-based air quality standards. Several SIPs regulate emissions resulting from vessel loading and unloading operations by requiring the installation of vapor control equipment.
Compliance with these standards may cause us to incur costs to install control equipment on our vessels. 31 Table of Contents The CAA also requires states to draft State Implementation Plans, or SIPs, designed to attain national health-based air quality standards. Several SIPs regulate emissions resulting from vessel loading and unloading operations by requiring the installation of vapor control equipment.
The emission standards apply in two stages: near-term standards apply to engines constructed on or after January 1, 2011, and long-term standards, requiring an 80% reduction in nitrogen dioxides (NOx), apply to engines constructed on or after January 1, 2016. Compliance with these standards may cause us to incur costs to install control equipment on our vessels.
The emission standards apply in two stages: near-term standards apply to engines constructed on or after January 1, 2011, and long-term standards, requiring an 80% reduction in nitrogen dioxides (NOx), apply to engines constructed on or after January 1, 2016.
Noncompliance with the ISM Code and other IMO regulations may subject the shipowner or charterer to increased liability, lead to decreases in available insurance coverage for affected vessels and result in the denial of access to, or detention in, some ports. For example, the U.S.
These documents of compliance and safety management certificates are renewed as required. 29 Table of Contents Noncompliance with the ISM Code and other IMO regulations may subject the shipowner or charterer to increased liability, lead to decreases in available insurance coverage for affected vessels and result in the denial of access to, or detention in, some ports.
If other ECAs are approved by the IMO or other new or more stringent requirements relating to emissions from marine diesel engines or port operations by vessels are adopted by the EPA or the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations. 32 Table of Contents European Union Tanker Restrictions The European Union has adopted legislation that will: (1) ban manifestly sub-standard vessels (defined as those over 15 years old that have been detained by port authorities at least twice in a six-month period) from European waters and create an obligation of port states to inspect vessels posing a high risk to maritime safety or the marine environment; and (2) provide the European Union with greater authority and control over classification societies, including the ability to seek to suspend or revoke the authority of negligent societies.
European Union Tanker Restrictions The European Union has adopted legislation that will: (1) ban manifestly sub-standard vessels (defined as those over 15 years old that have been detained by port authorities at least twice in a six-month period) from European waters and create an obligation of port states to inspect vessels posing a high risk to maritime safety or the marine environment; and (2) provide the European Union with greater authority and control over classification societies, including the ability to seek to suspend or revoke the authority of negligent societies.
As of the date of this report, all of our vessels have ballast water treatment systems installed. 30 Table of Contents The International Convention on Civil Liability for Bunker Oil Damage (the “Bunker Convention”), which became effective in November 2008, imposes strict liability on vessel owners for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel.
The International Convention on Civil Liability for Bunker Oil Damage (the “Bunker Convention”), which became effective in November 2008, imposes strict liability on vessel owners for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel.
Although these regulations do not apply to greenhouse gas emissions from ships, the EPA may regulate greenhouse gas emissions from ocean-going vessels in the future.
The U.S. has adopted regulations to limit greenhouse gas emissions from certain mobile and large stationary sources. Although these regulations do not apply to greenhouse gas emissions from ships, the EPA may regulate greenhouse gas emissions from ocean-going vessels in the future.
Annex VI, which became effective in May 2005, sets limits on sulfur oxide and nitrogen oxide emissions from ship exhausts and prohibits deliberate emissions of ozone depleting substances, such as chlorofluorocarbons.
International Maritime Organization In September 1997, the IMO adopted Annex VI to the International Convention for the Prevention of Pollution from Ships to address air pollution from ships. Annex VI, which became effective in May 2005, sets limits on sulfur oxide and nitrogen oxide emissions from ship exhausts and prohibits deliberate emissions of ozone depleting substances, such as chlorofluorocarbons.
We compete not only with other tanker owners, but also with fleets controlled by our customers. We primarily compete for charters on the basis of price, however, vessel condition, location, size, and age, in addition to our reputation as an operator, may impact our competitive position.
We primarily compete for charters on the basis of price, however, vessel condition, location, size, and age, in addition to our reputation as an operator, may impact our competitive position. Our competitive position may also be affected by price dislocation between other sizes of vessels that could enter the trades in which we engage.
Protection and indemnity associations are mutual marine indemnity associations formed by shipowners to provide protection from large financial loss to one member by contribution towards that loss by all members. 28 Table of Contents We believe that our anticipated insurance coverage will be adequate to protect us against the accident-related risks involved in the conduct of our business and that we will maintain appropriate levels of environmental damage and pollution insurance coverage, consistent with standard industry practice.
We believe that our anticipated insurance coverage will be adequate to protect us against the accident-related risks involved in the conduct of our business and that we will maintain appropriate levels of environmental damage and pollution insurance coverage, consistent with standard industry practice.
Ltd. has arranged for marine hull and machinery and war risks insurance, which includes the risk of actual or constructive total loss, and protection and indemnity insurance with mutual assurance associations. Each of DHT Management AS and DHT Ship Management (Singapore) Pte.
We are responsible for the payment of premiums. Our wholly owned subsidiaries have arranged for marine hull and machinery and war risks insurance, which includes the risk of actual or constructive total loss, and protection and indemnity insurance with mutual assurance associations.
In July 2010, the IMO amendments to Annex VI regarding emissions of sulfur oxide, nitrogen oxide particulate matter and ozone depleting substances came into effect.
Caribbean Sea are designated ECAs, and from May 1, 2024, the Mediterranean Sea will become an ECA, with compliance obligations beginning May 1, 2025. In July 2010, the IMO amendments to Annex VI regarding emissions of sulfur oxide, nitrogen oxide particulate matter and ozone depleting substances came into effect.
Additionally, we wholly own a subsidiary incorporated under the laws of the Republic of Singapore that does not own any vessels. We operate our vessels through our subsidiary management companies in Monaco, Norway and Singapore. We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
We operate our vessels through our subsidiary management companies in Monaco, Norway, Singapore and India. We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In accordance with these requirements, we file reports and other information as a foreign private issuer with the SEC.
In addition, the operation of any ocean-going vessel is subject to the inherent possibility of catastrophic marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade. Each of DHT Management AS and DHT Ship Management (Singapore) Pte.
In addition, the operation of any ocean-going vessel is subject to the inherent possibility of catastrophic marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade. 27 Table of Contents Our wholly owned subsidiaries are responsible for arranging the insurance of our vessels on terms in line with standard industry practice.
Similarly, in December 2002, amendments to SOLAS created a new chapter of the convention dealing specifically with maritime security. This new chapter came into effect in July 2004 and imposes various detailed security obligations on vessels and port authorities, most of which are contained in the International Ship and Port Facilities Security Code (the “ISPS Code”).
This new chapter came into effect in July 2004 and imposes various detailed security obligations on vessels and port authorities, most of which are contained in the International Ship and Port Facilities Security Code (the “ISPS Code”). 33 Table of Contents The ISPS Code requires vessels to develop and maintain a ship security plan that provides security measures to address potential threats to the security of ships or port facilities.
You may also inspect reports and other information regarding registrants, such as us, that file electronically with the SEC without charge at a website maintained by the SEC at http://www.sec.gov. These documents and other important information on our governance are posted on our website and may be viewed at www.dhtankers.com.
You may obtain copies of all or any part of such materials from the SEC upon payment of prescribed fees. You may also inspect reports and other information regarding registrants, such as us, that file electronically with the SEC without charge at a website maintained by the SEC at http://www.sec.gov.
In addition, a future serious marine incident that results in significant oil pollution or otherwise causes significant adverse environmental impact could result in additional legislation or regulation that could negatively affect our profitability. 29 Table of Contents International Maritime Organization In September 1997, the IMO adopted Annex VI to the International Convention for the Prevention of Pollution from Ships to address air pollution from ships.
In addition, a future serious marine incident that results in significant oil pollution or otherwise causes significant adverse environmental impacts could result in additional legislation or regulation that could negatively affect our profitability.
Peaks in tanker demand quite often precede seasonal oil consumption peaks, as refiners and suppliers anticipate consumer demand.
SEASONALITY We operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, charter rates. Peaks in tanker demand quite often precede seasonal oil consumption peaks, as refiners and suppliers anticipate consumer demand.
The BWM Convention provides for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits. The cost of compliance with such ballast water treatment requirements, including the installation of ballast water treatment systems, could increase for ocean carriers, and these costs may be material.
The BWM Convention provides for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits. As of the date of this report, all of our vessels have ballast water treatment systems installed.
On November 25, 2002, the Maritime Transportation Security Act of 2002 (the “MTSA”) was signed into law. To implement certain portions of the MTSA, the U.S. Coast Guard issued regulations in July 2003 requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the U.S.
VESSEL SECURITY REGULATIONS A number of initiatives have been introduced to enhance vessel security. On November 25, 2002, the Maritime Transportation Security Act of 2002 (the “MTSA”) was signed into law. To implement certain portions of the MTSA, the U.S.
We will be required to obtain the consent of any applicable charterer and our lenders before we appoint a new manager; however, such consent may not be unreasonably withheld. The technical management for our 22 vessels that fly the Hong Kong flag is carried out by our subsidiary, Goodwood Ship Management Pte.
Upon termination, we are required to cover actual crew support cost and severance cost and to pay a management fee for three months following termination. We will be required to obtain the consent of any applicable charterer and our lenders before we appoint a new manager; however, such consent may not be unreasonably withheld.
Each vessel subsidiary pays the actual cost associated with the insurance placed for the relevant vessel.
Each vessel subsidiary pays the actual cost associated with the insurance placed for the relevant vessel. OUR FLEET The following chart summarizes certain information about the vessels in our fleet as of December 31, 2023.
The CII will be calculated annually and implemented as an operational carbon intensity measure to benchmark and improve efficiency. The regulations and framework will be reviewed by January 1, 2026. The U.S. has adopted regulations to limit greenhouse gas emissions from certain mobile and large stationary sources.
The CII will be calculated annually and implemented as an operational carbon intensity measure to benchmark and improve efficiency. On January 1, 2023, it became mandatory for ships to calculate their EEXI and initiate the collection of data for reporting their CII and CII rating. The regulations and framework will be reviewed by January 1, 2026.
The information on our website is not a part of this report. 24 Table of Contents B. BUSINESS OVERVIEW We operate a fleet of crude oil tankers. As of March 16, 2023, our fleet consisted of 23 VLCC crude oil tankers, all of which are wholly owned by DHT Holdings, Inc.
These documents and other important information on our governance are posted on our website and may be viewed at www.dhtankers.com. The information contained on or connected to our website is not a part of this annual report. B. BUSINESS OVERVIEW We operate a fleet of crude oil tankers.
The 23 VLCCs have a combined carrying capacity of 7,152,498 dwt and an average age of 9.4 years as of the date of this report.
The 24 VLCCs currently in operation have a combined carrying capacity of 7,479,177 dwt and an average age of 10.2 years as of the date of this report. RECENT DEVELOPMENTS Acquisition of VLCC On July 31, 2023, the Company took delivery of DHT Appaloosa, the 2018 VLCC acquired for $94.5 million.
Removed
In accordance with these requirements, we file reports and other information as a foreign private issuer with the SEC. You may obtain copies of all or any part of such materials from the SEC upon payment of prescribed fees.
Added
As of March 15, 2024, our fleet consisted of 24 VLCC crude oil tankers, all of which are wholly owned by DHT Holdings, Inc. In addition, the Company has contracted to build four new VLCCs, two at Hyundai Heavy Industries and two at Hanwha Ocean in South Korea, for delivery in 2026.
Removed
Sale of three VLCCs In May 2022, the Company entered into agreements to sell DHT Hawk, built 2007, and DHT Falcon, built 2006, for $40 million and $38 million, respectively. The vessels were both delivered during the second quarter of 2022 and the sales generated a combined gain of $12.7 million.
Added
In the third quarter of 2023, the Company drew down $55 million under the revolving credit facility, which was applied towards the delivery of DHT Appaloosa and general corporate purposes.
Removed
In August 2022, the Company entered into an agreement to sell DHT Edelweiss, built 2008, for $37 million. The vessel was not fitted with exhaust gas cleaning system and was due for its 3 rd Special Survey and installation of ballast water treatment system in the first quarter of 2023.
Added
Further, the Company entered into a $45 million senior secured credit facility under the incremental facility, with ING, Nordea, ABN AMRO, Danish Ship Finance and SEB, as lenders, a wholly owned special-purpose vessel-owner subsidiary of the Company as borrower, and DHT Holdings, Inc., as guarantor.
Removed
The vessel was delivered to its new owner during the third quarter of 2022 and the sale generated a gain of $6.8 million. Credit Agricole Credit Facility In November 2022, the Company entered into agreement for a $37.5 million refinancing with Credit Agricole.
Added
Borrowings bear interest at a rate equal to SOFR plus a margin of 1.80% and is repayable in quarterly installments of $0.75 million with maturity in January 2029. The draw down of the $45 million senior secured credit facility was used to repay the revolving credit facility.
Removed
The Credit Agricole Credit Facility bears interest at a rate equal to SOFR plus a margin of 2.05%, including a historical Credit Adjustment Spread (CAS) of 26 basis points and has final maturity in December 2028.
Added
COMPETITION The operation of tanker vessels and transportation of crude and petroleum products is highly competitive. We compete not only with other tanker owners, but also with fleets controlled by our customers.
Removed
Technical Management Our vessel that flies the French flag is managed by V. Ships France SAS (the “Technical Manager”).
Added
Protection and indemnity associations are mutual marine indemnity associations formed by shipowners to provide protection from large financial loss to one member by contribution towards that loss by all members.
Removed
The ship management agreement with V. Ships France SAS is cancelable by us or the Technical Manager for any reason at any time upon 60 days’ prior written notice to the other. Upon termination, we are required to cover actual crew support cost and severance cost and to pay a management fee for three months following termination.
Added
However, a catastrophic spill could exceed the insurance coverage available, in which event there could be a material adverse effect on our business and on the Technical Managers’ business, which could impair the Technical Managers’ ability to manage our vessels.
Removed
Our competitive position may also be affected by price dislocation between other sizes of vessels that could enter the trades in which we engage. SEASONALITY We operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, charter rates.
Added
If other ECAs are approved by the IMO or other new or more stringent requirements relating to emissions from marine diesel engines or port operations by vessels are adopted by the EPA or the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations.
Removed
Ltd. is responsible for arranging the insurance of our vessels on terms in line with standard industry practice. We are responsible for the payment of premiums. Each of DHT Management AS and DHT Ship Management (Singapore) Pte.
Added
In July 2023, the IMO adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships, which builds upon the initial strategy’s levels of ambition.
Removed
The ISPS Code requires vessels to develop and maintain a ship security plan that provides security measures to address potential threats to the security of ships or port facilities.
Added
The revised levels of ambition include (1) further decreasing the carbon intensity from ships through improvement of energy efficiency; (2) reducing carbon intensity of international shipping; (3) increasing adoption of zero or near-zero emissions technologies, fuels, and energy sources; and (4) achieving net zero GHG emissions from international shipping. 32 Table of Contents In the EU, greenhouse gas emissions are regulated under the EU Emissions Trading System (the “EU ETS”), an EU-wide trading scheme that implements GHG emissions pricing.
Added
While the shipping industry had not been subject to the EU ETS in the past, in May 2023, EU ETS regulations were amended in order to include emissions from maritime transport activities in the EU ETS and to require the monitoring, reporting and verification of emissions of additional greenhouse gases and emissions from additional ship types.
Added
In January 2024, the EU ETS will be extended to cover CO 2 emissions from all large ships (of 5,000 gross tonnage and above) entering EU and European Economic Area (“EEA”) ports, and will apply to methane and nitrous oxide emissions beginning in 2026. Shipping companies will need to buy allowances that correspond to the emissions covered by the system.
Added
Emissions from voyages and port calls within the EU and EEA will be fully accounted for in the EU ETS, while half of the emissions during voyages and port calls from and to non-EU countries will be covered.
Added
The emissions in scope for surrendering allowances will be gradually phased-in, starting with 40% of emissions for 2024 and increasing to 70% for 2025 and to 100% for 2026 and onwards. Starting in January 2025, all large ships (of 5,000 gross tonnage and above) entering EU and EEA ports will have to comply with the FuelEU Maritime Regulation (the “FuelEU”).
Added
Fuel EU sets “well-to-wake” GHG emission intensity requirements for energy used on board. The GHG intensity requirement applies to 100% of energy used on voyages and port calls within the EU and EEA, and 50% of energy used on voyages into or out of the EU and EEA.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

79 edited+21 added−54 removed60 unchanged
Biggest changeOperating Period Total Payment Per Common Share Record Date Payment Date Jan. 1 - March 31, 2020 $51.5 million $0.35 May 19, 2020 May 26, 2020 April 1 - June 30, 2020 $82.0 million $0.48 Aug. 26, 2020 Sep. 2, 2020 July 1 - Sep. 30, 2020 $34.2 million $0.20 Nov. 18, 2020 Nov. 25, 2020 Oct. 1 - Dec. 31, 2020 $8.6 million $0.05 Feb. 18, 2021 Feb. 25, 2021 Jan. 1 - March 31, 2021 $6.8 million $0.04 May 19, 2021 May 26, 2021 April 1 - June 30, 2021 $3.3 million $0.02 Aug. 19, 2021 Aug. 26, 2021 July 1 - Sep. 30, 2021 $3.3 million $0.02 Nov. 16, 2021 Nov. 23, 2021 Oct. 1 - Dec. 31, 2021 $3.3 million $0.02 Feb. 17, 2022 Feb. 24, 2022 Jan. 1 - March 31, 2022 $3.3 million $0.02 May 19, 2022 May 26, 2022 April 1 - June 30, 2022 $6.5 million $0.04 Aug. 23, 2022 Aug. 30, 2022 July 1 - Sep. 30, 2022 $6.5 million $0.04 Nov. 22, 2022 Nov. 29, 2022 Oct. 1 - Dec. 31, 2022 $61.9 million $0.38 Feb. 17, 2023 Feb. 24, 2023 39 Table of Contents Working capital, defined as total current assets less total current liabilities, was $171.2 million at December 31, 2022 compared to $90.0 million at December 31, 2021.
Biggest changeRisk Factors—Risks Relating to Our Company—We may not pay dividends in the future”). 38 Table of Contents Operating Period Total Payment Per Common Share Record Date Payment Date Jan. 1 – Mar. 31, 2021 $6.8 million $ 0.04 May 19, 2021 May 26, 2021 Apr. 1 – Jun. 30, 2021 $3.3 million $ 0.02 Aug. 19, 2021 Aug. 26, 2021 Jul. 1 - Sep. 30, 2021 $3.3 million $ 0.02 Nov. 16, 2021 Nov. 23, 2021 Oct. 1 - Dec. 31, 2021 $3.3 million $ 0.02 Feb. 17, 2022 Feb. 24, 2022 Jan. 1 – Mar. 31, 2022 $3.3 million $ 0.02 May 19, 2022 May 26, 2022 Apr. 1 – Jun. 30, 2022 $6.5 million $ 0.04 Aug. 23, 2022 Aug. 30, 2022 Jul. 1 - Sep. 30, 2022 $6.5 million $ 0.04 Nov. 22, 2022 Nov. 29, 2022 Oct. 1 - Dec. 31, 2022 $61.9 million $ 0.38 Feb. 17, 2023 Feb. 24, 2023 Jan. 1 – Mar. 31, 2023 $37.5 million $ 0.23 May 18, 2023 May 25, 2023 Apr. 1 – Jun. 30, 2023 $56.7 million $ 0.35 Aug. 23, 2023 Aug. 30, 2023 Jul. 1 – Sep. 30, 2023 $30.6 million $ 0.19 Nov. 21, 2023 Nov. 28, 2023 Oct. 1 – Dec. 31, 2023 $35.5 million $ 0.22 Feb. 21, 2024 Feb. 28, 2024 Working capital, defined as total current assets less total current liabilities, was $143.9 million at December 31, 2023 compared to $171.2 million at December 31, 2022.
Critical Accounting Estimates Our financial statements for the fiscal years 2022, 2021 and 2020 have been prepared in accordance with International Financial Reporting Standards, or “IFRS,” as issued by the International Accounting Standards Board, or the “IASB,” which require us to make estimates in the application of our accounting policies based on the best assumptions, judgments, and opinions of management.
Critical Accounting Estimates Our financial statements for the fiscal years 2023, 2022 and 2021 have been prepared in accordance with International Financial Reporting Standards, or “IFRS,” as issued by the International Accounting Standards Board, or the “IASB,” which require us to make estimates in the application of our accounting policies based on the best assumptions, judgments, and opinions of management.
In March 2023, our board of directors approved a repurchase through March 2024 of up to $100 million of DHT securities through open market purchases, negotiated transactions or other means in accordance with applicable securities laws. The repurchase program may be suspended or discontinued at any time.
In March 2024, our board of directors approved a repurchase through March 2025 of up to $100 million of DHT securities through open market purchases, negotiated transactions or other means in accordance with applicable securities laws. The repurchase program may be suspended or discontinued at any time.
All shares of DHT common stock acquired by DHT are expected to be retired and restored to authorized but unissued shares. Since 2020, we have paid the dividends set forth in the table below. The aggregate and per share dividend amounts set forth in the table below are not expressed in thousands.
All shares of DHT common stock acquired by DHT are expected to be retired and restored to authorized but unissued shares. Since 2021, we have paid the dividends set forth in the table below. The aggregate and per share dividend amounts set forth in the table below are not expressed in thousands.
In connection with the vessels’ increasing age and market development, a decline in market value of the vessels could take place in 2023. As of December 31, 2022, all of our vessels had charter-free fair market value above their carrying value.
In connection with the vessels’ increasing age and market development, a decline in market value of the vessels could take place in 2025. As of December 31, 2023, all of our vessels had charter-free fair market value above their carrying value.
FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION The principal factors that affect our results of operations and financial condition include: • with respect to vessels on charter, the charter rate that we are paid; • with respect to vessels operating in the spot market, the revenues earned by such vessels and cost of bunkers; • our vessels’ operating expenses; • our insurance premiums and vessel taxes; • the required maintenance capital expenditures related to our vessels; • the required capital expenditures related to newbuilding orders; • our ability to access capital markets to finance our fleet; • our vessels’ depreciation and potential impairment charges; • our general and administrative and other expenses; • our interest expense including any interest swaps; • any future vessel sales and acquisitions; • general market conditions when charters expire; • fluctuations in the supply of and demand for oil transportation; • the impact of the COVID-19 pandemic (and variants that may emerge); and • prepayments under our credit facilities to remain in compliance with covenants.
FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION The principal factors that affect our results of operations and financial condition include: • with respect to vessels on charter, the charter rate that we are paid; • with respect to vessels operating in the spot market, the revenues earned by such vessels and cost of bunkers; • our vessels’ operating expenses; • our insurance premiums and vessel taxes; 35 Table of Contents • the required maintenance capital expenditures related to our vessels; • the required capital expenditures related to newbuilding orders; • our ability to access capital markets to finance our fleet; • our vessels’ depreciation and potential impairment charges; • our general and administrative and other expenses; • our interest expense including any interest swaps; • any future vessel sales and acquisitions; • general market conditions when charters expire; • fluctuations in the supply of and demand for oil transportation; • the impact of any new outbreaks or new variants of COVID-19 that may emerge; and • prepayments under our credit facilities to remain in compliance with covenants.
Voyage expenses are capitalized between the previous discharge port, or contract date if later, and the next load port if they qualify as fulfillment costs under IFRS 15.
Voyage expenses, primarily bunker expenses, are capitalized between the previous discharge port, or contract date if later, and the next load port if they qualify as fulfillment costs under IFRS 15.
Capitalized voyage expenses are amortized between load port and discharge port. 45 Table of Contents The Company adopted IFRS 16 Leases with effect from January 1, 2019. IFRS 16 introduced a comprehensive model for the identification of lease arrangements and accounting treatments for both lessors and lessees.
Capitalized voyage expenses are amortized between load port and discharge port. The Company adopted IFRS 16 Leases with effect from January 1, 2019. IFRS 16 introduced a comprehensive model for the identification of lease arrangements and accounting treatments for both lessors and lessees.
The credit facility is secured by, among other things, a first-priority mortgage on the vessel financed by the credit facility, a first-priority assignment of earnings, insurances and intercompany claims, a first-priority pledge of the balances of each of the borrowers’ bank accounts and a first-priority pledge over the shares in each of the borrowers.
The Nordea Credit Facility is secured by, among other things, a first-priority mortgage on the vessels financed by the credit facility, a first-priority assignment of earnings, insurances and intercompany claims, a first-priority pledge of the balances of each of the borrowers’ bank accounts and a first-priority pledge over the shares in each of the borrowers.
RESULTS OF OPERATIONS Income from Vessel Operations Shipping revenues increased by $154.5 million, or 52.2%, to $450.4 million in 2022 from $295.9 million in 2021. The increase from 2021 to 2022 includes $168.6 million attributable to higher tanker rates partly offset by $14.1 million attributable to a decrease in total revenue days as a result of sale of vessels.
Shipping revenues increased by $154.5 million, or 52.2%, to $450.4 million in 2022 from $295.9 million in 2021. The increase from 2021 to 2022 includes $168.6 million attributable to higher tanker rates partly offset by $14.1 million attributable to a decrease in total revenue days as a result of sale of vessels.
For additional information, refer to Note 6 to our consolidated financial statements for December 31, 2022, included as Item 18 of this report. 49 Table of Contents SAFE HARBOR Applicable to the extent the disclosures required by this Item 5. of Form 20-F require the statutory safe harbor protections provided to forward-looking statements.
For additional information, refer to Note 6 to our consolidated financial statements for December 31, 2023, included as Item 18 of this report. SAFE HARBOR Applicable to the extent the disclosures required by this Item 5. of Form 20-F require the statutory safe harbor protections provided to forward-looking statements. 46 Table of Contents
Under the ship management agreements, each vessel subsidiary pays the actual cost associated with the technical management and an annual management fee for the relevant vessel.
Under the ship management agreement, each vessel subsidiary pays the actual cost associated with the technical management and an annual management fee for the relevant vessel.
The Technical Managers are generally responsible for the technical operation and upkeep of our vessels, including crewing, maintenance, repairs and drydockings, maintaining required vetting approvals and relevant inspections, and for ensuring our fleet complies with the requirements of classification societies as well as relevant governments, flag states, environmental and other regulations.
The Technical Manager is generally responsible for the technical operation and upkeep of our vessels, including crewing, maintenance, repairs and drydockings, maintaining required vetting approvals and relevant inspections, and for ensuring our fleet complies with the requirements of classification societies as well as relevant governments, flag states, environmental and other regulations.
Revenue Recognition During 2022, our vessels generated revenues from time charters and by operating in the spot market (voyage charters).
Revenue Recognition During 2023, our vessels generated revenues from time charters and by operating in the spot market (voyage charters).
In 2022, net cash provided by operating activities was $127.9 million, net cash provided by investing activities was $110.5 million (comprising $112.4 million related to proceeds from sale of vessels and $8.3 million related to acquisition of subsidiary, net of cash paid, partly offset by $9.9 million related to investment in vessels) and net cash used in financing activities was $173.3 million (comprising $96.8 million related to prepayment of long-term debt, $25.5 million related to repayment of long-term debt in connection with sale of vessels, $24.8 million related to purchase of treasury shares, $19.7 million related to cash dividends paid, $9.5 million related to scheduled repayment of long-term debt and $1.1 million related to repayment of the principal element of lease liability, partly offset by $4.0 million related to issuance of long-term debt).
In 2022, net cash provided by operating activities was $127.9 million, net cash provided by investing activities was $110.5 million (comprising $112.4 million related to proceeds from sale of vessels and $8.3 million related to acquisition of subsidiary, net of cash paid, partly offset by $9.9 million related to investment in vessels) and net cash used in financing activities was $173.3 million (comprising $131.8 million related to repayment of long-term debt, $24.8 million related to purchase of treasury shares, $19.7 million related to cash dividends paid and $1.1 million related to repayment of the principal element of lease liability, partly offset by $4.0 million related to issuance of long-term debt).
The increase was due to a $3.0 million gain related to debt modification in 2021, partly offset by a non-cash gain of $15.0 million related to interest rate derivatives in 2022 compared to a non-cash gain of $12.5 million in 2021. Net financial expenses were $11.3 million in 2021 compared to $46.4 million in 2020.
Net financial expenses were $11.6 million in 2022 compared to $11.3 million in 2021. The increase was due to a $3.0 million gain related to debt modification in 2021, partly offset by a non-cash gain of $15.0 million related to interest rate derivatives in 2022 compared to a non-cash gain of $12.5 million in 2021. B.
In 2022, investing activities related to proceeds from sale of vessels and $112.4 million and $8.3 million related to acquisition of subsidiary, net of cash paid, partly offset by $9.9 million related to investment in vessels. Net cash used in investing activities was $86.5 million in 2021 compared to $26.7 million in 2020.
Net cash provided by investing activities was $110.5 million in 2022 compared to net cash used in investing activities of $86.5 million in 2021. In 2022, investing activities related to proceeds from sale of vessels of $112.4 million and $8.3 million related to acquisition of subsidiary, net of cash paid, partly offset by $9.9 million related to investment in vessels.
Such expenditures are insignificant and are expensed as they are incurred. Time and resources spent to stay updated on technological developments and impact of new regulations are expensed as general and administrative expenses. D. Trend Information See “Item 5. Operating and Financial Review and Prospects - Market Outlook for 2023.” E.
Such expenditures are insignificant and are expensed as they are incurred. Time and resources spent to stay updated on technological developments, new regulations and market developments are expensed as general and administrative expenses. 43 Table of Contents D. Trend Information See “Item 5. Operating and Financial Review and Prospects - Market Outlook for 2024.” E.
Following is a discussion of the accounting policies that involve a higher degree of judgment and the methods of their application. For a complete description of all our significant accounting policies, see Note 2 to our consolidated financial statements for December 31, 2022, included as Item 18 of this report.
Following is a discussion of the accounting policies that involve a higher degree of judgment and the methods of their application. For a complete description of all our material accounting policy information, see Note 2 to our consolidated financial statements for December 31, 2023, included as Item 18 of this report.
The Company uses the term “capitalized voyage expenses” for costs related to the transportation of the vessel to the load port from its previous destination. 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.
The Company uses the term “capitalized voyage expenses” for costs related to the transportation of the vessel to the load port from its previous destination if they qualify as fulfillment costs under IFRS 15. 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.
As an indication of the extent of our sensitivity to interest rate changes, a one percentage point increase in LIBOR would have increased our interest expense for the year ended December 31, 2022 by $0.9 million based upon our debt level as of December 31, 2022. There were no material changes in market risk exposures from 2020 to 2022.
As an indication of the extent of our sensitivity to interest rate changes, a one percentage point increase in SOFR would have increased our interest expense for the year ended December 31, 2023 by $4.4 million based upon our debt level as of December 31, 2023. There were no material changes in market risk exposures from 2021 to 2023.
We are required to pay interest under our secured credit facilities quarterly or semiannually in arrears, insurance premiums either annually or more frequently (depending on the policy) and our vessel taxes, registration dues and classification expenses annually. MARKET OUTLOOK FOR 2023 The macroeconomic backdrop for our market is complex.
We are required to pay interest under our secured credit facilities quarterly or semiannually in arrears, insurance premiums either annually or more frequently (depending on the policy) and our vessel taxes, registration dues and classification expenses annually.
The tanker industry has historically been cyclical, experiencing volatility in freight rates, profitability and vessel values (refer to “Item 3.D.
The tanker industry has historically been cyclical, experiencing volatility in freight rates, profitability and vessel values (refer to “Item 3.D. Risk Factors—Risks Relating to Our Industry”).
The aggregate carrying value of vessels having carrying values that exceed their respective charter-free market values was $545 million, and the aggregate charter-free fair market value of such vessels was $1,807 million.
The aggregate carrying value of vessels having charter-free market values that exceed their respective carrying values was $1,283.7 million, and the aggregate charter-free fair market value of such vessels was $1,965.5 million.
Risk Factors—Risks Relating to Our Industry”). 36 Table of Contents Our expenses consist primarily of voyage expenses, hereunder primarily cost of bunkers and port charges; vessel operating expenses, hereunder crew cost, maintenance expenses, spare parts, various consumables, insurance premium expenses; interest expense, financing expenses, depreciation expense, impairment charges, vessel taxes and general and administrative expenses.
Our expenses consist primarily of voyage expenses, hereunder primarily cost of bunkers and port charges; vessel operating expenses, hereunder crew cost, maintenance expenses, spare parts, various consumables, insurance premium expenses; interest expense, financing expenses, depreciation expense, impairment charges, vessel taxes and general and administrative expenses.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements based on assumptions about our future business. Please see “Cautionary Note Regarding Forward-Looking Statements” for a discussion of the risks, uncertainties and assumptions relating to these statements.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements based on assumptions about our future business. Please see “Cautionary Note Regarding Forward-Looking Statements” for a discussion of the risks, uncertainties and assumptions relating to these statements. Our actual results may differ from those contained in the forward-looking statements and such differences may be material.
Working capital, defined as total current assets less total current liabilities, was $90.0 million at December 31, 2021 compared to $70.3 million at December 31, 2020.
Working capital, defined as total current assets less total current liabilities, was $171.2 million at December 31, 2022 compared to $90.0 million at December 31, 2021.
This also applies to assumptions used to evaluate impairment charges or reversal of prior year impairment charges. Reasonable changes in the assumptions for the discount rate or future charter rates could lead to a value in use for some of our vessels that is higher than, equal to or less than the carrying amount for such vessels.
Reasonable changes in the assumptions for the discount rate or future charter rates could lead to a value in use for some of our vessels that is higher than, equal to or less than the carrying amount for such vessels.
There was no other income for 2022, whereas other income for 2021 was $4.6 million which related to the distribution of equity received from The Norwegian Shipowner’s Mutual War Risk Insurance Association. Voyage expenses increased by $93.1 million to $185.5 million in 2022 from $92.4 million in 2021.
There was no other income for 2023 or 2022, whereas other income for 2021 was $4.6 million which related to the distribution of equity received from The Norwegian Shipowner’s Mutual War Risk Insurance Association. Voyage expenses decreased by $19.8 million to $165.7 in 2023 from $185.5 million in 2022.
The outstanding amount is repayable in quarterly installments of $5.9 million from March 2024, with the final payment of $40.9 million in addition to the last installment of $5.2 million due in the first quarter of 2027.
The outstanding amount is repayable in quarterly installments of $5.9 million from March 2025, with the final payment of $40.9 million in addition to the last installment of $5.2 million due in the first quarter of 2027. Additionally, the facility includes an uncommitted incremental facility of $250 million.
Additionally, the facility includes an uncommitted incremental facility of $250 million. 42 Table of Contents The credit facility is secured by, among other things, a first-priority mortgage on the vessels financed by the credit facility, a first-priority assignment of earnings, insurances and intercompany claims, a first-priority pledge of the balances of each of the borrowers’ bank accounts and a first-priority pledge over the shares in each of the borrowers.
The ING Credit Facility is secured by, among other things, a first-priority mortgage on the vessels financed by the credit facility, a first-priority assignment of earnings, insurances and intercompany claims, a first-priority pledge of the balances of each of the borrowers’ bank accounts and a first-priority pledge over the shares in each of the borrowers.
Our longer-term liquidity requirements include increased repayment of the principal balance of our secured credit facilities. We may require new borrowings or issuances of equity or other securities to meet this repayment obligation.
Our longer-term liquidity requirements include increased repayment of the principal balance of our secured credit facilities. We may require new borrowings or issuances of equity or other securities to meet this repayment obligation. Alternatively, we can sell assets and use the proceeds to pay down debt.
Danish Ship Finance Credit Facility In November 2014, the Company entered into a credit facility in the amount of $49.4 million, to fund the acquisition of one of the VLCCs to be constructed at HHI through a secured term loan facility between and among Danish Ship Finance A/S, as lender, a special-purpose wholly owned vessel-owning subsidiary, as borrower, and DHT Holdings, Inc., as guarantor (the “Danish Ship Finance Credit Facility”).
Because the following is only a summary, it does not contain all information that you may find useful. 40 Table of Contents Danish Ship Finance Credit Facility In November 2014, the Company entered into a credit facility in the amount of $49.4 million, to fund the acquisition of one of the VLCCs to be constructed at HHI through a secured term loan facility between and among Danish Ship Finance A/S, as lender, a special-purpose wholly owned vessel-owning subsidiary, as borrower, and DHT Holdings, Inc., as guarantor (the “Danish Ship Finance Credit Facility”).
Net cash provided by financing activities was $18.0 million in 2021 compared to net cash used in financing activities of $501.9 million in 2020.
Net cash used in financing activities was $173.3 million in 2022 compared to net cash provided by financing activities of $18.0 million in 2021.
In September 2022, our board of directors revised the dividend policy to return 100% of our net income to shareholders in the form of quarterly cash dividends (refer to “Item 3.D. Risk Factors—Risks Relating to Our Company—We may not pay dividends in the future”).
In September 2022, our board of directors revised the dividend policy to return 100% of our net income to shareholders in the form of quarterly cash dividends (refer to “Item 3.D.
Secured Credit Facilities The following summary of the material terms of our secured credit facilities does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of our secured credit facilities. Because the following is only a summary, it does not contain all information that you may find useful.
Secured Credit Facilities The following summary of the material terms of our secured credit facilities does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of our secured credit facilities.
Vessel Lives The Company estimates the average useful life of a vessel to be 20 years. The actual life of a vessel may be different, and the useful lives of the vessels are reviewed at fiscal year-end, with the effect of any changes in estimate accounted for on a prospective basis.
Vessel Lives The Company estimates the average useful life of a vessel to be 20 years. The actual life of a vessel may be different, and the useful lives of the vessels are reviewed at fiscal year-end,.
The following non-cash items, which do not directly impact the cash flow, explain the non-cash elements of the decrease in net income, an increase of $4.4 million related to depreciation and amortization, a decrease of $12.6 million related to impairment charges, a decrease of $3.0 million related to amortization of deferred debt issuance cost, a decrease of $15.2 million related to gain on sale of vessels, a decrease of $20.5 million related to fair value gain on derivative financial liabilities, a decrease of $0.8 million related to compensation related to options and restricted stock and a decrease of $3.0 million related to gain on modification of debt.
The following non-cash items, which do not directly impact the cash flow, explain the non-cash elements of the increase in net income, a decrease of $14.4 million related to depreciation and amortization, a decrease of $0.9 million related to compensation related to options and restricted stock, a decrease of $0.6 million related to impairment of equity accounted investment, partly offset by a decrease of $19.5 million related to gain on sale of vessels and $15.5 million related to fair value on derivative financial liabilities.
In 2022, net cash provided by operating activities was $127.9 million compared to $60.6 million in 2021. The increase resulted from net income of $62.0 million in 2022 compared to net loss of $11.5 million in 2021, an increase of $73.5 million.
The increase resulted from net income of $62.0 million in 2022 compared to net loss of $11.5 million in 2021, an increase of $73.5 million.
ABN AMRO Credit Facility In April 2018, the Company entered into a $484 million credit facility with ABN AMRO, Nordea, Credit Agricole, DNB, ING, Danish Ship Finance, SEB, DVB and Swedbank, as lenders, two wholly owned vessel-owning subsidiaries as borrowers, and DHT Holdings, Inc. as guarantor (the “ABN AMRO Credit Facility”), for the financing of 11 VLCCs and two newbuildings.
The facility refinanced the outstanding amount under the $484 million credit facility with ABN AMRO, Nordea, Credit Agricole, DNB, ING, Danish Ship Finance, SEB, DVB and Swedbank, as lenders, two wholly owned vessel-owning subsidiaries as borrowers, and DHT Holdings, Inc. as guarantor (the “ABN AMRO Credit Facility”).
Borrowings bear interest at a rate equal to LIBOR + 2.00% and are repayable in 10 semiannual installments of $1.2 million each and a final payment of $24.3 million at final maturity.
Borrowings bore interest at a rate equal to LIBOR + 2.00% and are repayable in 10 semiannual installments of $1.2 million each and a final payment of $24.3 million at final maturity. In October 2023, the Company entered into an amended and restated agreement in relation to the LIBOR cessation.
“Value adjusted” is defined as an adjustment to reflect the difference between the carrying amount and the market valuations of the Company’s vessels (as determined quarterly by an approved broker). 41 Table of Contents Credit Agricole Credit Facility In November 2022, the Company entered into an amended and restated agreement between and among Credit Agricole, as lender, DHT Tiger Limited as borrower, and DHT Holdings, Inc. as guarantor for a $37.5 million credit facility to refinance the outstanding amount under a credit agreement with Credit Agricole that financed DHT Tiger.
Credit Agricole Credit Facility In November 2022, the Company entered into an amended and restated agreement between and among Credit Agricole, as lender, DHT Tiger Limited as borrower, and DHT Holdings, Inc. as guarantor for a $37.5 million credit facility to refinance the outstanding amount under a credit agreement with Credit Agricole that financed DHT Tiger.
The limited number of transactions in currencies other than U.S. dollars are translated at the exchange rate in effect at the date of each transaction. Differences in exchange rates during the period between the date a transaction denominated in a foreign currency is consummated and the date on which it is either settled or translated, are recognized.
Differences in exchange rates during the period between the date a transaction denominated in a foreign currency is consummated and the date on which it is either settled or translated, are recognized.
In 2021, net cash provided by operating activities was $60.6 million, net cash used in investing activities was $86.5 million (comprising $174.6 million related to investment in vessels, partly offset by $87.1 million related to proceeds from sale of vessels) and net cash used in financing activities was $18.0 million (comprising $355.8 million related to issuance of long-term debt, partly offset by $283.0 million repayment of long-term debt, $32.2 million related to purchase of treasury shares, $22.1 million related to cash dividends paid and $0.6 million related to repayment of the principal element of lease liability).
In 2023, net cash provided by operating activities was $251.4 million, net cash used in investing activities was $125.0 million (comprising $128.1 million related to investment in vessels, partly offset by $3.3 million related to proceeds from sale of derivatives), and net cash used in financing activities was $177.8 million (comprising $309.9 million related to repayment of long-term debt, $186.7 million related to cash dividends paid, $18.8 million related to purchase of treasury shares and $1.4 million related to repayment of the principal element of lease liability, partly offset by $339.6 million related to issuance of long-term debt ).
The decrease was due to a 8.7% decrease in operating days from 9,777 days in 2021 to 8,929 days in 2022. Vessel operating expenses decreased by $4.4 million to $77.8 million in 2021 from $82.2 million in 2020.
The increase was due to an increase of $0.9 million related to insurance and an increase of $0.9 million related to lubes. Vessel operating expenses decreased by $4.0 million to $73.8 million in 2022 from $77.8 million in 2021. The decrease was due to an 8.7% decrease in operating days from 9,777 days in 2021 to 8,929 days in 2022.
The decrease resulted from a decrease in depreciation related to vessels of $5.1 million, a decrease in depreciation of docking of $1.9 million, partly offset by additional depreciation related to exhaust gas cleaning systems of $1.4 million.
The decrease resulted from a decrease in depreciation related to exhaust gas cleaning systems of $12.2 million, a decrease in depreciation of vessels of $1.9 million and a decrease in depreciation of drydocking cost of $0.6 million, partly offset by additional depreciation related to other property, plant and equipment of $0.4 million.
Capital expenditures related to these drydockings are estimated to be $33.6 million, including $24.6 million for the installation of exhaust gas cleaning systems. We plan to finance the planned capital expenditures through our internal financial resources. We expect to finance our funding requirements with cash on hand, operating cash flow and bank debt or other types of financing.
We plan to finance the planned capital expenditures through our internal financial resources. We expect to finance our funding requirements with cash on hand, operating cash flow and bank debt or other types of financing.
Alternatively, we can sell assets and use the proceeds to pay down debt. 44 Table of Contents MARKET RISKS AND FINANCIAL RISK MANAGEMENT We are exposed to market risk from changes in interest rates, which could affect our results of operation and financial position. Borrowings under our secured credit facilities contain interest rates that fluctuate with the financial markets.
MARKET RISKS AND FINANCIAL RISK MANAGEMENT We are exposed to market risk from changes in interest rates, which could affect our results of operation and financial position. Borrowings under our secured credit facilities contain interest rates that fluctuate with the financial markets. Our interest expense is affected by changes in the general level of interest rates, particularly SOFR.
Other revenues for 2022 were $3.8 million and mainly relate to technical management services provided. The Company recorded a gain of $19.5 million for 2022 related to sale of vessels compared to a gain of $15.2 million for 2021 related to the same.
The Company recorded a gain of $19.5 million for 2022 related to sale of vessels compared to a gain of $15.2 million for 2021 related to the same.
Changes in operating assets and liabilities resulted from changes in accounts receivables and accrued revenues of $78.1 million, capitalized voyage expenses of $3.5 million, deferred shipping revenues of $26.7 million and $43.8 million related to bunkers, partly offset by prepaid expenses of $2.8 million and $8.4 million related to accounts payable and accrued expenses. 40 Table of Contents Net cash provided by investing activities was $110.5 million in 2022 compared to net cash used in investing activities of $86.5 million in 2021.
Further, changes in operating assets and liabilities were $3.5 million and resulted from changes in accounts receivable and accrued revenues of $12.3 million, capitalized voyage expenses of $1.7 million, deferred shipping revenues of $0.9 million and prepaid expenses of $0.5 million, partly offset by accounts payable and accrued expenses of $10.8 million and $1.1 million related to bunker inventory. 39 Table of Contents In 2022, net cash provided by operating activities was $127.9 million compared to $60.6 million in 2021.
The increase was due to more vessels in the spot market and higher bunker prices representing a $81.3 million increase in bunker expenses and a $12.7 million increase in port expenses. Voyage expenses decreased by $48.2 million to $92.4 million in 2021 from $140.6 million in 2020.
The increase was due to more vessels in the spot market and higher bunker prices representing a $81.3 million increase in bunker expenses and a $12.7 million increase in port expenses. Vessel operating expenses increased by $1.6 million to $75.4 million in 2023 from $73.8 million in 2022.
To the extent it is determined that indicators of impairment and/or reversal of previously recognized impairment exist, the value in use is estimated for the respective vessels.
To the extent it is determined that indicators of impairment and/or reversal of previously recognized impairment exist, the value in use is estimated for the respective vessels. A reversal of a previously recognized impairment loss is recorded only to the extent there has been an increase in the estimated service potential of an asset, either from use or sale.
In June 2022 and September 2022, the Company prepaid $23.1 million and $50 million, respectively, under the Nordea Credit Facility. The voluntary prepayments were made under the revolving credit facility tranches and may be re-borrowed. In December 2022, the Company prepaid $23.7 million under the Nordea Credit Facility. The prepayment was made for all regular installments for 2023.
In December 2022, the Company prepaid $23.7 million under the Nordea Credit Facility and the prepayment was made for all regular installments for 2023. In December 2023, the Company prepaid $23.7 million under the Nordea Credit Facility and the prepayment was made for all regular installments for 2024.
Our actual results may differ from those contained in the forward-looking statements and such differences may be material. 35 Table of Contents BUSINESS We currently operate a fleet of 23 VLCC crude oil tankers, all of which are wholly owned by DHT Holdings, Inc. VLCCs are tankers ranging in size from 200,000 to 320,000 deadweight tons, or “dwt”.
BUSINESS We currently operate a fleet of 24 VLCC crude oil tankers, all of which are wholly owned by DHT Holdings, Inc. VLCCs are tankers ranging in size from 270,000 to 320,000 deadweight tons, or “dwt”.
In 2021, investing activities related to investment in vessels of $174.6 million, partly offset by $87.1 million related to proceeds from sale of vessels and $1.0 million related to dividend received from associated company. Net cash used in financing activities was $173.3 million in 2022 compared to net cash provided by financing activities of $18.0 million in 2021.
Net cash used in investing activities was $125.0 million in 2023 compared to net cash provided by investing activities of $110.5 million in 2022. In 2023, investing activities related to investment in vessels of $128.1 million, partly offset by $3.3 million related to proceeds from sale of derivatives.
In March 2020, our board of directors approved a repurchase through March 2021 of up to $50 million of DHT securities through open market purchases, negotiated transactions or other means in accordance with applicable securities laws. In 2020, the Company did not repurchase or retire any shares of common stock.
In March 2023, our board of directors approved a repurchase through March 2024 of up to $100 million of DHT securities through open market purchases, negotiated transactions or other means in accordance with applicable securities laws. In 2023, the Company repurchased and retired 2,209,927 shares of common stock in the open market at an average price of $8.49 per share.
We had $396.7 million of total debt outstanding at December 31, 2022, compared to $522.3 million at December 31, 2021 and $450.0 million at December 31, 2020. During 2023, five of our vessels are scheduled to be drydocked and eight vessels are scheduled for installation of exhaust gas cleaning systems.
We had $428.7 million of total debt outstanding at December 31, 2023, compared to $396.7 million at December 31, 2022 and $522.3 million at December 31, 2021. During 2024, three of our vessels are scheduled to be drydocked and capital expenditures related to these drydockings are estimated to be $8.3 million.
General and administrative expenses in 2022 were $16.9 million (of which $4.2 million was non-cash cost related to restricted share agreements for our management and board of directors), compared to $16.6 million in 2021 (of which $4.4 million was non-cash cost related to restricted share agreements for our management and board of directors) and $17.9 million in 2020 (of which $4.8 million was non-cash cost related to restricted share agreements for our management and board of directors).
The decrease resulted from a decrease in depreciation related to vessels of $5.1 million, a decrease in depreciation of drydocking cost of $1.9 million, partly offset by additional depreciation related to exhaust gas cleaning systems of $1.4 million. 37 Table of Contents General and administrative expenses in 2023 were $17.4 million (of which $3.3 million was non-cash cost related to restricted share agreements for our management and board of directors), compared to $16.9 million in 2022 (of which $4.2 million was non-cash cost related to restricted share agreements for our management and board of directors) and $16.6 million in 2021 (of which $4.4 million was non-cash cost related to restricted share agreements for our management and board of directors).
Our strategy continues to be based on the following core principles: - an experienced organization focused on first rate operations and customer service; - maintain a prudent capital structure and robust cash break-even levels for our fleet that promote staying power through the business cycles; - combination of market exposure and fixed income for our fleet amd - countercyclical philosophy with respects to investments, employment of our fleet and capital allocation. 37 Table of Contents A.
Also, shipyard capacity for large tankers is scarce due to significant demand to build other types of ships, and inflationary pressure on labor, materials and equipment have increased costs and extended delivery time. 36 Table of Contents We believe our strategy continues to be well suited for the market that we operate in and is based on the following core principles: ◾ an experienced organization focused on first rate operations and customer service; ◾ maintain a prudent capital structure and robust cash break-even levels for our fleet that promote staying power through the business cycles; ◾ combination of market exposure and fixed income for our fleet; ◾ disciplined philosophy with respects to investments, employment of our fleet and capital allocation; and ◾ transparent corporate structure maintaining a high level of integrity and good governance.
A reversal of a previously recognized impairment loss is recorded only to the extent there has been an increase in the estimated service potential of an asset, either from use or sale. 46 Table of Contents Although management believes that the assumptions used to evaluate potential indicators of impairment or reversal of prior impairment are reasonable and appropriate at the time they were made, such assumptions are highly subjective and could change, possibly materially, in the future.
Although management believes that the assumptions used to evaluate potential indicators of impairment or reversal of prior impairment are reasonable and appropriate at the time they were made, such assumptions are highly subjective and could change, possibly materially, in the future. This also applies to assumptions used to evaluate impairment charges or reversal of prior year impairment charges.
The Nordea Credit Facility consists of a $119.8 million term loan and a $196.4 million revolving credit facility, of which $60 million is subject to quarterly reductions through the term of the facility.
The Nordea Credit Facility consists of a $119.8 million term loan and a $196.4 million revolving credit facility, of which $60 million is subject to quarterly reductions down to $45 million. 41 Table of Contents In June 2021, the Company drew down $233.8 million under the Nordea Credit Facility and repaid the total outstanding under the Old Nordea Credit Facility, amounting to $175.9 million.
In 2021, financing activities related to issuance of long-term debt of $355.8 million, partly offset by $283.0 million related to repayment of long-term debt, $32.2 million related to purchase of treasury shares and $22.1 million related to cash dividends paid.
In 2023, financing activities related to repayment of long-term debt of $309.9 million, $186.7 million related to cash dividends paid, $18.8 million related to purchase of treasury shares and $1.4 million related to repayment of the principal element of lease liability, partly offset by $339.6 million related to issuance of long-term debt.
General and administrative expenses for 2022, 2021 and 2020 include directors’ fees and expenses, the salary and benefits of our executive officers, legal fees, fees of independent auditors and advisors, directors and officers insurance, rent and miscellaneous fees and expenses. 38 Table of Contents Interest Expense and Amortization of Deferred Debt Issuance Cost Net financial expenses were $11.6 million in 2022 compared to $11.3 million in 2021.
General and administrative expenses for 2023, 2022 and 2021 include directors’ fees and expenses, the salary and benefits of our executive officers, legal fees, fees of independent auditors and advisors, directors and officers insurance, rent and miscellaneous fees and expenses.
The vessels are required by their respective classification societies to go through a drydock at regular intervals. In general, vessels below the age of 15 years are docked every five years and vessels older than 15 years are docked every 2 1 / 2 years.
The vessels are required by their respective classification societies to go through a drydock at regular intervals.
Carrying Value and Impairment A vessel’s recoverable amount is the higher of the vessel’s fair value less cost of disposal and its value in use.
In general, vessels below the age of 15 years are docked every five years and vessels older than 15 years are docked every 2.5 years. 44 Table of Contents Carrying Value and Impairment A vessel’s recoverable amount is the higher of the vessel’s fair value less cost of disposal and its value in use.
Borrowings bear interest at a rate equal to SOFR plus a margin of 1.90%, including the historical Credit Adjustment Spread (CAS) of 26 basis points, and is repayable in quarterly installments of $6.3 million with maturity in January 2029. 43 Table of Contents The credit facility is secured by, among other things, a first-priority mortgage on the vessels financed by the credit facility, a first-priority assignment of earnings, insurances and intercompany claims, a first-priority pledge of the balances of each of the borrowers’ bank accounts and a first-priority pledge over the shares in each of the borrowers.
Borrowings bear interest at a rate equal to SOFR plus a margin of 1.90%, including the historical CAS of 26 basis points, and is repayable in quarterly installments of $6.3 million with maturity in January 2029.
The increase in working capital in 2021 resulted mainly from an increase in bunkers of $21.5 million and a decrease in deferred shipping revenues of $11.4 million, partly offset by a decrease in cash and cash equivalents of $8.0 million and an increase in current portion long-term debt of $6.4 million.
The decrease in working capital in 2023 resulted from a decrease in cash and cash equivalents of $51.2 million, a decrease in derivative financial assets of $3.8 million, an increase in current portion long-term debt of $0.7 million, a decrease in capitalized voyage expenses of $0.3 million, an increase in other current liabilities of $0.2 million and an increase in deferred shipping revenues of $0.2 million, partly offset by an increase in accounts receivable and accrued revenues of $16.4 million, a decrease in accounts payable and accrued expenses of $8.9 million, an increase in prepaid expenses of $3.0 million and an increase in bunker inventory of $0.7 million.
The vessel was delivered to its new owner during the third quarter of 2022 and the sale generated a gain of $6.8 million. The Company repaid the outstanding debt of $12.2 million in connection with the sale and cancelled the RCF tranche of $2.4 million.
In August 2022, the Company entered into an agreement to sell DHT Edelweiss, a 2008 built VLCC, for $37.0 million. The vessel was delivered to its new owner during the third quarter of 2022 and the sale generated a gain of $6.8 million.
Vessel Built Vessel Type Purchase Month Carrying Value 1 Estimated Charter-Free Fair Market Value 2 (Dollars in thousands) DHT Mustang 2018 VLCC Oct. 2018 66,477 100,000 DHT Bronco 2018 VLCC Jul. 2018 65,636 100,000 DHT Colt 2018 VLCC May 2018 66,447 96,000 DHT Stallion 2018 VLCC Apr. 2018 66,242 96,000 DHT Tiger 2017 VLCC Jan. 2017 69,693 91,000 DHT Harrier 2016 VLCC Jan.2021 61,401 90,500 DHT Puma 2016 VLCC Aug. 2016 68,682 86,500 DHT Panther 2016 VLCC Aug. 2016 68,429 86,500 DHT Osprey 2016 VLCC Jan.2021 61,970 90,500 DHT Lion 2016 VLCC Mar. 2016 67,245 86,500 DHT Leopard 2016 VLCC Jan. 2016 66,741 86,500 DHT Jaguar 2015 VLCC Nov. 2015 66,429 82,000 DHT Taiga 2012 VLCC Sep. 2014 55,050 72,500 DHT Opal 2012 VLCC Apr. 2017 48,995 72,500 DHT Sundarbans 2012 VLCC Sep. 2014 53,863 72,500 DHT Redwood 2011 VLCC Sep. 2014 53,272 69,000 DHT Amazon 2011 VLCC Sep. 2014 51,203 69,000 DHT Peony 2011 VLCC Apr. 2017 43,224 65,000 DHT Lotus 2011 VLCC Jun. 2017 42,185 65,000 DHT China 2007 VLCC Sep. 2014 33,577 58,000 DHT Europe 2007 VLCC Sep. 2014 29,533 58,000 DHT Bauhinia 2007 VLCC Jun. 2017 27,259 58,000 DHT Scandinavia 2006 VLCC Sep. 2014 28,446 55,500 1 Carrying value does not include value of time charter contracts. 2 Estimated charter-free fair market value is provided for informational purposes only.
The following chart sets forth our fleet information, purchase prices, carrying values and estimated charter free fair market values as of December 31, 2023. 45 Table of Contents Vessel Built Vessel Type Purchase Month and Year Carrying Value 1 Estimated Charter-Free Fair Market Value 2 (Dollars in thousands) DHT Appaloosa 2018 VLCC Jul. 2023 94,371 103,000 DHT Mustang 2018 VLCC Oct. 2018 64,630 103,000 DHT Bronco 2018 VLCC Jul. 2018 63,866 103,000 DHT Colt 2018 VLCC May 2018 66,220 103,000 DHT Stallion 2018 VLCC Apr. 2018 66,203 103,000 DHT Tiger 2017 VLCC Jan. 2017 67,945 98,000 DHT Harrier 2016 VLCC Jan.2021 57,619 93,000 DHT Puma 2016 VLCC Aug. 2016 66,481 93,000 DHT Panther 2016 VLCC Aug. 2016 66,333 93,000 DHT Osprey 2016 VLCC Jan.2021 58,090 93,000 DHT Lion 2016 VLCC Mar. 2016 65,297 93,000 DHT Leopard 2016 VLCC Jan. 2016 64,299 93,000 DHT Jaguar 2015 VLCC Nov. 2015 64,203 88,000 DHT Taiga 2012 VLCC Sep. 2014 50,443 74,000 DHT Opal 2012 VLCC Apr. 2017 44,560 74,000 DHT Sundarbans 2012 VLCC Sep. 2014 49,364 74,000 DHT Redwood 2011 VLCC Sep. 2014 48,419 70,000 DHT Amazon 2011 VLCC Sep. 2014 46,699 70,000 DHT Peony 2011 VLCC Apr. 2017 39,299 66,000 DHT Lotus 2011 VLCC Jun. 2017 38,371 66,000 DHT China 2007 VLCC Sep. 2014 28,119 54,000 DHT Europe 2007 VLCC Sep. 2014 24,892 54,000 DHT Bauhinia 2007 VLCC Jun. 2017 22,640 54,000 DHT Scandinavia 2006 VLCC Sep. 2014 25,347 50,500 1 Carrying value does not include value of time charter contracts. 2 Estimated charter-free fair market value is provided for informational purposes only.
We have also included commitment fees for the undrawn $144.4 million Nordea Credit Facility and the undrawn $90.1 million of the ABN AMRO Credit Facility.
The interest on the balance outstanding is payable quarterly, except for the Danish Ship Finance Credit Facility which is payable semiannually. We have also included commitment fees for the undrawn $141.9 million Nordea Credit Facility and the undrawn $51.1 million of the ING Credit Facility.
In June 2021, the Company drew down $233.8 million under the Nordea Credit Facility and repaid the total outstanding under the Old Nordea Credit Facility, amounting to $175.9 million. Borrowings bear interest at a rate equal to LIBOR + 1.90%, and the facility has final maturity in January 2027.
Borrowings bore interest at a rate equal to LIBOR + 1.90%. In June 2023, the Company entered into an amended and restated agreement in relation to the LIBOR cessation. The credit facility bears interest at a rate equal to SOFR plus CAS plus a margin of 1.90%, and the facility has final maturity in January 2027.
In 2021, net cash provided by operating activities was $60.6 million compared to $529.9 million in 2020. The decrease resulted from net loss of $11.5 million in 2021 compared to net income of $266.3 million in 2020, a decrease of 277.8 million.
In 2023, net cash provided by operating activities was $251.4 million compared to $127.9 million in 2022. The increase resulted from net income of $161.4 million in 2023 compared to net income of $62.0 million in 2022, an increase of $99.4 million.
Depreciation and amortization expenses, including depreciation of capitalized drydocking cost, increased by $4.4 million to $128.6 million in 2021 from $124.2 million in 2020. The increase resulted from additional depreciation related to exhaust gas cleaning systems of $5.8 million, partly offset by a decrease in depreciation related to vessels of $1.5 million.
The decrease was related to a decrease in bunker expenses of $19.1 million and a decrease in port expenses and other voyage-related costs of $2.2 million, partly offset by an increase in broker commission of $1.4 million. Voyage expenses increased by $93.1 million to $185.5 million in 2022 from $92.4 million in 2021.
The decrease was due to a non-cash gain of $12.5 million related to interest rate derivatives in 2021 compared to a non-cash loss of $8.1 million in 2020 and $12.7 million decrease in interest expenses due to reduced outstanding debt and a reduction in LIBOR. B. LIQUIDITY AND SOURCES OF CAPITAL We operate in a capital-intensive industry.
The increase was due to a non-cash gain of $15.0 million related to interest rate derivatives in 2022 compared to a non-cash loss of $0.5 million in 2023 and increased interest expenses of $6.9 million due to increased interest rates, partly offset by interest income of $4.5 million in 2023 compared to $1.1 million in 2022.
AGGREGATE CONTRACTUAL OBLIGATIONS As of December 31, 2022, our long-term contractual obligations were as follows: 2023 2024 2025 2026 2027 Thereafter Total Long-term debt 1 $ 56,407 $ 236,759 $ 63,379 $ 33,117 $ 51,335 $ 26,464 $ 467,462 Total $ 56,407 $ 236,759 $ 63,379 $ 33,117 $ 51,335 $ 26,464 $ 467,462 1 Amounts shown include contractual installment and interest obligations on $216.8 million under the ABN AMRO Credit Facility, $117.2 million under the Nordea Credit Facility, $37.5 million under the Credit Agricole Credit Facility and $31.5 million under the Danish Ship Finance Credit Facility.
“Value adjusted” is defined as an adjustment to reflect the difference between the carrying amount and the market valuations of the Company’s vessels (as determined quarterly by an approved broker). 42 Table of Contents AGGREGATE CONTRACTUAL OBLIGATIONS As of December 31, 2023, our long-term contractual obligations were as follows: 2024 2025 2026 2027 2028 Thereafter Total Long-term debt 1 $ 65,665 $ 110,503 $ 77,736 $ 93,407 $ 64,638 $ 143,919 $ 555,867 Total $ 65,665 $ 110,503 $ 77,736 $ 93,407 $ 64,638 $ 143,919 $ 555,867 1 Amounts shown include contractual installment and interest obligations on $235.2 million under the ING Credit Facility, $93.5 million under the Nordea Credit Facility, $44.3 million under the incremental ING Credit Facility, $35.0 million under the Credit Agricole Credit Facility and $29.1 million under the Danish Ship Finance Credit Facility.
The interest obligations have been determined using a LIBOR of 4.77% per annum plus margin. The interest on $216.8 million is LIBOR + 2.40%, the interest on $117.2 million is LIBOR + 1.90%, the interest on $37.5 million is LIBOR + 1.79% and the interest on $31.5 million is LIBOR + 2.0%.
The interest obligations have been determined using a SOFR of 5.33% per annum plus margin plus CAS, if any.
For the year ended December 31, 2020, impairment indicators were identified for some of our vessels, due to an overall assessment of external and internal factors, and thus the Company performed further testing to determine the recoverable amount of the cash generating units.
For the year ended December 31, 2023, the Company performed an assessment using both internal and external sources of information and concluded there were no indicators of impairment or reversal of prior impairment.
For a complete description of all of our significant accounting policies, see Note 2 to our consolidated financial statements for December 31, 2022, included as Item 18 of this report. Like most of the shipping industry, our functional currency is the U.S. dollar. All of our revenues and most of our operating costs are in U.S. dollars.
Like most of the shipping industry, our functional currency is the U.S. dollar. All of our revenues and most of our operating costs are in U.S. dollars. The limited number of transactions in currencies other than U.S. dollars are translated at the exchange rate in effect at the date of each transaction.
As of the date of this report, seven of the vessels are on time charters and 16 vessels are operating in the spot market. The fleet operates globally on international routes. The 23 VLCCs have a combined carrying capacity of 7,152,498 dwt and an average age of 9.4 years as of the date of this report.
In addition, we have contracted to build four new VLCCs for delivery in 2026, with two each at Hyundai Heavy Industries and Hanwha Ocean, both in South Korea. As of the date of this report, five of the vessels are on time charters and 19 vessels are operating in the spot market. The fleet operates globally on international routes.
Removed
As of March 2023, we have entered into ship management agreements with two Technical Managers: Goodwood and V.Ships (France). Goodwood is owned 53% by DHT and manages our vessels flying the Hong Kong flag. V.Ships (France) manages the vessel flying the French flag.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeHill holds a Bachelor of Science degree from Aberdeen University. Ms. Hill is a resident and citizen of the United Kingdom. Svein Moxnes Harfjeld–President & Chief Executive Officer. Mr. Svein Moxnes Harfjeld joined DHT on September 1, 2010. Mr.Harfjeld has over 30 years of experience in the shipping industry.
Biggest changeZambelli graduated in mechanical engineering from the Federal University of Rio de Janeiro, and she holds a master’s degree in petroleum engineering from Heriot Watt University in the UK. She also has a postgraduate degree in Digital Business from Columbia University. Ms. Zambelli is a citizen and resident of Brazil. Svein Moxnes Harfjeld–President & Chief Executive Officer. Mr.
Change of control The 2022 Plan provides that, unless otherwise provided in an award agreement, in the event we experience a change of control (as defined in the 2022 Plan), unless provision is made in connection with the change of control for assumption for, or substitution of, awards previously granted: • all options outstanding as of the date the change of control is determined to have occurred will become fully exercisable and vested as of immediately prior to the change of control; 54 Table of Contents • all outstanding restricted shares that are still subject to restrictions on forfeiture will become fully vested and all restrictions and forfeiture provisions related thereto will lapse as of immediately prior to the change in control; • all cash incentive awards will be paid out as if the date of the change of control were the last day of the applicable performance period and “target” performance levels had been attained; and • all other outstanding awards will automatically be deemed exercisable or vested and all restrictions and forfeiture provisions related thereto will lapse as of immediately prior to such change of control.
Change of control The 2022 Plan provides that, unless otherwise provided in an award agreement, in the event we experience a change of control (as defined in the 2022 Plan), unless provision is made in connection with the change of control for assumption for, or substitution of, awards previously granted: • all options outstanding as of the date the change of control is determined to have occurred will become fully exercisable and vested as of immediately prior to the change of control; 50 Table of Contents • all outstanding restricted shares that are still subject to restrictions on forfeiture will become fully vested and all restrictions and forfeiture provisions related thereto will lapse as of immediately prior to the change in control; • all cash incentive awards will be paid out as if the date of the change of control were the last day of the applicable performance period and “target” performance levels had been attained; and • all other outstanding awards will automatically be deemed exercisable or vested and all restrictions and forfeiture provisions related thereto will lapse as of immediately prior to such change of control.
In addition, in January 2023, our executive officers were awarded an aggregate of 200,000 shares of restricted stock for the year 2022 pursuant to the 2022 Plan with certain vesting conditions. Executive Officer Employment Agreements We have entered into employment agreements with Mr. Harfjeld and Ms.
In addition, in January 2024, our executive officers were awarded an aggregate of 200,000 shares of restricted stock for the year 2023 pursuant to the 2022 Plan with certain vesting conditions. Executive Officer Employment Agreements We have entered into employment agreements with Mr. Harfjeld and Ms.
Mr. Erik Lind is our “audit committee financial expert” as that term is defined in Item 401(h) of Regulation S-K. The members of the audit committee are Mr. Kramer (chairperson), Mr. Lind and Mrs. Rossini.
Mr. Erik Lind is our “audit committee financial expert” as that term is defined in Item 401(h) of Regulation S-K. The members of the audit committee are Mr. Kramer (chairperson), Mr. Lind and Mrs.
Awards The 2022 Plan provides for the grant of options intended to qualify as incentive stock options, or “ISOs,” under Section 422 of the Internal Revenue Code of 1986, as amended, non-statutory stock options, or “NSOs,” restricted share awards, restricted stock units, or “RSUs,” cash incentive awards, dividend equivalents and other equity-based or equity-related awards. 53 Table of Contents Plan administration The 2022 Plan is administered by the compensation committee of our board of directors or such other committee as our board of directors may designate to administer the 2022 Plan.
Awards The 2022 Plan provides for the grant of options intended to qualify as incentive stock options, or “ISOs,” under Section 422 of the Internal Revenue Code of 1986, as amended, non-statutory stock options, or “NSOs,” restricted share awards, restricted stock units, or “RSUs,” cash incentive awards, dividend equivalents and other equity-based or equity-related awards. 49 Table of Contents Plan administration The 2022 Plan is administered by the compensation committee of our board of directors or such other committee as our board of directors may designate to administer the 2022 Plan.
Our board is currently composed of six directors, all of whom are independent under the rules of the NYSE applicable to U.S. companies. To promote open discussion among the directors, our directors meet in regularly scheduled and ad hoc executive session without participation of management and will continue to do so in 2023.
Our board is currently composed of six directors, all of whom are independent under the rules of the NYSE applicable to U.S. companies. To promote open discussion among the directors, our directors meet in regularly scheduled and ad hoc executive session without participation of management and will continue to do so in 2024.
The members of the nominating and corporate governance committee are Mr. Steimler (chairperson), Mr. Lind and Mr. Pyne. The purpose of our sustainability oversight committee is to assist, advise and act on behalf of the board of directors in providing oversight and guidance with respect to the Company’s environmental, social and corporate responsibility matters.
The members of the nominating and corporate governance committee are Mr. Steimler (chairperson), Mr. Lind, Mr. Pyne and Ms. Zambelli. The purpose of our sustainability oversight committee is to assist, advise and act on behalf of the board of directors in providing oversight and guidance with respect to the Company’s environmental, social and corporate responsibility matters.
The members of the sustainability oversight committee are Mrs. Rossini (chairperson), Ms. Hill and Mr. Kramer. DIRECTORS Our directors are elected by a plurality of the votes cast by stockholders entitled to vote. There is no provision for cumulative voting.
The members of the sustainability oversight committee are Mrs. Rossini (chairperson), Mr. Kramer and Ms. Zambelli. DIRECTORS Our directors are elected by a plurality of the votes cast by stockholders entitled to vote. There is no provision for cumulative voting.
Kramer also managed a closed-end fund, the Alliance Global Environment Fund. He worked at Neuberger Berman from 1988 to 1994 as a Securities Analyst. Mr.Kramer earned an M.B.A. from Harvard University Graduate School of Business. He graduated with a B.A. from Connecticut College. Mr. Kramer is a resident and citizen of the U.S. Sophie Rossini–Director. Mrs.
Kramer also managed a closed-end fund, the Alliance Global Environment Fund. He worked at Neuberger Berman from 1988 to 1994 as a Securities Analyst. Mr.Kramer earned an M.B.A. from Harvard University Graduate School of Business. He graduated with a B.A. from Connecticut College. Mr. Kramer is a resident and citizen of the U.S. 47 Table of Contents Sophie Rossini–Director. Mrs.
We have no service contracts between us and any of our directors providing for benefits upon termination of their employment or service. 55 Table of Contents Our board of directors is elected annually on a staggered basis, and each director elected holds office for a three-year term. Mr. Erik Lind was initially elected in July 2005. Mr.
We have no service contracts between us and any of our directors providing for benefits upon termination of their employment or service. Our board of directors is elected annually on a staggered basis, and each director elected holds office for a three-year term. Mr. Erik Lind was initially elected in July 2005. Mr.
Despite Mr. Harfjeld’s employment agreement providing that he will be compensated in both salary and director fees, in respect of 2021 and 2022, Mr. Harfjeld was compensated entirely in salary. In the event that we terminate Ms.
Despite Mr. Harfjeld’s employment agreement providing that he will be compensated in both salary and director fees, in respect of 2022 and 2023, Mr. Harfjeld was compensated entirely in salary. In the event that we terminate Ms.
Halvorsen terminates her employment following a change of control (as defined in her employment agreement) as a consequence of the change in control, we will continue to pay her base salary through the first anniversary of such date of termination. 52 Table of Contents Pursuant to each Executive Officer Employment Agreement, each of Mr. Harfjeld and Ms.
Halvorsen terminates her employment following a change of control (as defined in her employment agreement) as a consequence of the change in control, we will continue to pay her base salary through the first anniversary of such date of termination. Pursuant to each Executive Officer Employment Agreement, each of Mr. Harfjeld and Ms.
The aggregate number of shares of our common stock that may be delivered pursuant to awards granted under the 2022 Plan is 3,000,000. The aggregate number of shares of our common stock that have been granted under the 2022 Plan is 435,000, which does not include shares with respect to non-vested awards.
The aggregate number of shares of our common stock that may be delivered pursuant to awards granted under the 2022 Plan is 3,000,000. The aggregate number of shares of our common stock that have been granted under the 2022 Plan is 871,070, which does not include shares with respect to non-vested awards.
In addition, in January 2023, our directors were awarded an aggregate of 135,000 shares of restricted stock pursuant to the 2022 Plan. We have no service contracts between us and any of our directors providing for benefits upon termination of their employment or service.
In addition, in January 2024, our directors were awarded an aggregate of 125,000 shares of restricted stock pursuant to the 2022 Plan. We have no service contracts between us and any of our directors providing for benefits upon termination of their employment or service.
Either the executive or the Company may terminate the employment agreements for any reason and at any time, subject to certain provisions of the employment agreements described below. In the event that we terminate Mr.
Either the executive or the Company may terminate the employment agreements for any reason and at any time, subject to certain provisions of the employment agreements described below. 48 Table of Contents In the event that we terminate Mr.
The purpose of our compensation committee is to (i) discharge the board of director’s responsibilities relating to the evaluation and compensation of our executives, (ii) oversee the administration of our compensation plans, (iii) review and determine director compensation and (iv) prepare any report on executive compensation required by the rules and regulations of the SEC.
Rossini. 51 Table of Contents The purpose of our compensation committee is to (i) discharge the board of director’s responsibilities relating to the evaluation and compensation of our executives, (ii) oversee the administration of our compensation plans, (iii) review and determine director compensation and (iv) prepare any report on executive compensation required by the rules and regulations of the SEC.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. DIRECTORS AND SENIOR MANAGEMENT The following table sets forth information regarding our executive officers and directors: Name Age Position Erik A. Lind 67 Class III Director and Chairman Einar Michael Steimler 74 Class II Director Joseph H.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. DIRECTORS AND SENIOR MANAGEMENT The following table sets forth information regarding our executive officers and directors: Name Age Position Erik A. Lind 68 Class III Director and Chairman Einar Michael Steimler 75 Class II Director Joseph H.
He has been involved in both sale and purchase and chartering brokerage in the tanker, gas and chemical sectors and was a founder of Stemoco, a Norwegian ship brokerage firm. He graduated from the Norwegian School of Business Management in 1973 with a degree in Economics and a degree in Marketing. Mr.
He has been involved in both sale and purchase and chartering brokerage in the tanker, gas and chemical sectors and was a founder of Stemoco, a Norwegian ship brokerage firm. He graduated from the Norwegian School of Business Management in 1973 with a degree in Economics and a degree in Marketing. Mr. Steimler is a resident and citizen of Norway.
Ms. Halvorsen has more than 25 years of experience in international accounting and shipping. Ms. Halvorsen is a resident and citizen of Norway. 51 Table of Contents B. COMPENSATION DIRECTORS’ COMPENSATION During the year ending December 31, 2022, we paid the members of our board of directors aggregate cash compensation of $639,866.
Ms. Halvorsen has more than 25 years of experience in international accounting and shipping. Ms. Halvorsen is a resident and citizen of Norway. B. COMPENSATION DIRECTORS’ COMPENSATION During the year ending December 31, 2023, we paid the members of our board of directors aggregate cash compensation of $670,500.
The members of the compensation committee are Mr. Pyne (chairperson), Ms. Hill and Mr. Steimler.
The members of the compensation committee are Mr. Pyne (chairperson), Mr. Steimler and Mr. Kramer.
Einar Michael Steimler was initially appointed in March 2010. Mr. Joseph H. Pyne was initially appointed in September 2015. Mr. Jeremy Kramer was initially elected in June 2017. Mrs. Sophie Rossini was initially appointed in November 2020. Ms. Iman Hill was initially appointed in April 2022. The term of our Class I directors, Mr. Kramer and Ms.
Einar Michael Steimler was initially appointed in March 2010. Mr. Joseph H. Pyne was initially appointed in September 2015. Mr. Jeremy Kramer was initially elected in June 2017. Mrs. Sophie Rossini was initially appointed in November 2020. Ms. Ana Zambelli was initially appointed in February 2024. The term of our Class III directors, Mr. Lind and Mrs.
Mr.Steimler serves as a non-executive director on the board of Eneti Inc. (ex Scorpio Bulkers Inc.). From 1998 to 2010, Mr. Steimler served as a Director of Euronav. He was also Managing Director of Euronav from 1998 to 2000.
He served as chairman of Tanker (UK) Agencies from 2013 to 2015. From 2013 to 2023, Mr.Steimler served as a non-executive director on the board of Eneti Inc., previously named Scorpio Bulkers Inc. From 1998 to 2010, Mr. Steimler served as a Director of Euronav and he was also Managing Director of Euronav from 1998 to 2000.
EXECUTIVE COMPENSATION, EMPLOYMENT AGREEMENTS During the year ending December 31, 2022, we paid our executive officers aggregate cash compensation of $2,008,500 and accrued an aggregate amount of $164,788 for pension and retirement benefits.
EXECUTIVE COMPENSATION, EMPLOYMENT AGREEMENTS During the year ending December 31, 2023, we paid our executive officers aggregate cash compensation of $1,754,628 and accrued an aggregate amount of $124,592 for pension and retirement benefits.
Hill, expires in 2023, the term of our Class III directors, Mr. Lind and Mrs. Rossini, expires in 2024 and the term of our Class II directors, Mr. Steimler and Mr. Pyne, expires in 2025. Mr. Steimler and Mr. Pyne were re-elected as our Class II directors at our annual stockholders meeting on June 16, 2022. Mr. Lind and Mrs.
Rossini, expires in 2024, the term of our Class II directors, Mr. Steimler and Mr. Pyne, expires in 2025 and the term of our Class I directors, Mr. Kramer and Ms. Zambelli, expires in 2026. Mr. Kramer was re-elected as our Class I director at our annual stockholders meeting on June 15, 2023. Mr. Steimler and Mr.
E. SHARE OWNERSHIP See “Item 7.A. Major Stockholders.” See “Item 6.B. Compensation” for a description of the Company’s Incentive Compensation Plan under which employees of the Company can be awarded restricted shares of the Company.
Compensation” for a description of the Company’s Incentive Compensation Plan under which employees of the Company can be awarded restricted shares of the Company.
Lind currently serves on the board of Oceanic Finance Group Limited, Stratus Investments Limited and on the advisory board of A.M. Nomikos. Mr. Lind holds a Master of Business Administration degree from the University of Denver. Mr. Lind is a resident and citizen of Norway. Einar Michael Steimler–Director . Mr.
Lind has also held senior and executive positions with Manufacturers Hanover Trust Company and Oslobanken. Mr. Lind currently serves on the board of Oceanic Finance Group Limited, Stratus Investments Limited and on the advisory board of A.M. Nomikos. Mr. Lind holds a Master of Business Administration degree from the University of Denver. Mr.
Lind’s professional experience dates back to 1980 and encompasses corporate banking, structured finance, investment & asset management focusing primarily on the maritime shipping sector. Mr. Lind was, until April 2022, the Chief Executive Officer of Oceanic Finance Group Limited (ex Tufton Oceanic Finance Group Limited), a position he held since 2004.
Lind–Chairman of the Board of Directors. Mr. Erik A. Lind’s professional experience dates back to 1980 and encompasses corporate banking, structured finance, investment & asset management focusing primarily on the maritime shipping sector. Mr.
Steimler is a resident and citizen of Norway. 50 Table of Contents Joseph H. Pyne–Director. Mr. Joseph H. Pyne is the Non-Executive Chairman of Kirby Corporation. Mr. Pyne was the Executive Chairman from April 2014 to April 2018 and a director since 1988.
Joseph H. Pyne–Director. Mr. Joseph H. Pyne is the Non-Executive Chairman of Kirby Corporation. Mr. Pyne was the Executive Chairman from April 2014 to April 2018 and a director since 1988. He served as the Chief Executive Officer of the company from 1995 to April 29, 2014 and served as Executive Vice President from 1992 to 1995. Mr.
Einar Michael Steimler has over 45 years of experience in the shipping industry. From 2008 to 2011, he served as chairman of Tanker (UK) Agencies, the commercial agent to Tankers International. He was instrumental in the formation of Tanker (UK) Agencies in 2000 and served as its CEO until the end of 2007.
Lind is a resident and citizen of Norway. Einar Michael Steimler–Director . Mr. Einar Michael Steimler has over 45 years of experience in the shipping industry. From 2000 to 2015, he was the Chief Executive Officer of Tankers International and he was instrumental in the formation of Tanker (UK) Agencies, the commercial agent to Tankers International.
He served as the Chief Executive Officer of the company from 1995 to April 29, 2014 and served as Executive Vice President from 1992 to 1995. Mr. Pyne also served as President of Kirby Inland Marine, LP, Kirby Corp.’s principal transportation subsidiary, from 1984 to November 1999. Mr. Pyne joined Kirby in 1978.
Pyne also served as President of Kirby Inland Marine, LP, Kirby Corp.’s principal transportation subsidiary, from 1984 to November 1999. Mr. Pyne joined Kirby in 1978. He served at Northrop Services, Inc. and served as an Officer in the Navy. He serves as a Member of the Board of Trustee of the Webb Institute. Mr.
EMPLOYEES As of December 31, 2022, we had 1,252 employees, comprised of 1,132 seafarers and 120 shore-side staff employed through the subsidiaries in Monaco, Norway, Singapore and India, compared to 18 employees as of December 31, 2021.
Stockholders may change the number of directors only by the affirmative vote of holders of a majority of the outstanding common stock. D. EMPLOYEES As of December 31, 2023, we had 1,212 employees, comprised of 1,106 seafarers and 106 shore-side staff employed through the subsidiaries in Monaco, Norway, Singapore and India, compared to 1,252 employees as of December 31, 2022.
Jeremy Kramer is an advisor to West Brow Capital, a transportation hedge fund. He previously served on the Board of Directors of Golar LNG Partners and served as Chairman of its Conflicts Committee. He also served on the Board of Directors of 2020 Bulkers Ltd. Mr.
Pyne holds a degree in Liberal Arts from the University of North Carolina. Mr. Pyne is a resident and citizen of the U.S. Jeremy Kramer–Director. Mr. Jeremy Kramer previously served on the Board of Directors of Golar LNG Partners and served as Chairman of its Conflicts Committee. He also served on the Board of Directors of 2020 Bulkers Ltd. Mr.
Prior to joining DHT, he was with the BW Group, where he held senior management positions including Group Executive Director, CEO of BW Offshore, Director of Bergesen dy and Director of World-Wide Shipping. Previously, he held senior management positions at Andhika Maritime, Coeclerici and Mitsui O.S.K. He started his shipping career with The Torvald Klaveness Group. Mr.
Svein Moxnes Harfjeld joined DHT on September 1, 2010. Mr.Harfjeld has over 30 years of experience in the shipping industry. Prior to joining DHT, he was with the BW Group, where he held senior management positions including Group Executive Director, CEO of BW Offshore, Director of Bergesen dy and Director of World-Wide Shipping.
Prior to this, he served two years as Managing Director of GATX Capital and six years as Executive Vice President at IM Skaugen ASA. Mr. Lind has also held senior and executive positions with Manufacturers Hanover Trust Company and Oslobanken. Mr.
Lind was, until April 2022, the Chief Executive Officer of Oceanic Finance Group Limited (formerly known as Tufton Oceanic Finance Group Limited), a position he held since 2004. Prior to this, he served two years as Managing Director of GATX Capital and six years as Executive Vice President at IM Skaugen ASA. Mr.
Halvorsen pursuant to which we have agreed to indemnify each executive substantially in accordance with the indemnification provisions related to our officers and directors in our bylaws. In connection with Mr. Munthe’s retirement from his role as Co-Chief Executive Officer, effective April 8, 2022, we entered into a retirement agreement with Mr.
Halvorsen pursuant to which we have agreed to indemnify each executive substantially in accordance with the indemnification provisions related to our officers and directors in our bylaws. Incentive Compensation Plan We currently maintain one equity compensation plan, the 2022 Incentive Compensation Plan (the “2022 Plan”).
Rossini were re-elected as our Class III directors at our annual stockholders meeting on June 23, 2021 and Mr. Kramer was re-elected as our Class I director at our annual stockholders meeting on June 18, 2020.
Pyne were re-elected as our Class II directors at our annual stockholders meeting on June 16, 2022. Mr. Lind and Mrs. Rossini were re-elected as our Class III directors at our annual stockholders meeting on June 23, 2021. Ms. Iman Hill did not stand for re-election at our annual stockholders meeting on June 15, 2023.
Harfjeld’s title changed to President & Chief Executive Officer. Incentive Compensation Plan We currently maintain one equity compensation plan, the 2022 Incentive Compensation Plan (the “2022 Plan”). The 2022 Plan was approved by our stockholders at our annual meeting on June 16, 2022.
The 2022 Plan was approved by our stockholders at our annual meeting on June 16, 2022.
The change from 2021 to 2022 relates to the business combination, see Note 16 to our consolidated financial statements for December 31, 2022, included as Item 18 of this report. Our shore-side employees are not represented by any collective bargaining agreements, while all onboard seafarers are represented by the vessel’s collective bargaining agreements. We have never experienced a work stoppage.
Our shore-side employees are not represented by any collective bargaining agreements, while all onboard seafarers are represented by the vessel’s collective bargaining agreements. We have never experienced a work stoppage. E. SHARE OWNERSHIP See “Item 7.A. Major Stockholders.” See “Item 6.B.
She is also a member of the Man Responsible Investment Oversight Committee, Expense Oversight Committee, and Data Governance Committee. Prior to that, she was the Head of Relative Value at Man FRM, Man Group’s hedge fund investment division. Mrs.Rossini holds a Master in Banking and Finance from the University of Paris Assas. Mrs.
Prior to this, she was the Head of Relative Value within Man’s external multi-manager business. Before joining Man Group in August 2008, she was at Atlas Capital. Mrs.Rossini holds a Master in Banking and Financial Techniques from the University of Paris Assas. Mrs. Rossini is a resident of the United Kingdom and a citizen of France. Ana Zambelli–Director. Ms.
Pyne 75 Class II Director Jeremy Kramer 61 Class I Director Sophie Rossini 41 Class III Director Iman Hill 59 Class I Director Svein Moxnes Harfjeld 58 President & Chief Executive Officer Trygve P. Munthe 61 Former Co-Chief Executive Officer 1 Laila Cecilie Halvorsen 48 Chief Financial Officer 1 Mr.
Pyne 76 Class II Director Jeremy Kramer 62 Class I Director Sophie Rossini 42 Class III Director Ana Zambelli 51 Class I Director Svein Moxnes Harfjeld 59 President & Chief Executive Officer Laila Cecilie Halvorsen 49 Chief Financial Officer Set forth below is a brief description of the business experience of our current directors and executive officers. Erik A.
Removed
Munthe served as our Co-Chief Executive Officer until April 8, 2022. Set forth below is a brief description of the business experience of our current directors and executive officers. Erik A. Lind–Chairman of the Board of Directors. Mr. Erik A.
Added
Sophie Rossini is Deputy Head of Public Markets within the Discretionary business at Man Group. She previously held the position of Head of Business Management of Man AHL, working closely with the senior management team to set and deliver MAN AHL’s strategic goals, and ensuring smooth operational management.
Removed
He served at Northrop Services, Inc. and served as an Officer in the Navy. He serves as a Member of the Board of Trustee of the Webb Institute. Mr. Pyne holds a degree in Liberal Arts from the University of North Carolina. Mr. Pyne is a resident and citizen of the U.S. Jeremy Kramer–Director. Mr.
Added
Ana Zambelli brings significant experience with more than 20 years in the energy sector in operational, commercial and finance roles. Ms. Zambelli served as a Managing Director in Brookfield’s Private Equity Group, responsible for business operations in Brazil, as Chief Commercial Officer at Maersk Drilling, Managing Director at Transocean, and President of the Brazilian division of Schlumberger. Ms.
Removed
Sophie Rossini has spent the past 18 years in the asset management industry, including 14 years at Man Group, a global investment management firm listed on the London Stock Exchange. Mrs. Rossini is currently a Principal and acts as the Head of Business Management of Man AHL, focusing on strategy, finance, governance and ESG matters.
Added
Zambelli is an experienced board member and previously served on the respective Board of Directors of BRK Ambiental, Unidas, Aldo Solar, Petrobras, Braskem, and was the founder and leader of the Diversity Committee at the Brazilian Petroleum Institute (IBP) from 2018 to present. Currently, Ms. Zambelli serves as an independent board member for Seadrill, Galp and BW Energy. Ms.
Removed
Rossini is a resident of the United Kingdom and a citizen of France. Iman Hill–Director . Ms. Iman Hill is a petroleum engineer with 30 years’ experience in the oil and gas industry with extensive global expertise in the technical and commercial aspects of the petroleum business, in particular field development, capital projects and production operations. Ms.
Added
Previously, he held senior management positions at Andhika Maritime, Coeclerici and Mitsui O.S.K. He started his shipping career with The Torvald Klaveness Group. Mr. Harfjeld is a citizen of Norway and a resident of the Principality of Monaco. Laila Cecilie Halvorsen–Chief Financial Officer. Ms.
Removed
Hill’s experience has been gained in the Middle East, Africa, South America, the Far East, and the North Sea in diverse settings from onshore to ultra-deepwater. She was appointed Executive Director of the International Association of Oil & Gas Producers (IOGP) in December 2020. Ms.
Removed
Hill has worked as a Senior Reservoir Engineer for BP, as a Senior Regional Adviser Africa to the E&P CEO and the Chairman of Shell, as well as GM Shell Egypt and Chairwoman of Shell Companies in Egypt. At BG Group she has held the positions of Senior Vice President Brazil and Senior Vice President Developments and Operations. Ms.
Removed
Hill has also held positions of VP Africa at Sasol and Technical Director, GM UAE and President Egypt for Dana Gas in the UAE. She also serves as Non-Executive Director on the Board of United Oil and Gas and as a non-executive Independent Board Director of Oil Spill Response Ltd (OSRL). Ms.
Removed
Harfjeld is a citizen of Norway and a resident of the Principality of Monaco. Trygve P. Munthe–Retired Co-Chief Executive Officer. Mr. Trygve P. Munthe joined DHT on September 1, 2010. Mr. Munthe has over 30 years of experience in the shipping industry.
Removed
He was previously CEO of Western Bulk, President of Skaugen Petrotrans, Director of Arne Blystad AS and CFO of I.M. Skaugen. Mr. Munthe is a citizen and resident of Norway. Mr. Munthe served as our Co-Chief Executive Officer until April 8, 2022. Laila Cecilie Halvorsen–Chief Financial Officer. Ms.
Removed
Munthe, dated as of January 24, 2022 (the “Retirement Agreement”). Under the Retirement Agreement, Mr. Munthe was entitled to the continuation of base salary payments equal to four months of base salary and health insurance benefits. In addition, Mr.
Removed
Munthe was entitled to full vesting of 149,800 time-only RSUs granted between 2020 and 2022 and 99,600 performance-based RSUs; provided that such performance-based RSUs would be forfeited if the corresponding performance criteria are not met before July 31, 2022. The Retirement Agreement includes non-competition and cooperation obligations, among other covenants. Following the retirement of Mr. Munthe, Mr.
Removed
Stockholders may change the number of directors only by the affirmative vote of holders of a majority of the outstanding common stock. 56 Table of Contents D.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

18 edited+3 added−2 removed16 unchanged
Biggest changeNotwithstanding the Standstill Expiration, however, until BW Group ceases to hold at least 10% of DHT common stock, we are not permitted to extend, declare or enter into any Arrangement that would restrict BW Group from consummating, or that would otherwise be triggered by, a Non-Coercive Offer by BW Group.
Biggest changeNotwithstanding the Standstill Expiration, however, until BW Group ceases to hold at least 10% of DHT common stock, we are not permitted to extend, declare or enter into any Arrangement that would restrict BW Group from consummating, or that would otherwise be triggered by, a Non-Coercive Offer by BW Group. 54 Table of Contents Minority Representation on Board of Directors and Committees The IRA provides that nominees to the DHT board of directors will be composed of four individuals selected by DHT’s nominating and corporate governance committee plus up to two individuals that BW Group has the right to nominate as a minority shareholder.
All shares beneficially owned are shares of common stock. 3 Based on a Schedule 13G/A filed with the SEC on February 9, 2023, by FMR LLC, which, as investment manager, possesses the power to direct investments or power to vote shares owned by various investment companies, commingled group trusts and separate accounts.
All shares beneficially owned are shares of common stock. 3 Based on a Schedule 13G/A filed with the SEC on February 9, 2024, by FMR LLC, which, as investment manager, possesses the power to direct investments or power to vote shares owned by various investment companies, commingled group trusts and separate accounts.
All shares beneficially owned are shares of common stock. 57 Table of Contents Subject to the discussion of the IRA below, our major stockholders generally have the same voting rights as our other stockholders. To our knowledge, no corporation or foreign government or other natural or legal person(s) owns more than 50% of our outstanding stock.
All shares beneficially owned are shares of common stock. 53 Table of Contents Subject to the discussion of the IRA below, our major stockholders generally have the same voting rights as our other stockholders. To our knowledge, no corporation or foreign government or other natural or legal person(s) owns more than 50% of our outstanding stock.
For purposes of the reporting requirements of the Exchange Act, BW Group Limited was deemed to be a beneficial owner of such shares as of March 31, 2020. On June 1, 2020, 47,130 common shares were issued to BW Group as part of the 2016 Plan.
For purposes of the reporting requirements of the Exchange Act, BW Group Limited was deemed to be a beneficial owner of such shares as of March 31, 2020. On June 1, 2020, 47,130 common shares were issued to BW Group as part of the 2016 Incentive Compensation Plan.
We have one class of common stock outstanding, with each outstanding share entitled to one vote. Our major stockholders do not have different voting rights. Beneficial ownership is determined in accordance with the rules of the SEC based on voting and investment power with respect to such shares of common stock.
We have one class of common stock outstanding, with each outstanding share entitled to one vote. Our major stockholders do not have different voting rights. 52 Table of Contents Beneficial ownership is determined in accordance with the rules of the SEC based on voting and investment power with respect to such shares of common stock.
MAJOR STOCKHOLDERS The following table sets forth certain information regarding (i) the owners of more than 5% of our common stock that we are aware of based on Schedule 13G and/or Schedule 13D filings with the SEC and (ii) the total amount of common stock owned by all of our officers and directors, individually and as a group, as of March 16, 2023.
MAJOR STOCKHOLDERS The following table sets forth certain information regarding (i) the owners of more than 5% of our common stock that we are aware of based on Schedule 13G and/or Schedule 13D filings with the SEC and (ii) the total amount of common stock owned by all of our officers and directors, individually and as a group, as of March 15, 2024.
The provisions that remain in effect are, in each case, described below. 58 Table of Contents Non-Coercive Offers On October 20, 2018 (the “Fall Away Date”), BW Group held less than 35% of DHT’s issued and outstanding common stock.
The provisions that remain in effect are, in each case, described below. Non-Coercive Offers On October 20, 2018 (the “Fall Away Date”), BW Group held less than 35% of DHT’s issued and outstanding common stock.
All shares beneficially owned are shares of common stock. 4 Based on a Schedule 13G/A filed with the SEC on February 10, 2023, by Dimensional Fund Advisors LP (“Dimensional”), which, as investment manager, possesses the power to direct investments or power to vote shares owned by various investment companies, commingled group trusts and separate accounts.
All shares beneficially owned are shares of common stock. 4 Based on a Schedule 13G/A filed with the SEC on February 9, 2024, by Dimensional Fund Advisors LP (“Dimensional”), which, as investment manager, possesses the power to direct investments or power to vote shares owned by various investment companies, commingled group trusts and separate accounts.
On June 18, 2020, 32,445 common shares were issued to BW Group as part of 2019 Plan.
On June 18, 2020, 32,445 common shares were issued to BW Group as part of 2019 Incentive Compensation Plan.
Operating and Financial Review and Prospects—Liquidity and Sources of Capital.” C. INTEREST OF EXPERTS AND COUNSEL Not applicable. 60 Table of Contents
Operating and Financial Review and Prospects—Liquidity and Sources of Capital.” C. INTEREST OF EXPERTS AND COUNSEL Not applicable. 55 Table of Contents
However, one of the U.S. shareholders of record is CEDE & CO., a nominee of The Depository Trust Company, which held 143,892,282 of our common shares as of March 16, 2023. Accordingly, we believe that the shares held by CEDE & CO. include common shares beneficially owned by both holders in the U.S. and non-U.S. beneficial owners.
However, one of the U.S. shareholders of record is CEDE & CO., a nominee of The Depository Trust Company, which held 142,948,880 of our common shares as of March 15, 2024. Accordingly, we believe that the shares held by CEDE & CO. include common shares beneficially owned by both holders in the U.S. and non-U.S. beneficial owners.
We are not aware of any arrangements, the operation of which may at a subsequent date result in a change of control. As of March 16, 2023, we had 23 shareholders of record, 19 of which were located in the U.S. and held an aggregate of 143,912,783 of our common shares, representing 88.30% of our outstanding common shares.
We are not aware of any arrangements, the operation of which may at a subsequent date result in a change of control. As of March 15, 2024, we had 21 shareholders of record, 19 of which were located in the U.S. and held an aggregate of 142,965,537 of our common shares, representing 88.62% of our outstanding common shares.
For purposes of the reporting requirements of the Exchange Act, Dimensional was deemed to be a beneficial owner of such shares as of February 10, 2023. As of February 10, 2023, Dimensional possessed the sole power to vote or direct the vote of 12,586,294 shares and the sole power to dispose or to direct the disposition of 12,778,811 shares.
For purposes of the reporting requirements of the Exchange Act, Dimensional was deemed to be a beneficial owner of such shares as of February 9, 2024. As of February 9, 2024, Dimensional possessed the sole power to vote or direct the vote of 13,185,426 shares and the sole power to dispose or to direct the disposition of 13,361,401 shares.
Pyne 139,063 * Jeremy Kramer 71,332 * Sophie Rossini 36,077 - Iman Hill - - Executive Officers Svein Moxnes Harfjeld 889,026 * Laila Cecilie Halvorsen 140,237 * Directors and executive officers as a group (8 persons) 1,490,659 0.9 % *Less than 1% 1 Calculated based on Rule 13d-3(d)(1) under the Securities Exchange Act of 1934 (the “Exchange Act”), using 162,986,561 shares of common stock issued and outstanding as of March 16, 2023. 2 Based on Schedule 13D/A filed with the SEC on March 31, 2020, by BW Group Limited, the BW Group possesses the sole voting power over 25,704,652 shares.
Pyne 178,812 * Jeremy Kramer 71,332 * Sophie Rossini 75,826 * Executive Officers Svein Moxnes Harfjeld 1,047,621 * Laila Cecilie Halvorsen 185,309 * Directors and executive officers as a group (8 persons) 1,853,322 1.1 % *Less than 1% 1 Calculated based on Rule 13d-3(d)(1) under the Securities Exchange Act of 1934 (the “Exchange Act”), using 161,329,352 shares of common stock issued and outstanding as of March 15, 2024. 2 Based on Schedule 13D/A filed with the SEC on March 31, 2020, by BW Group Limited, the BW Group possesses the sole voting power over 25,704,652 shares.
Number of Shares of Common Stock Percentage of Shares of Common Stock 1 Owners of more than 5% of a class of our equity securities BW Group 2 25,784,227 15.8 % FMR LLC 3 24,397,995 15.0 % Dimensional Fund Advisors LP 4 12,778,811 7.8 % Directors Erik A. Lind 114,706 * Einar Michael Steimler 100,218 * Joseph H.
Number of Shares of Common Stock Percentage of Shares of Common Stock 1 Owners of more than 5% of a class of our equity securities BW Group 2 25,784,227 16.0 % FMR LLC 3 18,178,072 11.3 % Dimensional Fund Advisors LP 4 13,361,401 8.3 % Directors Erik A. Lind 154,455 * Einar Michael Steimler 139,967 * Joseph H.
In addition, the IRA provides BW Group’s designees with representation on each committee of our board of directors, so long as these designees comprise less than half of the total number of members on each committee. 59 Table of Contents Interested Transactions Between DHT and BW Group BW Group is prohibited from entering into any material transaction with DHT unless the transaction is approved by the DHT board of directors, with each director that was nominated by BW Group being required to recuse himself or herself from the deliberations.
Interested Transactions Between DHT and BW Group BW Group is prohibited from entering into any material transaction with DHT unless the transaction is approved by the DHT board of directors, with each director that was nominated by BW Group being required to recuse himself or herself from the deliberations.
For purposes of the reporting requirements of the Exchange Act, FMR LLC was deemed to be a beneficial owner of such shares as of February 9,2023. As of February 9, 2023, FMR LLC possessed the sole power to vote or direct the vote of 24,396,365 shares and the sole power to dispose or to direct the disposition of 24,397,995 shares.
For purposes of the reporting requirements of the Exchange Act, FMR LLC was deemed to be a beneficial owner of such shares as of February 9, 2024.
However, BW Group is still entitled one director nominee while it continues to hold at least 40%, but less than 75%, of the aggregate number of shares it received as consideration under VAA. If at any time BW Group does not hold at least 10% of voting power of DHT capital stock, it will lose all director nominee designation rights.
As a result of the Standstill Expiration, BW Group lost its right to designate one of its two director nominees. However, BW Group is still entitled one director nominee while it continues to hold at least 40%, but less than 75%, of the aggregate number of shares it received as consideration under VAA.
Removed
Minority Representation on Board of Directors and Committees The IRA provides that nominees to the DHT board of directors will be composed of four individuals selected by DHT’s nominating and corporate governance committee plus up to two individuals that BW Group has the right to nominate as a minority shareholder.
Added
As of February 9, 2024, FMR LLC possessed the sole power to vote or direct the vote of 18,174,883 shares and the sole power to dispose or to direct the disposition of 18,178,072 shares.
Removed
As a result of the Standstill Expiration, BW Group lost its right to designate one of its two director nominees. Accordingly, Mr. Anders Onarheim, formerly a Class III director, resigned in connection with the BW Group Offering.
Added
If at any time BW Group does not hold at least 10% of voting power of DHT capital stock, it will lose all director nominee designation rights.
Added
In addition, the IRA provides BW Group’s designees with representation on each committee of our board of directors, so long as these designees comprise less than half of the total number of members on each committee.

Other DHT 10-K year-over-year comparisons