UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 20-F
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20172019
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report: Not applicable
Commission file number 001-36484
HERMITAGE OFFSHORE SERVICES LTD.
(Exact name of Registrant as specified in its charter)
(Translation of Registrant's name into English)
BERMUDA
(Jurisdiction of incorporation or organization)
LOM Building
27 Reid Street
Hamilton HM 11
Bermuda
(Address of principal executive offices)
Emanuele Lauro, Chairman and Chief Executive Officer
Tel No. +377-9798-5715
investors@hermitage-offshore.com
9, Boulevard Charles III Monaco 98000
(Name, Telephone, E-mail and/or Facsimile number and
Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:

NORDIC AMERICAN OFFSHORE LTD.
 (Exact nameTitle of Registrant as specified in its charter)each class
Trading Symbol(s)
(TranslationName of Registrant's name into English)
BERMUDA
(Jurisdiction of incorporation or organization)
LOM Building
27 Reid Street
Hamilton HM 11
Bermuda
(Address of principal executive offices)
Herbjørn Hansson, Executive Chairman,
Tel No. 47 33427300,
Canon's Court
c/o Scandic American Shipping Ltd., Hamilton HM EX, Bermuda
(Name, Telephone, E-mail and/or Facsimile number and
Address of Company Contact Person)
Securitieseach exchange on which registered or to be registered pursuant to Section 12(b) of the Act:
 
 Common Stock,  $0.01 par valuePSVNew York Stock Exchange 
 Title of classPreferred Stock Purchase Rights *N/ANew York Stock Exchange 
   
 
New York Stock Exchange
 
Name of exchange on which registered* The Preferred Stock Purchase Rights initially trade with, and are inseparable from, the Common Stock. 

Securities registered or to be registered pursuant to Section 12(g) of the Act:  None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:
As of December 31, 2017,2019, there were 61,986,84725,661,915 shares outstanding of the Registrant's common stock, $0.01 par value per share.
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐ Yes
 No

If this report is an annual report or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
☐ Yes
 No

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
 Yes
☐ No


Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during this preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 Yes
☐ No

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth Company.company.  See the definitions of "large accelerated filer," "accelerated filer" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer  ☐
Non-accelerated filer
Accelerated filer  ☐
Emerging growth company 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.

† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the Registrant has used to prepare the financial statements included in this filing:
U.S. GAAP

International Financial Reporting Standards as issued by the International Accounting Standards Board

Other

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow.
Item 17

Item 18

If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes
 No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes                     No


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain matters discussed herein may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.
The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words "believe," "anticipate," "intend," "estimate," "forecast," "project," "plan," "potential," "may," "should," "expect," "pending" and similar expressions identify forward-looking statements.
The forward-looking statements are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand in the platform supplyoffshore support vessel (PSV)(the "OSV") market, as a result of changes in  the general market conditions of the oil and natural gas industry which influence charter hire rates and vessel values, demand in platform supply vessels,OSVs, the length and severity of the recent novel coronavirus ("COVID-19") outbreak, including its impact on demand for OSVs, our operating expenses, including bunker prices, dry docking and insurance costs, governmental rules and regulations or actions taken by regulatory authorities as well as potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, the availability of financing and refinancing, vessel breakdowns and instances of off-hire and other important factors described from time to time in the reports filed by the Company with the Securities and Exchange Commission or the SEC.(the "SEC").


TABLE OF CONTENTS

PART I
1
  Page
 
ITEM 3.KEY INFORMATION
 A. Selected Financial Data1
 B. Capitalization and Indebtedness2
 
 
ITEM 4.INFORMATION ON THE COMPANY16
16
 17
 32
 32
ITEM 4A.32
32
 
 A. Operating Results32
35
 37
 37
 37
 37
 37
H. Critical Accounting Estimates and Policies37
41
 
41
 43
 43
 43
 43
44
 44
 44
 45
 
ITEM 8.FINANCIAL INFORMATION45
45
 46
 
ITEM 9.THE OFFER AND LISTING46

ITEM 10.ADDITIONAL INFORMATION47
 
 A. Share Capital47

- i-


 B. Memorandum of Continuance and Bye-laws47
 C. Material Contracts52
 D. Exchange Controls53
E. Taxation51
60
 60
 60
 60
60
60
 
PART II61
61
61
 
ITEM 15.CONTROLS AND PROCEDURES61
61
 61
 61
 61
ITEM 16.RESERVED62
62
62
62
 62
 62
 62
 62
 62
 62
PART I
ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicableapplicable.
ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE
ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicableapplicable.
ITEM 3.KEY INFORMATION
ITEM 3.KEY INFORMATION
Throughout this annual report, all references to "Nordic American"Hermitage Offshore," "NAO," the "Company," "we," "our," and "us" refer to Nordic AmericanHermitage Offshore Services Ltd. and its subsidiaries. Unless otherwise indicated, all references to "U.S. dollars," "USD," "dollars," "US$""dollars" and "$" in this annual report are to the lawful currency of the United States of America, references to "Norwegian Kroner" and "NOK" are to the lawful currency of Norway and references to "British Pounds" and "GBP" are to the lawful currency of the United Kingdom.
A.Selected Financial Data
In April 2019, we acquired 13 vessels consisting of two anchor handling tug supply vessels (the “AHTS vessels”) and 11 crew boats from Scorpio Offshore Holding Inc. (“SOHI”), a related party, in exchange for 8,126,219 of our common shares, which we refer to herein as the “Transaction.” As a result of the Transaction, SOHI and its affiliated entities, which are part of the Scorpio group of companies (collectively referred to as “Scorpio”), obtained a controlling voting interest in us. Accordingly, under the relevant accounting guidance, Scorpio was identified as the accounting acquirer of the Company, and the Transaction is considered to be a reverse acquisition. Moreover, we determined that the Transaction constituted a reverse acquisition of assets rather than a reverse business combination. Under the applicable accounting guidance, a reverse asset acquisition results in a change in the basis of accounting on the Transaction date. As a result, the financial information presented following the Transaction is not directly comparable to historical periods and therefore we refer to the financial information prior to the Transaction as “Predecessor” information and financial information following the Transaction as “Successor” information. For more information regarding the Transaction and its effect on our accounting methods, please see “Note 1. Nature of Business” to our consolidated financial statements contained herein.
The following selected historical financial information should be read in conjunction with our audited financial statements and related notes, which are included herein, together with Item"Item 5. Operating and Financial Review and Prospects."  The Selected Consolidated Statements of Operations and Comprehensive Income (Loss) data for the periods January 1, 2019 to April 8, 2019 (Predecessor), April 9, 2019 to December 31, 2019 (Successor), and the years ended December 31, 2018 and 2017 2016 and 2015(Predecessor) and the selected balance sheetConsolidated Balance Sheet data as of December 31, 20172019 (Successor) and 20162018 (Predecessor) have been derived from our audited financial statements included elsewhere in this document. The Selected Consolidated Statements of Operations and Comprehensive Income (Loss) data for the period from October 17, 2013 (inception) untilyears ended December 31, 20132016 and for the period ending December 31, 2014,2015 (Predecessor), and the selected balance sheetConsolidated Balance Sheet data as of December 31, 20132017, 2016 and 20142015 (Predecessor) have been derived from our audited financial statements not included in this Annual Reportannual report on Form 20-F.




1
SELECTED CONSOLIDATED FINANCIAL DATA
All figures in thousands of USD except share data
               
  Year ended December 31,  From October 17, 2013 to December 31, 
  2017  2016  2015  2014  2013 
Charter Revenues  17,895   17,697   36,372   52,789   1,280 
Charter Costs  (1,815)  (1,448)  (1,523)  (1,281)  (108)
Vessel Operating Costs  (20,454)  (24,137)  (24,580)  (23,038)  (686)
General and Administrative Costs  (4,222)  (4,503)  (4,261)  (5,815)  (482)
Depreciation Costs  (17,472)  (16,152)  (14,379)  (11,393)  (262)
Net Operating (Loss) Income  (26,068)  (28,543)  (8,372)  11,262   (258)
                     
Interest Income  298   10   34   258   138 
Interest Costs  (4,880)  (3,467)  (1,807)  (1,044)  - 
Other Financial (Costs) Income  327   (151)  (699)  (2,333)  50 
Total Other (Costs) Income  (4,255)  (3,608)  (2,472)  (3,119)  188 
Income Tax Benefit (Expense)  997   -   -   (1,212)  - 
Net (Loss) Income  (29,326)  (32,151)  (10,844)  6,931   (70)
                     
Basic (Loss) Earnings per Share  (0.53)  (1.54)  (0.47)  0.34   (0.01)
Diluted (Loss) Earnings per Share  (0.53)  (1.54)  (0.47)  0.34   (0.01)
Cash Dividends Declared per Share  0.08   0.28   0.94   1.35   - 
Basic Weighted Average Shares Outstanding  54,995,614   20,939,260   23,203,142   20,314,530   8,772,166 
Diluted Weighted Average Shares Outstanding  54,995,614   20,939,260   23,203,142   20,350,404   8,772,166 
Market Price per Common Share as of December 31,  1.20   2.75   5.27   12.28  NA 
                     
Other Financial Data:                    
Net Cash (Used in)  Provided by Operating Activities  (14,032)  (16,262)  5,987   17,183   (545)
Dividends Paid  (4,933)  (5,997)  (21,922)  (31,221)  - 
                     
Selected Balance Sheet Data (at period end):                    
Cash and Cash Equivalents  31,506   2,953   5,339   46,398   109,819 
Total Assets  387,711   374,854   336,200   322,421   245,382 
Total Long-Term Debt (1)  136,552   136,193   45,833   -   - 
Common Stock  647   234   234   234   167 
Total Shareholders' Equity  248,273   234,196   280,857   319,230   243,321 


(1)Debt consists of $137,000, $137,000 and $47,000 as of December 31, 2017, 2016 and 2015 respectively. As of December 31, 2014 and 2013 we had no long-term debt (all numbers in thousands of U.S. dollars).
SELECTED CONSOLIDATED FINANCIAL DATA 
All figures in thousands of USD except share data
 Successor  Predecessor
 April 9 - December 31, 2019  January 1 - April 8, 2019 Year ended December 31,
Consolidated Statements of Operations and Comprehensive Income (Loss) Data   2018 2017 2016 2015
Charter revenue36,555
  5,258
 20,654
 17,895
 17,697
 36,372
Vessel operating expenses(27,230)  (6,612) (25,173) (20,454) (24,137) (24,580)
Voyage expenses(1,124)  (395) (2,215) (1,815) (1,448) (1,523)
General and administrative expenses(4,534)  (1,207) (4,757) (4,222) (4,503) (4,261)
Depreciation(8,452)  (2,205) (17,298) (17,472) (16,152) (14,379)
Impairment loss on vessels
  
 (160,080) 
 
 
Net operating loss(4,785)  (5,161) (188,869) (26,068) (28,543) (8,372)
             
Interest income39
  21
 207
 298
 10
 34
Interest expense(6,571)  (2,555) (8,031) (4,880) (3,467) (1,807)
Other financial expenses, net(136)  32
 (601) 327
 (151) (699)
Net finance expenses(6,668)  (2,502) (8,425) (4,255) (3,608) (2,472)
Income tax benefit
  
 
 997
 
 
Net loss(11,453)  (7,663) (197,294) (29,326) (32,151) (10,844)
             
Basic and diluted loss per share(0.56)  (1.04) (31.50) (5.33) (15.35) (4.67)
Cash dividends declared per share
  
 0.21
 0.8
 2.8
 9.4
Basic and diluted weighted average shares outstanding20,481,174
  7,374,069
 6,263,094
 5,499,561
 2,093,926
 2,320,314
             
Other Financial Data:            
Net cash (used in) provided by operating activities(10,298)  (6,789) (21,807) (14,032) (16,262) 5,987
Dividends paid
  
 (1,860) (4,933) (5,997) (21,922)
Selected Balance Sheet Data:Successor Predecessor
 As of December 31, As of December 31,
In thousands of U.S. dollars2019 2018 2017 2016 2015
Cash and cash equivalents12,681
 8,446
 31,506
 2,953
 5,339
Total assets201,909
 191,074
 387,711
 374,854
 336,200
Total long-term debt141,698
 132,457
 136,552
 136,193
 45,833
Total shareholders' equity52,128
 54,064
 248,273
 234,196
 280,857
B.Capitalization and Indebtedness
Not applicable.
C.Reasons for the offer and use of Proceeds


2


Not applicable.
2D.



D. Risk Factors
Some of the following risks relate principally to the industry in which we operate. Other risks relate principally to ownership of our common shares. The occurrence of any of the events described in this section could significantly and negatively affect our business, financial condition, operating results or cash available for dividendsto service our debt or the trading price of our common shares.
Industry Specific Risk Factors
We rely on the oil and natural gas industry, and volatile oil and natural gas activity impacts demand for our services.
Our vessels are all focused on, and used primarily in, the oil and gas business, including in the installation, maintenance and movement of oil and gas platforms. Demand for our services, dependsas well as our operations, growth, and stability in the value of our vessels, depend on activity in offshore oil and natural gas exploration, development and production. The level of exploration, development and production activity is affected by factors such as:
·prevailing oil and natural gas prices;
·expectations about future prices and price volatility;
the ability or willingness of the Organization of Petroleum Exporting Countries ("OPEC"), to control oil production levels and pricing, as well as the level of production by non-OPEC countries;
·cost of exploring for, producing and delivering oil and natural gas;
expectations about future oil and gas prices and price volatility;
·sale and expiration dates of available offshore leases;
cost of exploring for, producing and delivering oil and natural gas;
·demand for petroleum products;
sale and expiration dates of available offshore leases;
·current availability of oil and natural gas resources;
demand for petroleum products;
·rate of discovery of new oil and natural gas reserves in offshore areas;
current availability of oil and natural gas resources;
·local and international political, environmental and economic conditions;
rate of discovery of new oil and natural gas reserves in offshore areas;
3local and international political, environmental and economic conditions;

technological advances; and

·technological advances; and
·the ability of oil and natural gas companies to obtain leases, permits or obtain funds for capital.
The level of offshore exploration, development and production activity has historically been characterized by volatility. The oil and gas drilling industry is cyclical, and the industry is incurrently amidst a down cycle.  Between March 2014 and March 2018cycle that is marked by extreme volatility, with the price of Brent crude fell from over $100 per barrel(and other worldwide benchmarks) falling to approximately $64 per barrel, reaching a low point in January 2016 of less than $30 per barrel.historic lows. In response to the decrease in the prices of oil and natural gas, expenditures for offshore drilling decreased. Thedecreased over this period, and are experiencing an acute reduction in 2020 in response to the recent actions taken by Saudi Arabia and other OPEC members to increase the production of oil. While these countries subsequently agreed to production cuts, these production cuts have thus far done little to stem the volatility and oversupply that is plaguing the market.
This has consequently led to a decline in exploration and development of offshore areas and has resulted in a decline in demand for our offshore marine services. The lack of investment in offshore oil and gas exploration, development and production resulted in reductions in our day rates and utilization rates, and has had a material effect on our financial condition and results of operations. A prolonged period of depressed or volatile oil and gas prices could cause difficulties in finding charter parties for our vessels or achieving consistent utilization, or we may be compelled to charter out our vessels at lower rates, which may result in decreased revenues and/or profitability and result in losses due to idle vessels.
Volatility in economic conditions throughout the world could have an adverse impact on our results of operations and financial condition.
Our business and profitability are affected by the overall level of demand for our vessels, which in turn is affected by trends in global economic conditions. There has historically been a strong link between the development


3


of the world economy and demand for energy, including oil and gas. In the past, declines in global economic activity significantly reduced the level of demand for our vessels.  The world economy continues to face a number of challenges and an extended period of deterioration in the outlook for the world economy could reduce the overall demand for oil and gas and for our services. Since the beginning of the calendar year 2020, the COVID-19 outbreak has resulted in the implementation of numerous actions by governments and governmental agencies in an attempt to mitigate the spread of the virus. These measures have resulted in a significant reduction in global economic activity and extreme volatility in the global financial markets which has reduced the global demand for oil and refined petroleum products. We expect that the impact of the COVID-19 pandemic and the uncertainty in the supply of oil will continue to cause volatility in the commodity markets. The scale and duration of the impact of these factors remain unknown but could have a material impact on our earnings, cash flow and financial condition for 2020.
If the COVID-19 pandemic continues on a prolonged basis or becomes more severe, day rates and utilization in the markets in which we operate may deteriorate further and our operations and cash flows may be negatively impacted. In addition, a prolonged negative rate environment could result in the value of our vessels being impaired which could in turn impair our ability to access credit and capital markets in the future on favorable terms or at all.
Any such changes could adversely affect our future performance, results of operations, cash flows and financial position.
We also face risks attendant to changes in interest rates, along with instability in the banking and securities markets around the world, among other factors. These risks factors may have a material adverse effect on our results of operations and financial condition and may cause the price of our common shares to decline.
Risks involved with operating ocean-going vessels could affect our business and reputation, which could have a material adverse effect on our results of operations and financial condition.
The operation of an ocean-going vessel carries inherent risks. These risks include the possibility of:
·a marine disaster;
·terrorism;
·environmental accidents;
·cargo and property losses or damage; and
business interruptions caused by mechanical failure, human error, war, terrorism, piracy, political action in various countries, labor strikes, or adverse weather conditions.
These hazards may result in death or injury to persons, loss of revenues or property, payment of ransoms, environmental damage, higher insurance rates, damage to our customer relationships and market disruptions, which may reduce our revenue or damage; and
·business interruptions caused by mechanical failure, human error, war, terrorism, piracy, political action in various countries, labor strikes, or adverse weather conditions.
Any of these circumstances or events could increase our costs or lower our revenues. Theexpenses and also subject us to litigation. Additionally, the involvement of our vessels in an oil spill or other environmental disaster maycould harm our reputation as a safe and reliable vessel operator. If our vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of drydock repairs are unpredictable and may be substantial. We may have to pay drydocking costs that our insurance does not cover in full. The loss of revenues while these vessels are being repaired and repositioned, as well as the actual cost of these repairs, may adversely affect our business and financial condition. In addition, space at drydocking facilities is sometimes limited and not all drydocking facilities are conveniently located. We may be unable to find space at a suitable drydocking facility or our vessels may be forced to travel to a drydocking facility that is not conveniently located to our vessels’ positions. The loss of earnings while these vessels are forced to wait for space or to travel to more distant drydocking facilities may adversely affect our business and financial condition. Further, the total loss of any of our vessels could harm our reputation as a safe and reliable vessel owner and operator. If we are unable to adequately maintain or safeguard our vessels, we may be unable to prevent any such damage, costs, or loss which could negatively impact our business, financial condition, results of operations and available cash.
An increase in the supply of PSVsOSVs would likely have a negative effect on charter ratesthe demand for our vessels, which could in turn reduce the dayrates earned on our earnings.vessels.
Charter rates for OSVs, such as platform supply vessels or PSVs,("PSVs"), AHTS vessels, and crew boats, depend in part on the supply of vessels. Excess vessel capacityChanges in the industry or a particular offshore marketdemand for our vessels may result from:
·constructing new vessels;

·moving vessels from one offshore market area to another; or

·converting vessels formerly dedicated to services other than offshore marine services;
4


the number of newbuilding orders and deliveries, including slippage in deliveries;
the scrapping rate of older vessels, depending, among other things, on scrapping rates and international scrapping regulations;
moving vessels from one offshore market area to another;
the number of vessels that are out of service, namely those that are laid up, drydocked, awaiting repairs or otherwise not available for hire;
the financial health of our competitors, certain of which in recent years have undergone consolidation, financial restructuring, or bankruptcy filings, thus impacting their ability to maintain the operating condition of their vessels; and
the converting of vessels formerly dedicated to services other than offshore marine services.
In the last ten years, construction of vessels of the type we operate has increased.increased (albeit at a much slower pace in recent years). The addition of new capacity of various types to the worldwide offshore marine fleet, areor the migration of vessels from other markets, is likely to increase competition in those markets where we presently operate which, in turn, could reduce day rates,dayrates, utilization rates and operating margins, which would affect our financial condition, and results of operations, cash flows and ability to pay dividends.
4



service our debt. The current market conditions stemming from the COVID-19 pandemic and volatility in oil prices may result in the scrapping or lay-up of older tonnage, but it is too early to assess the impact of this with a high degree of certainty.
We are dependent, and expect to continue to be dependent, on spot charters and term charters with short durations (less than one year) and any decrease in spot charterthese rates may adversely affect our earnings and our ability to pay dividends.service our debt.
We currently own a fleetAs of 10 vessels, twothe date of which will be reactivated from lay-up for the 2018 summer campaign. Allthis annual report, all of our vessels are employed(with the exception of two PSVs, which were in warm lay-up) were operating in the spot market. Wemarket or on term charters that are therefore highly dependent onexpected to expire within 12 months, exposing us to fluctuations in spot market charter rates.  The spot charter ratesmarket may fluctuate significantly based upon the supply and demand for PSVsOSVs such as ours. The successful operation of our sizevessels in the competitive spot charter market depends on, among other things, obtaining profitable spot charters and minimizing, to the extent possible, time spent waiting for charters. The spot market is very volatile, and there have been highly volatile. The achieved averageperiods when spot rate forcharter rates have declined below the operating cost of vessels. If future spot charter rates decline, we may be unable to operate our PSV`s was $7,998 per day forvessels trading in the year ended 2016 and $10,784 per day forspot market profitably, meet our obligations, including payments on indebtedness, or pay dividends in the year ended 2017.future.
Our business has inherent operational risks, which may not be adequately covered by insurance.
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.  We procure insurance for the vessels in our fleet against those risks that we believe the shipping and offshore industry commonly insures against.  This insurance includes marine hull and machinery insurance, protection and indemnity insurance, which includeincludes pollution risks and crew liability insurance, and war risk insurance.  Currently, the amount of coverage for liability for pollution, spillage and leakage available to us on commercially reasonable terms through protection and indemnity associations and providers of excess coverage is $1 billion per vessel per such occurrence.
We may not be adequately insured against all risks.  We may not be able to obtain adequate insurance coverage for our fleet in the future, and we may not be able to obtain certain insurance coverages.  The insurers may not pay particular claims.  Our insurance policies may contain deductibles for which we will be responsible and limitations and exclusions which may increase our costs or lower our revenue.
We cannot assure you that we will be adequately insured against all risks or that we will be able to obtain adequate insurance coverage at reasonable rates for our vessels in the future.  For example, in the past more stringent environmental regulations have led to increased costs for, and in the future may result in the lack of availability of, insurance against risks of environmental damage or pollution.  Additionally, our insurers may refuse to pay particular claims.  Any significant loss or liability for which we are not insured could have a material adverse effect on our financial condition.


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Our operating results will beare subject to seasonal fluctuations, which could affect our operating results.
The operationsoperation of our fleet may be subject to seasonal factors dependent upon which region of the world we are operating our PSVs.  Since inception, ourvessels.  Our vessels have operated onlycurrently operate primarily in the North Sea and West Africa, however, if the terms and conditions for operations in other regions arebecome more favorable, we might fix contracts formay employ our vessels in other markets.
Operations in the North Sea are generally at their highest levels during the months from April through August and at their lowest levels from December through February primarily due to lower construction activity and harsh weather conditions affecting the movement and servicing of drilling rigs.
Regulations relating Our operations in West Africa are generally not subject to ballast water discharge coming into effect during September 2019 may adversely affect our revenues and profitability.
The IMO has imposed an updated guideline for ballast water management systems specifying the maximum amount of viable organisms allowed to be discharged from a vessel's ballast water. Depending on the date of the IOPP renewal survey, existing vessels must comply with the updated D-2 standard on or after September 8, 2019. For most vessels, compliance with the D-2 standard will involve installing on-board systems to treat ballast water and eliminate unwanted organisms.
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seasonality fluctuations.
If economic conditions throughout the world deteriorate or become more volatile, it could impede our operations.
Our ability to secure funding is dependent on well-functioning capital markets and on an appetite to provide funding to the shipping and offshore industry. At present, capital marketsWe are well-functioning and funding is available for the shipping industry. However, ifcurrently facing adversity in both global economic conditions and economic conditions within our industry. If these conditions persist or worsen, or lenders for any reason may decide not to provide debt financing to us, or we may not be able to secure additional financing to the extent required, on acceptable terms or at all. If additional financing is not available when needed, or is available only on unfavorable terms, we may be unable to meet our obligations as they come due, or we may be unable to enhance our existing business, complete additional vessel acquisitions or otherwise take advantage of business opportunities as they arise.
The world economy faces a number of challenges including, but not limited to the COVID-19 pandemic, trade wars, that cause markets to plunge, the effects of volatile oil prices, continuing turmoil and hostilities in the Middle East, the Korean Peninsula, North Africa and other geographic areas and countries. If one or more of the major national or regional economies should weaken, there is a substantial risk that such a downturn will impact the world economy. There has historically been a strong link between the development of the world economy and demand for energy, including oil and gas.
In Europe, large sovereign debts and fiscal deficits, low growth prospects and high unemployment rates in a number of countries have contributed to the rise of Eurosceptic parties, which would like their countries to leave the Euro. The exit of the United Kingdom from the European Union and potential new trade policies in the United States further increase the risk of additional trade protectionism.
In China, a transformation of the Chinese economy is underway, as Chinathe country transforms from a production-driven economy towards a service or consumer-driven economy. The Chinese economic transition implies that we do not expect the Chinese economy to return to double digit GDP growth rates in the near term. According to the International Monetary Fund, the growth rate of China's GDP increasedis expected to 6.9% fordecrease during 2020, in large part due to the year ending December 31, 2017, which despite being higher than expected, continues to remain below historical levels.COVID-19 pandemic. Furthermore, there is a rising threat of a Chinese financial crisis resulting from massivesubstantial personal and corporate indebtedness.
While the recent developments in Europe and China have not had a significant immediate impact on our charter rates, an extended period of deterioration in the world economy could reduce the overall demand for our services. Such changes could adversely affect our future performance, results of operations, cash flows and financial position.
Credit markets in the United States and Europe have in the past experienced significant contraction, de-leveraging and reduced liquidity, and there is a risk that U.S. federal and state governments and European authorities continue to implement a broad variety of governmental action and/or new regulation of the financial markets. Global financial markets and economic conditions have been, and continue to be, volatile.volatile in light of the COVID-19 pandemic.
We face risks attendant to changes in economic environments, changes in interest rates and instability in the banking and securities markets around the world, among other factors. We cannot predict how long the current downturn in market conditions will last. These recent and developing economic and governmental factors may have a material adverse effect on our results of operations and financial condition and may cause the price of our common shares to decline.
Prospective investors should consider the potential impact, uncertainty and risk associated with the developmentdevelopments in the wider global economy. Further economic downturn in any of these countries could have a material effect on our future performance, results of operations, cash flows and financial position.
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The state of global financial markets and economic conditions may adversely impact our ability to obtain financing on acceptable terms, or at all, which may hinder or prevent us from expanding our business.
Global financial markets and economic conditions have been, and continue to be, volatile. In recent years, operating businesses in the global economy have faced tightening credit, weakening demand for goods and services, deteriorating international liquidity conditions, and declining markets. Since 2008, there has been a general decline in the willingness of banks and other financial institutions to extend credit, particularly in the shipping and offshore industry, due to the historically volatile asset values of vessels. As the shipping and offshore industry is highly dependent on the availability of credit to finance and expand operations, it has been negatively affected by this decline.


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As a result of concerns about the stability of financial markets generally and the solvency of counterparties specifically, the cost of obtaining money from the credit markets may increase as many lenders have increased interest rates, enacted tighter lending standards, refused to refinance existing debt at all or on terms similar to current debt and reduced, and in some cases ceased, to provide funding to borrowers. Due to these factors, additional financing may not be available if needed and to the extent required, on acceptable terms or at all. If additional financing is not available when needed, or is available only on unfavorable terms, we may be unable to expand or meet our obligations as they come due or we may be unable to enhance our existing business, complete additional vessel acquisitions or otherwise take advantage of business opportunities as they arise.
Further, governments may turn and have turned to trade barriers to protect their domestic industries against foreign imports, thereby depressing shipping demand. In particular, leaders in the United States and China have implemented certain increasingly protective trade measures, including tariffs, which have been somewhat mitigated by the recent trade deal (first phase trade agreement) between the United States and China in early 2020, which, among other things, requires China to purchase over $50 billion of energy products including crude oil. The results of the 2016 presidential election and the potential results of the upcoming 2020 presidential election in the United States have created significant uncertainty about the future relationship between the United States, China and other exporting countries, including with respect to trade policies, treaties, government regulations and tariffs. Protectionist developments, or the perception that they may occur, may have a material adverse effect on global economic conditions, and may significantly reduce global trade. Moreover, increasing trade protectionism may cause an increase in (a) the cost of goods exported from regions globally, (b) the length of time required to transport goods and (c) the risks associated with exporting goods. Such increases may significantly affect the quantity of goods to be shipped, shipping time schedules, voyage costs and other associated costs, which could have an adverse impact on our charterers' business, operating results and financial condition and could thereby affect their ability to make timely charter hire payments to us and to renew and increase the number of their time charters with us. This could in turn have a material adverse effect on our business, results of operations or financial condition.
Due to these factors, we cannot be certain that financing will be available if needed and to the extent required, on acceptable terms.terms, or at all.
Outbreaks of epidemic and pandemic diseases, including COVID-19, and governmental responses thereto could adversely affect our business.
Public health threats, such as COVID-19 (as described more fully below), influenza and other highly communicable diseases or viruses, outbreaks of which have from time to time occurred in various parts of the world in which we operate could adversely impact our operations as well as the operations of our customers. The recent outbreak of COVID-19, a virus causing potentially deadly respiratory tract infections first identified in Hubei province in China, and that has since spread globally, being declared a global pandemic by the World Health Organization on March 11, 2020, has already caused severe global disruptions and may negatively affect economic conditions regionally as well as globally and otherwise impact our operations and the operations of our customers and suppliers. Governments in affected countries are imposing travel bans, quarantines and other emergency public health measures. In response to the virus, China, India, Italy, Spain, France, and the U.K. have implemented nationwide lockdown measures, and other countries and local governments may enact similar policies. Companies are also taking precautions, such as requiring employees to work remotely, imposing travel restrictions and temporarily closing businesses. These restrictions, and future prevention and mitigation measures, are likely to have an adverse impact on global economic conditions, which could materially and adversely affect our future operations. As a result of these measures, our vessels may not be able to call on ports, or may be restricted from disembarking from ports, located in regions affected by the outbreak. Uncertainties regarding the economic impact of the COVID-19 outbreak is likely to result in sustained market turmoil, which could also negatively impact our business, financial condition and cash flows. In addition these difficultieswe may adversely affectexperience severe operational disruptions and delays, unavailability of normal port infrastructure and services including limited access to equipment, critical goods and personnel, disruptions to crew change, quarantine of ships and/or crew, counterparty solidity, closure of ports and custom offices, as well as disruptions in the supply chain and industrial production, which may lead to reduced cargo demand, amongst other potential consequences attendant to epidemic and pandemic diseases. The extent of the COVID-19 outbreak’s effect on our operational and financial institutionsperformance will depend on future developments, including the duration, spread and intensity of the outbreak, all of which are uncertain and difficult to predict considering the rapidly evolving landscape. To our knowledge our vessel operations to date have not been materially affected by the COVID-19 outbreak as we have not had an outbreak of the virus on


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any of our vessels and we have been able to effectively execute crew changes, or successfully extend crew rotations, on all of our vessels. Nevertheless, the ultimate severity of the COVID-19 outbreak is uncertain at this time and therefore we cannot predict the impact it may have on our future operations, which impact is likely to be material and adverse, particularly if the pandemic continues to evolve into a prolonged severe worldwide health crisis.
The Company has revised its cash flow forecasts in light of current economic conditions, and has determined that provide us with our original $60.0 million revolving credit facility, orthere is substantial doubt about the Credit Facility, which on March 16, 2015, was increased to $150.0 million, and may impair theirCompany's ability to continue as a going concern within 12 months of the date of this report. This determination, and the factors leading to performit, are discussed further below under their financing obligations to us, which could negatively impactthe risk factor entitled "There is substantial doubt about our ability to fundcontinue as a going concern".
The U.K.’s withdrawal from the European Union may have a negative effect on global economic conditions, financial markets and our business.
In June 2016, a majority of voters in the U.K. elected to withdraw from the EU in a national referendum (informally known as “Brexit”), a process that the government of the U.K. formally initiated in March 2017. Since then, the U.K. and the EU have been negotiating the terms of a withdrawal agreement, which was approved in October 2019 and ratified in January 2020. The U.K. formally exited the EU on January 31, 2020, although a transition period remains in place until December 2020, during which the U.K. will be subject to the rules and regulations of the EU while continuing to negotiate the parties’ relationship going forward, including trade deals. There is currently no agreement in place regarding the aftermath of the withdrawal, creating significant uncertainty about the future relationship between the U.K. and the EU, including with respect to the laws and regulations that will apply as the U.K. determines which EU-derived laws to replace or replicate following the withdrawal. Brexit has also given rise to calls for the governments of other EU member states to consider withdrawal. These developments and uncertainties, or the perception that any of them may occur, have had and may continue to have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global market liquidity and restrict the ability of key market participants to operate in certain financial markets. Any of these factors could depress economic activity and restrict our access to capital, which could have a material adverse effect on our business and on our consolidated financial position, results of operations and our ability to pay distributions. Additionally, Brexit or similar events in other jurisdictions, could impact global markets, including foreign exchange and securities markets; any resulting changes in currency exchange rates, tariffs, treaties and other regulatory matters could in turn adversely impact our business and operations.
Brexit contributes to considerable uncertainty concerning the current and future obligations. As of December 31, 2017, we had drawn down an aggregate of $137.0 million under the Credit Facility. However, we are unableeconomic environment. Brexit could adversely affect European or worldwide political, regulatory, economic or market conditions and could contribute to draw further on the Credit Facility due to the terms under the waivers obtained.instability in global political institutions, regulatory agencies and financial markets.
We are subject to laws and regulations, which can adversely affect our business, results of operations, cash flows and financial condition, and our ability to pay dividends.service our debt.
Our operations are subject to numerous international, national, state and local laws, regulations, treaties and conventions in force in international waters and the jurisdictions in which our vessels operate or are registered, which can significantly affect the ownership and operation of our vessels.  These regulations include, but are not limited to, the U.S. Oil Pollution Act of 1990, or OPA, the Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA, the U.S. Clean Air Act, the U.S. Clean Water Act and the U.S. Maritime Transportation Security Act of 2002, or the MTSA, and treaties and conventions of the United Nations International Maritime Organization or the IMO,(the "IMO"), including the International Convention for the Prevention of Pollution from Ships of 1973, as from time to time amended and generally referreferred to as MARPOL, the International Convention for the Safety of Life at Sea of 1974 or the SOLAS Convention,(the "SOLAS Convention"), and the International Convention on Load Lines of 1966.1966 (the "LL Convention"). Compliance with such laws, regulations and standards, where applicable, may require installation of costly equipment or implementation of operational changes and may affect the resale value or useful lives of our vessels. These costs could have a material adverse effect on our business, results of operations, cash flows and financial condition.  A failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or the suspension or termination of our operations.
Environmental laws often impose strict liability for remediation of spills and releases of oil and hazardous substances, which could subject us to liability without regard to whether we were negligent or at fault.  Under OPA, for example, owners, operators and bareboat charterers are jointly and severally strictly liable for the discharge of oil within the 200-mile exclusive economic zone around the U. S.  Furthermore, the 2010 explosion of the Deepwater Horizon well and the subsequent release of oil into the Gulf of Mexico, or other similar events, may result in further regulation of the shipping and offshore industry, and modifications to statutory liability schemes, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.  An oil spill could result in significant liability, including fines, penalties and criminal liability and remediation costs for natural resource damages under other federal, state and local laws, as well as third-party damages.
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Climate change and greenhouse gas restrictions may adversely impact our operations and markets.
Due to concern over the riskimpact of climate change, a number of countries and the IMO have adopted regulatory frameworks to reduce greenhouse gas emissions. These regulatory measures may include, among others, adoption of cap and trade regimes, carbon taxes, increased efficiency standards, and incentives or mandates for renewable energy. In addition, although the emissions of greenhouse gases from international shipping currently are not subject to the


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Paris Agreement (discussed below), or the Kyoto Protocol to the United Nations Framework Convention on Climate Change, that required adopting countries to implement national programs to reduce emissions of certain gases, a new treaty may be adopted in the future that includes restrictions on shipping emissions.
We are subject to international safety standards and the failure to comply with these regulations may subject us to increased liability, may adversely affect our insurance coverage and may result in a denial of access to, or detention in, certain ports.
The operation of our vessels is affected by the requirements set forth in the International Safety Management Code or the ISM Code,(the "ISM Code") promulgated by the IMO under the SOLAS Convention.  The ISM Code requires ship owners, ship managers and bareboat charterers to develop and maintain an extensive "Safety Management System" that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation of vessels and describing procedures for dealing with emergencies.  In addition, vessel classification societies impose significant safety and other requirements on our vessels.
If labor interruptions are not resolved in a timely manner, they could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.service our debt.
Our technical managers employ masters, officers and crews to man our vessels. If not resolved in a timely and cost-effective manner, industrial action or other labor unrest could prevent or hinder our operations from being carried out as we expect and could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.
World events could affect our results of operations and financial condition.
Continuing conflicts in the Middle East and North Africa, and the presence of the United States and other armed forces in several countries, may lead to additional acts of terrorism and armed conflict around the world, which may contribute to further economic instability in the global financial markets. These uncertainties could also adversely affect our ability to obtain financing on terms acceptable to us or at all.
We are subject to war, sabotage, piracy, cyber-attacks and terrorism risk.
War, sabotage, pirate, cyber and terrorist attacks or any similar risk may affect our operations in unpredictable ways, including changes in the insurance markets, disruptions of fuel supplies and markets, particularly oil, and the possibility that infrastructure facilities, including pipelines, production facilities, refineries, electric generation, transmission and distribution facilities, offshore rigs and vessels, and communications infrastructures, could be direct targets of, or indirect casualties of, a cyber-attack or an act of piracy or terror.  War or risk of war may also have an adverse effect on the world economy.  Insurance coverage can be difficult to obtain in areas of pirate and terrorist attacks resulting in increased costs that could continue to increase.  We continually evaluate the need to maintain this insurance coverage as it applies to our fleet.  Instability in the financial markets as a result of war, sabotage, piracy, cyber-attacks or terrorism could also affect our ability to raise capital and could also adversely affect the oil, natural gas and power industries and restrict their future growth.
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Governments could requisition our vessels during a period of war or emergency, resulting in a loss of earnings.
A government could requisition one or more of our vessels for title or for hire.  Requisition for title occurs when a government takes control of a vessel and becomes her owner, while requisition for hire occurs when a government takes control of a vessel and effectively becomes her charterer at dictated charter rates.  Generally, requisitions occur during periods of war or emergency, although governments may elect to requisition vessels in other circumstances.  Although we would be entitled to compensation in the event of a requisition of one or more of our vessels, the amount and timing of payment would be uncertain.  Government requisition of one or more of our vessels may negatively impact our revenues.
Company Specific Risk Factors
There is substantial doubt about our ability to continue as a going concern.
Since the beginning of calendar year 2020, the COVID-19 outbreak has resulted in the implementation of numerous actions by governments and governmental agencies in an attempt to mitigate the spread of the virus. These measures have resulted in a significant reduction in global economic activity and extreme volatility in the global financial


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markets which has reduced the global demand for oil and related products. Additionally, in March 2020, output disagreements between OPEC producing nations (led by Saudi Arabia) and Russia triggered a price war sending the price of crude oil to lows not seen in decades. The confluence of these events has resulted in a precipitous pull back of production and capital expenditure outlays from major oil producers throughout the world. Consequently, the markets in which our vessels operate have come under significant pressure in the form of reduced spot market rates and utilization, higher lay-up activity, and contract cancellations and renegotiations.
Under these conditions, the Company projects that it might breach certain financial covenants under its credit facilities within 12 months from the date of this annual report. Additionally, under the terms of the New Equity Line of Credit (as defined below), the Company is precluded from issuing shares under the Company's common stock purchase agreement (the “New Equity Line of Credit”) with Scorpio Services Holding Limited ("SSH"), a related party, if the price of the Company’s common stock (calculated on a volume weighted average basis over the preceding five days) is below $0.60 per share. In March and April 2020, the price of the Company’s common stock fell below this threshold on certain occasions and for sustained periods of time. Additionally, we have received two deficiency notifications from the NYSE that could result in suspension or delisting of our common shares. As further described below, under the risk factor entitled "The market price of our common shares has recently declined significantly and our common shares could be delisted from the NYSE or trading could be suspended", we have until November 2020, and August 2021, subject to certain conditions, to cure each of these deficiencies. If our stock is delisted, then the Company is precluded from issuing shares under the New Equity Line of Credit. If additional liquidity under the New Equity Line of Credit is unavailable, the Company might breach covenants under its credit facilities, or face liquidity constraints, sooner than would otherwise occur under the revised projections.
The Company has commenced discussions with its lenders in an effort to find possible solutions and is also considering other strategic alternatives to meet the Company’s obligations, such as the sale of some or all of the vessels in the Company’s fleet. The Company has also engaged an advisor to provide consultation throughout this process. There can be no assurance that these or other measures will be successful.
Accordingly, substantial doubt is deemed to exist about the Company’s ability to continue as a going concern within one year from the date of this annual report. The expression of such doubt or our inability to overcome the factors leading to such doubt could have a material adverse effect on our financial condition, stock price, our business relationships, the terms of our indebtedness, and ability to raise capital and therefore could have a material adverse effect on our business and financial prospects.
We are subject to certain risks with respect to our counterparties on contracts, and failure of such counterparties, such as our vessel charterers, to meet their obligations could cause us to suffer losses or negatively impact our results of operations and cash flows.
We have entered into, and may enter into in the future, various contracts, including charter agreements, shipbuilding contracts and credit facilities.  Such agreements subject us to counterparty risks.  The ability and willingness of each of our counterparties to perform its obligations under a contract with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the maritime and offshore industries, the overall financial condition of the counterparty, prevailing charter rates, and various expenses.  For example, the combination of a reduction of cash flow resulting from declines in world trade, a reduction in borrowing bases under reserve-based credit facilities and the lack of availability of debt or equity financing may result in a significant reduction in the ability of our charterers to make charter payments to us.
As a result, charterers may need to, or may use these instances as opportunities to, renegotiate the terms of their existing charter agreements or avoid their obligations under those contracts. Should a counterpartycharterer fail to honor its obligations under agreements with us, it may be difficult to secure substitute employment for such vessel, and any new charter arrangements we secure in the spot market or on time charters may be at lower rates. As a result, we could sustain significant losses which could have a material adverse effect on our business, financial condition, results of operations and cash flows, as well as our ability to pay dividends, if any, in the future, and comply with covenants in our Credit Facility.credit facilities.
We operatemay not be able to renew or replace expiring charters for our vessels.
We have a young fleet, howevernumber of charters that will expire in 2020 or that may be renegotiated or cancelled given the current market conditions. Our ability to renew or replace expiring charters or obtain new charters, and the terms of any such charters, will depend on various factors, including market conditions and the specific needs of our customers.


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Given the highly competitive and historically cyclical nature of our industry, we may not be able to renew or replace the charters or we may be required to renew or replace expiring charters or obtain new charters at rates that are below, and potentially substantially below, existing day rates, or that have terms that are less favorable to us than our existing charters, or we may be unable to secure charters for these vessels. This could have a material adverse effect on our financial condition, results of operations and cash flows.
As our vessels age, or if we acquire additional secondhand vessels in the future, and we aremay be exposed to increased operating costs which could adversely affect our earnings and, as our fleet ages, the risks associated with our vessels could adversely affect our ability to obtain profitable charters.
While we will inspect the secondhand vessels which we may acquire, this does not provide us with the same knowledge about their condition that we would have had if these vessels had been built for, operated and maintained exclusively by us.  Generally, purchasers of secondhand vessels do not receive the benefit of warranties from the builders for the secondhand vessels that they acquire.
In general, the costs to maintain a vessel in good operating condition increase with the age of the vessel. Older vessels are typically less fuel efficient than more recently constructed vessels due to improvements in engine technology. Governmental regulations, safety and other equipment standards related to the age of vessels may require expenditures for alterations or the addition of new equipment to some of our vessels and may restrict the type of activities in which these vessels may engage. WeWhile our fleet currently consists of vessels that were all constructed after 2009, we cannot assure you that, as our vessels age, market conditions will justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives. As a result, regulations and standards could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends.
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Additionally, we have acquired and may continue to acquire secondhand vessels. While we are entitled to inspect the secondhand vessels which we may acquire, this does not provide us with the same knowledge about their condition that we would have had if these vessels had been built for, operated and maintained exclusively by us.  Generally, purchasers of secondhand vessels do not receive the benefit of warranties from the builders for the secondhand vessels that they acquire.
Governmental regulations, safety, environmental or other equipment standards related to the age of vessels may require expenditures for alterations, or the addition of new equipment, to our vessels and may restrict the type of activities in which the vessels may engage.  As our vessels age, market conditions may not justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.
Because the market value of our vessels may fluctuate significantly, we may incur losses if we sell vessels which may adversely affect our earnings, or could cause us to incur impairment charges.
The fair market value of vessels may increase and decrease depending on but not limited to the following factors:
general economic and market conditions affecting the shipping and offshore industry;
competition from other shipping companies;
types, sizes and ages of vessels;
the availability of other modes of transportation;
the cost of newbuildings;
shipyard capacity;
governmental or other regulations;
prevailing level of charter rates;
ability to deploy to other markets; and
technological advances in vessel design or equipment or otherwise.
During the period a vessel is subject to a time charter, we will not be permitted to sell it to take advantage of increases in vessel values without the charterers' agreement. If we sell a vessel at a time when ship prices have fallen, the sale may be at less than the vessel's carrying amount on our financial statements, with the result that we could incur a loss and a reduction in earnings. In addition, if we determine at any time that a vessel's future limited useful life and earnings require us to impair its value on our financial statements, that could result in a charge against our earnings and a reduction of our shareholders' equity. We did not recognizerecorded an impairment chargescharge of $160.1 million in the year ended


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December 31, 2017. If the current weak market conditions continue, it would have a negative impact on future operating results and could possibly result in impairment charges.
We did not recognize impairment charges as of December 31, 2017. As more fully described in our accounting policies, we evaluate our individual assets for impairment whenever events or changes in circumstances indicate that the carrying amount of our vessels may not be recoverable. As required by U.S. GAAP (ASC 360)2018 (Predecessor), in determining whetherrelation to our assets are recoverable, we compare our estimate of the undiscounted cash flows expected to be generated by the asset to its carrying amount. If the undiscounted cash flows are greater than the carrying amount, no impairment chargevessels. It is recognized. As of December 31, 2017, we determinedpossible that the sum of the undiscounted cash flows for each vessel exceeded its carrying value.
Factors and conditions that could impact our estimates of future cash flows of our vessels include:
·Reduced demand for our vessels;
·Changes in behaviors and attitudes of our charterers towards technical, operational and environmental standards; and
·Changes in regulations and requirements governing the technical and environmental capabilities of our vessels.
We believe that our impairment assumptions are reasonable.
During the past two years, the market value of vessels has declined, and we have identified impairment indicators. Our analysis assumed that we will keep all of our vessels for their remaining economic useful lives. We considerwill continue to decline in the economic useful lifefuture and could adversely affect our ability to comply with current or future financial covenants contained in our loan agreements or other financing arrangements. Any impairment charges incurred as a result of each vessel to be 25 years from the time of construction.
In developing estimates of future undiscounted cash flows, we make assumptions and estimates about the vessels' future performance, with the significant assumptions being related to charter rates, fleet utilization, operating costs, capital expenditures, residual value and the estimated remaining useful life of each vessel. The assumptions used to develop estimates of future undiscounted cash flows are based on historical trends as well as future expectations.
The most important assumptionsdeclines in determining undiscounted cash flows are the estimated charter rates and utilization. Forother market deterioration could negatively affect our business, financial condition, operating results or the first and second yeartrading price of our analysis we usecommon shares.
Conversely, if vessel values are elevated at a 3-year weighted average, which is composed of the lower of the historical market rates and utilization, as provided by a third party, and the rates and utilization we have achieved for the same period. For year three of our analysis we have applied a one year ramp up where rates are based on 75% of the 15-year historical average rates provided by third party, while applying a utilization rate of 75%. The ramp up period is applied to reflect a potentially slower return to historical activity levels. For the rates and utilization thereafter we use the 15-year historical average as provided by a third party. Charter rates and utilization are volatile.
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We have used a long-term average because we believe it reflects the long-term perspective we havetime when we invest inwish to acquire additional vessels, the cost of acquisition may increase and this could adversely affect our vesselsbusiness, results of operations, cash flow and includes objective data reflecting both positive and negative cycles impacting our business. The actual rates and utilization we realizefinancial condition.
Current market conditions may result in the future in any given year is likelydecision to differ significantly from the long-term historical averages that we use. We do not predict that rates and utilization will necessarily reach the 15-year historical average by the fourth year, but rather that we will achieve the averagestack certain of the 15-year rates for the remaining useful life of theour vessels. As the analysis is based on undiscounted cash flows, timing of cash flows ismarkets recover, we change our marketing strategies or for other reasons, we may be required to incur higher than expected costs to return previously stacked vessels to active service.
We currently have two vessels that are in warm lay-up. Stacked vessels are not important, but if we slowly ramp upmaintained with increases or decreases we would achieve the same resultdiligence as usingactive vessels. Depending on the average rates and utilization.
Inlength of time the future, we might change the assumptions we use in our analysis if we conclude that there has been a fundamental shift in the market and that the 3-year and 15-year historical average market rates and utilizationvessels are no longer indicative of future market conditions. This change in assumptions could result in an impairment charge being recognized.
The average spot market rates provided by a third party for the year ended December 31, 2017, was $9,983 per day, and the average market utilization, (including idle vessels) was 63%. Our achieved rate for the period was $10,784 per day and the utilization was 65% for our vessels in operation. The figures presented with respect to us do not include longer term charter contracts for the respective periods. If the current weak market conditions continue for longer than we expect or decline further, it becomes more likely thatstacked, we may recognize impairment charges. Inincur costs beyond normal drydock costs to return these vessels to active service. These costs are difficult to estimate and may be substantial and these expenditures may increase to a market where demand and supply for vessels are stable and rates are above a cash break-even, utilization rateslevel at which they are not as volatile. When the market iseconomically justifiable. Also, customers may prefer modern vessels over older vessels, especially in suchweaker markets. The cost of repairing and/or upgrading existing vessels or adding a state, the rates will fluctuate depending on the short-term demand and supply, but as an overall market is in balance, vessels in the market willnew vessel to our fleet can be able to secure contracts regularly.
Our impairment analysis as of December 31, 2017, based on 3-year and 15-year historical average PSV rates and utilization as of December 31, 2017, indicates that our undiscounted cash flows are 37% higher than carrying values on an accumulated basis for our fleet.substantial. 
We derive a significant portion of revenues from a relatively small number of larger customers, the loss of any of which could adversely affect our business and operating results.
The portion of our revenues attributable to any single customer may change over time, depending on the level of relevant activity by any such customer, our ability to meet the customer's needs and other factors, many of which are beyond our control. In addition, our results of operations, financial condition and cash flows could be materially adversely affected if one or more of these customers decide to interrupt or curtail their activities, terminate their contracts with us, fail to renew existing contracts, and/or refuse to award new contracts, and we were unable to contract our vessels with new customers at comparable day rates.
VolatilityThe relationship of some of our shareholders and our directors and officers with the Scorpio group of companies may create conflicts of interest.
Three of our largest shareholders, SSH, SOHI and Scorpio Offshore Investments Inc. ("SOI") (related party affiliates of ours), are entities affiliated with Scorpio. Scorpio is owned and controlled by certain members of the Lolli-Ghetti family, of which our Chairman and Chief Executive Officer, Mr. Emanuele Lauro, and our Vice President, Mr. Filippo Lauro, are members. In aggregate, SSH, SOI and SOHI own 67.5% of the Company and therefore have the ability to control the majority of the decisions put to a vote of the shareholders. The interests of these entities may differ from your interests and the interests of other shareholders. Additionally, all of our executive directors and officers, including Messrs. Emanuele Lauro, Robert Bugbee (our President and a director), Cameron Mackey (our Chief Operating Officer and a director) and Filippo Lauro, serve as directors and/or officers of other entities within Scorpio, in LIBOR ratesaddition to Scorpio Bulkers Inc. (NYSE: SALT) and/or Scorpio Tankers Inc. (NYSE: STNG), which are not controlled by the Lolli-Ghetti family. These relationships may create conflicts of interest in matters involving or affecting us and such conflicts may not be resolved in our favor.
Certain of our officers do not devote all of their time to our business, which may hinder our ability to operate successfully.
Certain of our officers participate in business activities not associated with us, and as a result, they may devote less time to us than if they were not engaged in other business activities and may owe fiduciary duties to our shareholders as well as the shareholders of other companies with which they may be affiliated, including companies within Scorpio, Scorpio Bulkers Inc. (NYSE: SALT), and/or Scorpio Tankers Inc. (NYSE: STNG). We expect that each of our officers will continue to devote a substantial portion of their business time to the management of the Company. However, their positions across multiple companies may create conflicts of interest in matters involving or affecting us and our customers and it is not certain that any of these conflicts of interest will be resolved in our favor. This could affecthave a material adverse effect on our profitability, earningsbusiness, financial condition, results of operations and cash flow.flows.
Our Credit Facility is advanced at a floating rate based on

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We are exposed to volatility in the London Interbank Offered Rates, or LIBOR. Any volatilityRate ("LIBOR") which can result in higher than market interest rates and charges against our income.
LIBOR has historically been volatile, with the spread between LIBOR and the prime lending rate widening significantly at times. These conditions are the result of the disruptions in the international credit markets. Because the interest rates borne by our outstanding indebtedness fluctuate with changes in LIBOR, rate willif this volatility were to occur, it would affect the amount of interest payable on our debt, which in turn, could have an adverse effect on our profitability, earnings and cash flows.flow.
Furthermore, interest in most financing agreements in our industry has been based on published LIBOR rates. Recently, however, there has been uncertainty relating to the LIBOR calculation process, which may result in the phasing out of LIBOR in the future. Indeed, the banks currently reporting information used to set LIBOR will likely stop such reporting after 2021, when their commitment to reporting information ends.
In the event of the continued or permanent unavailability of LIBOR, many of our financing agreements contain a provision requiring or permitting us to enter into negotiations with our lenders to agree to an alternative interest rate or an alternative basis for determining the interest rate. These clauses present significant uncertainties as to how alternative rates or alternative bases for determination of rates would be agreed upon, as well as the potential for disputes or litigation with our lenders regarding the appropriateness or comparability to LIBOR of any substitute indices. In the absence of an agreement between us and our lenders, most of our financing agreements provide that LIBOR would be replaced with some variation of the lenders’ cost-of-funds rate. The discontinuation of LIBOR presents a number of potential risks to our business, including volatility in applicable interest rates among our financing agreements, increased lending costs for future financing agreements or unavailability of or difficulty in attaining financing, which could in turn have an adverse effect on our profitability, earnings and cash flow.
In order to manage our exposure to interest rate fluctuations, we may from time to time use interest rate derivatives to effectively fix some of our floating rate debt obligations. No assurance can however be given that the use of these derivative instruments, if any, may effectively protect us from adverse interest rate movements. The use of interest rate derivatives may affect our results through mark to market valuation of these derivatives. Also, adverse movements in interest rate derivatives may require us to post cash as collateral, which may impact our free cash position.
Because we obtain some of our insurance through protection and indemnity associations, we may be required to make additional premium payments.
We may be subject to increased premium payments, or calls, in amounts based on our claim records, as well as the claim records of other members of the protection and indemnity associations through which we receive insurance coverage for tort liability, including pollution-related liability.
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A decision of our Board of Directors and the laws of Bermuda may prevent the declaration and payment of dividends.
Our ability to declare and pay dividends is subject at all times to the discretion of our boardBoard of directors,Directors, and compliance with Bermuda law, and may be dependent, among other things, on our having sufficient available distributable reserves. For more information, please see Item"Item 8. Financial Information—A. Consolidated Statements and other Financial Information—Dividend Policy. We may not continue to pay dividends at rates previously paid or at all.Policy".
If the United States Internal Revenue Service were to treat us as a "passive foreign investment company," that could have adverse tax consequences for United States shareholders.
A foreign corporation is treated as a "passive foreign investment company," or PFIC,company" ("PFIC") for United States federal income tax purposes, if either (1) at least 75% of its gross income for any taxable year consists of certain types of "passive income" or (2) at least 50% of the average value of the corporation's assets produce or are held for the production of those types of passive income. For purposes of these tests, cash is treated as an asset that produces passive income, and passive income includes dividends, interest, and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business. Income derived from the performance of services does not constitute passive income. United States shareholders of a PFIC may be subject to a disadvantageous United States federal income tax regime with respect to the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC.


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Based on our current and proposedexpected method of operation, we do not believe that we will be a PFIC with respect to any taxable year. In this regard, we intend to treat the gross income we derive or are deemed to derive from our time chartering activities as services income, rather than rental income. Accordingly, we believe that income from our time chartering activities does not constitute "passive income," and the assets that we own and operate in connection with the production of that income do not constitute assets that produce, or are held for the production of, "passive income."
There is, however, no direct legal authority under the PFIC rules addressing our method of operation. We believe there is substantial legal authority supporting our position consisting of case law and United States Internal Revenue Service or IRS,(the "IRS"), pronouncements concerning the characterization of income derived from time charters and spot charters as services income rather than rental income for other tax purposes.  However, there is also authority which characterizes time charter income as rental income rather than services income for other tax purposes.  Accordingly, no assurance can be given that the IRS or a court of law will accept our position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable year if there were to be changes in the nature and extent of our operations.
If the IRS or a court of law were to find that we are a PFIC for any taxable year, our United States shareholders who owned their shares during such year would face adverse United States federal income tax consequences and certain information reporting obligations. Under the PFIC rules, unless those United States shareholders made or make an election available under the Internal Revenue Code (the "Code") (which election could itself have adverse consequences for such United States shareholders), such United States shareholders would be subject to United States federal income tax at the then highest income tax rates on ordinary income plus interest upon excess distributions (i.e., distributions received in a taxable year that are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or the United States shareholder's holding period for our common shares) and upon any gain from the disposition of our common shares, as if the excess distribution or gain had been recognized ratably over the United States shareholder's holding period of our common shares. In addition, non-corporate United States shareholders would not be eligible to treat dividends paid by us as "qualified dividend income" if we are a PFIC in the taxable year in which such dividends are paid or in the immediately preceding taxable year.
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Risks Related to our Indebtedness
Servicing our current or future indebtedness limits funds available for other purposes and if we cannot service our debt, we may lose our vessels.
Borrowing under credit facilities requires us to dedicate a part of our cash flow from operations to paying interest on our indebtedness. These payments limit funds available for working capital, capital expenditures and other purposes, including further equity or debt financing in the future.  Amounts borrowed under our $132.9 million term loan facility with DNB Bank ASA and Skandinaviska Enskilda Banken AB (publ) (the "New Term Loan Facility"), and $9.0 million term loan facility with DVB Bank SE, (the "DVB Credit Facility willFacility"), and our future credit facilities may bear interest at variable rates.  Increases in prevailing interest rates could increase the amounts that we would have to pay to our lenders, even though the outstanding principal amount remains the same, and our net income and cash flows would decrease.  We expect our earnings and cash flow to vary from year to year due to the cyclical nature of the offshore supply vesselOSV industry.  If we do not generate or reserve enough cash flow from operations to satisfy our debt obligations, we may have to undertake alternative financing plans, such as:
·seeking to raise additional capital;
·refinancing or restructuring our debt;
·selling our PSVs;selling our vessels; or
·reducing or delaying capital investments.
However, these alternative financing options, if necessary, may not be sufficient to allow us to meet our debt obligations.
Our New Term Loan Facility and DVB Credit Facility contains,contain, and other debt agreements we may enter into in the future may contain, covenants which limit the amount of the facility available or that we may use for other corporate activities, which could negatively affect our growth and cause our financial performance to suffer.


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Our New Term Loan Facility and DVB Credit Facility imposes,impose, and debt agreements we may enter into in the future may impose, operating and financial restrictions on us.  These restrictions could limit our ability, or the ability of our subsidiaries that are party thereto, to:
·pay dividends and make capital expenditures if we do not repay amounts due under our debt agreements or if there is another default under our debt agreements;
·incur additional indebtedness, including the issuance of guarantees;
·create liens on our assets;
·change the flag, class or management of our vessels or terminate or materially amend the management agreement relating to certain vessels;
·sell our vessels;
·merge or consolidate with, or transfer all or substantially all our assets to, another person; or
·enter into a new lineenter into new lines of business.
Therefore, we may need to seek permission from our lenders in order to engage in some corporate actions.  Our lenders' interests may be different from ours and we may not be able to obtain our lenders' permission when needed.  This may limit our ability to pay dividends if we determine to do so in the future, finance our future operations or capital requirements, make acquisitions or pursue business opportunities.
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Such operating and financial restrictions include, or may in the future include, a requirement on us to maintain specified financial ratios and satisfy financial covenants, including ratios and covenants based on the market value of the vessels in our fleet.
Events beyond our control, including changes in the economic and business conditions in the shipping and offshore markets in which we operate, may affect our ability to comply with these covenants. Should our charter rates or vessel values materially decline in the future, we may be required to take action to reduce our debt or to act in a manner contrary to our business objectives to meet any such financial ratios and satisfy any such financial covenants. We cannot assure you that we will meet these ratios or satisfy these covenants or that our lenders will waive any failure to do so.  A description of these covenants can be found in Note 7 to our consolidated financial statements included herein. A breach of any of the covenants in, or our inability to maintain the required financial ratios under our debt agreements would prevent us from borrowing additional money under debt agreements and could result in a default under the agreements governing our indebtedness such as our New Term Loan Facility, our DVB Credit Facility, or future debt agreements into which we may enter.  If a default occurs under our New Term Loan Facility, our DVB Credit Facility, or any debt agreement which we may enter into in the future, the lenders could elect to declare the outstanding debt, together with accrued interest and other fees, to be immediately due and payable and foreclose on the collateral securing that debt, which could constitute all or substantially all of our assets.
As of December 31, 2016, we were in default of the minimum value adjusted equity, the minimum value adjusted equity ratio and the minimum liquidity covenants in the credit agreement governing the Credit Facility. The minimum value adjusted equity covenant requires us to maintain value adjusted equity of a minimum of $150.0 million. The minimum value adjusted equity ratio requires us to have value adjusted equity to value adjusted total assets of at least 45%. The minimum liquidity covenant requires us to have the higher of $10.0 million or 6% of our total debt.  Waivers were obtained from our lenders lowering (i) the minimum value of equity and (ii) the minimum value adjusted equity ratio covenant requirements to levels at which the Company was in compliance, and suspending (iii) the minimum level of liquidity covenant. These waivers were effective until April 30, 2018. Under the waivers the Company is unable to draw further on the Credit Facility.
In April 2018 we entered into an amendment to the credit agreement for our Credit Facility that extends the waiver period up until December 31, 2019, for all the covenants associated with the Credit Facility except for reintroducing a liquidity covenant of $5.0 million. Under the terms of this waiver, we are unable to draw further on the Credit Facility until we comply with the original terms and conditions under the Credit Facility agreement. The waiver obtained does not prohibit us from paying dividends. We may distribute dividends, subject to a corresponding amount being repaid under the Credit Facility.
Although we received waivers lowering our covenant requirements, should our charter rates or vessel values materially decline further in the future, we may be required to take action to reduce our debt or to act in a manner contrary to our business objectives to meet any such financial ratios and satisfy any such financial covenants.
Risks Relating to Investing in Our Common Shares
Our common share price may be highly volatile and future sales of our common shares could cause the market price of our common shares to decline.
The market price of our common shares may fluctuatehas recently declined significantly and our common shares could be delisted from the NYSE or trading could be suspended.
We currently have two outstanding deficiency notifications from the NYSE that could result in responsesuspension or delisting of our common shares from the NYSE. On December 2, 2019, we received notice from the NYSE that we were not in compliance with the NYSE’s continued listing standards because our average market capitalization over a 30-trading day period and stockholders’ equity were each below the NYSE’s $50 million minimum. As of November 29, 2019, our average market capitalization over a 30 trading-day period was approximately $23.7 million and as of September 30, 2019, we reported total stockholders’ equity of approximately $47.4 million. In accordance with NYSE rules, we submitted a business plan to many factors,the NYSE outlining the actions that we plan to take to regain compliance with the NYSE’s rules regarding market capitalization and stockholders’ equity. Pursuant and subject to the NYSE’s rules (which have recently been revised due to the COVID-19 pandemic), we have until August 11, 2021 to regain compliance with the NYSE’s minimum requirements for market capitalization and stockholders’ equity. However, we are subject to quarterly review by the NYSE and the NYSE, in its discretion, could initiate suspension and delisting procedures prior to the expiration of the 18-month cure period. While our stockholder's equity at December 31, 2019 was $52.1


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million, we must meet the $50 million minimum threshold for two consecutive fiscal quarters in order to regain compliance and no longer be considered deficient by NYSE standards.
On March 12, 2020, we received an additional notification from the NYSE stating that that we were no longer in compliance with the NYSE's minimum average closing price requirement because the average closing share price of our common stock over a consecutive 30 trading-day period ending March 10, 2020 had fallen below the $1.00 minimum requirement. Pursuant and subject to the NYSE’s rules (which have recently been revised due to the COVID-19 pandemic), we have until November 22, 2020 to regain compliance with the NYSE’s minimum average closing price requirements for our common shares.
During the cure periods, subject to further action by the NYSE, our common stock will continue to be listed and trade on the NYSE. As required by the NYSE, we have notified the exchange of our intent to cure the deficiencies and restore our compliance with the continued listing standards, however, we can give no assurance that we will be successful or that our common shares will continue to trade on the NYSE in the future. The commencement of suspension or delisting procedures by an exchange remains, at all times, at the discretion of such as actualexchange and would be publicly announced by the exchange. If a suspension or anticipated fluctuationsdelisting were to occur, there would be significantly less liquidity in the suspended or delisted securities. In addition, our operating results, changesability to raise additional necessary capital through equity or debt financing would be greatly impaired. Furthermore, with respect to any suspended or delisted common shares, we would expect decreases in financial estimates by securities analysts, economic and regulatory trends, general market conditions, rumorsinstitutional and other factors, manyinvestor demand, analyst coverage, market making activity and information available concerning trading prices and volume, and fewer broker-dealers would be willing to execute trades with respect to such common shares. A suspension or delisting would likely preclude us from further sales of common shares under our New Equity Line of Credit, decrease the attractiveness of our common shares to investors and cause the trading volume of our common shares to decline, which are beyondcould result in a further decline in the market price of our control.
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common shares.
Because we are a foreign corporation, you may not have the same rights that a shareholder inof a U.S. corporation may have.
We are incorporated under the laws of Bermuda. Our Memorandum of Continuance, Bye-laws and the Bermuda Companies Act of 1981 (the "Companies Act") govern our affairs. The Companies Act does not as clearly establish your rights and the fiduciary responsibilities of our directors as do statutes and judicial precedent in some U.S. jurisdictions. Therefore, you may have more difficulty in protecting your interests as a shareholder in the face of actions by the management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction. There is a statutory remedy under Section 111 of the Companies Act which provides that a shareholder may seek redress in the courts as long as such shareholder can establish that our affairs are being conducted, or have been conducted, in a manner oppressive or prejudicial to the interests of some part of the shareholders, including such shareholder.
We are incorporated in Bermuda and it may not be possible for our investors to enforce U.S. judgments against us.
We are incorporated under the laws of Bermuda. Substantially all of our assets are located outside of the United States. In addition, most of our directors and officers are non-residents of the United States, and all or a substantial portion of the assets of these non-residents are located outside of the United States. As a result, it may be difficult or impossible for U.S. investors to serve process within the United States upon us, or our directors and officers, or to enforce a judgment against us for civil liabilities in U.S. courts. In addition, you should not assume that courts in the countries in which we are incorporated or where ourwe are located (1) would enforce judgments of U.S. courts obtained in actions against us based upon the civil liability provisions of applicable U.S. federal and state securities laws or (2) would enforce, in original actions, liabilities against us based on those laws.
Anti-takeover provisions in our organizational documents could have the effect of discouraging, delaying or preventing a merger or acquisition, or could make it difficult for our shareholders to replace or remove our current board of directors, which could adversely affect the market price of our common shares.
Several provisions of our Memorandum of Continuance and Bye-laws could make it difficult for our shareholders to change the composition of our boardBoard of directorsDirectors in any one year, preventing them from changing the composition of management. In addition, the same provisions may discourage, delay or prevent a merger or acquisition that shareholders may consider favorable. These provisions include:
·authorizing our board of directors to issue "blank check" preferred shares without shareholder approval;

·providing for a classified board of directors with staggered, three-year terms;
·establishing certain advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by shareholders at shareholder meetings;
·prohibiting cumulative voting in the election of directors;
·limiting the persons who may call special meetings of shareholders;
·authorizing the removal of directors only for cause and only upon the affirmative vote of two-thirds of the votes cast at an annual meeting of shareholders by the holders of shares entitled to vote thereon; and
·establishing supermajority voting provisions with respect to amendments to certain provisions of our Bye-laws.
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authorizing our Board of Directors to issue "blank check" preferred shares without shareholder approval;
providing for a classified Board of Directors with staggered, three-year terms;
establishing certain advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can be acted on by shareholders at shareholder meetings;
prohibiting cumulative voting in the election of directors;
limiting the persons who may call special meetings of shareholders;
authorizing the removal of directors only for cause and only upon the affirmative vote of two-thirds of the votes cast at an annual meeting of shareholders by the holders of shares entitled to vote thereon; and
establishing supermajority voting provisions with respect to amendments to certain provisions of our Bye-laws.
Additionally, on December 21, 2018, our Board of Directors adopted a shareholders rights agreement and declared a dividend of one preferred share purchase right to purchase one one-thousandth of a Series A Participating Preferred Share of the Company for each outstanding common share. The dividend was payable on December 31, 2018 to shareholders of record on that date. Each right entitles the registered holder to purchase from us one one-thousandth of a Series A Participating Preferred Share of the Company at an exercise price of $10.00, subject to adjustment. The exercise price automatically increased to $100.00 as a result of our reverse stock split on January 28, 2019 and is subject to further adjustments in accordance with the terms of the shareholders rights agreement. We can redeem the rights under certain circumstances. The shareholders rights plan was designed to enable us to protect shareholder interests in the event that an unsolicited attempt is made for a business combination with, or a takeover of, the Company. Our shareholders rights plan is not intended to deter offers that our Board of Directors determines are in the best interests of our shareholders.
These anti-takeover provisions could substantially impede the ability of public shareholders to benefit from a change in control and, as a result, may adversely affect the market price of our common shares and yourshareholders' ability to realize any potential change of control premium.
Future sales of our common shares could cause the market price of our common shares to decline.
The market price of our common shares may fluctuate significantly in response to many factors and could decline due to sales of a large number of our common shares in the market, including sales of shares by our large shareholders, or the perception that these sales could occur. These sales could also make it more difficult or impossible for us to sell equity securities in the future at a time and price that we deem appropriate to raise funds through future offerings of our common shares.
We are an emerging growth company and For information on our New Equity Line of Credit under which we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will makemay, at our option, issue additional common shares, less attractive to investors.please see "Item 5. Operating and Financial Review and Prospects-B. Liquidity and Capital Resources-Equity Issuances and Lines of Credit."
We are an emerging growth company, as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. We cannot predict if investors will find our common shares less attractive because we may rely on these exemptions.  If some investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and our share price may be more volatile.
In addition, under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 for so long as we are an emerging growth company. The Company will no longer satisfy the criteria to qualify as an emerging growth company after 2018.
For as long as we take advantage of the reduced reporting obligations, the information that we provide shareholders may be different from information provided by other public companies.
ITEM 4.INFORMATION ON THE COMPANY
ITEM 4.INFORMATION ON THE COMPANY
A. History and Development of the Company
NordicHermitage Offshore Services Ltd. and its subsidiaries, formerly "Nordic American Offshore Ltd." (together "we", "our", "us", or the "Company"), is an OSV company that owns 23 OSVs. The Company’s vessels primarily operate in the North Sea or the West Coast of Africa. The Company was initially formed on October 17, 2013 under the laws of the Republic of the Marshall Islands. We are an international company formed for the purpose of acquiring and operating platform supply vessels, or PSVs, and currently own and operate ten vessels. We maintain our principal offices at the LOM Building, 27 Reid Street, Hamilton HM 11 Bermuda.
Effective September 26, 2016, we discontinued our existence as a company organized under the laws of the Republic of the Marshall Islands and continued our existence as an exempted company incorporatedorganized under the laws of Bermuda,the Islands of Bermuda.
Prior to the Transaction as defined below, the Company operated ten PSVs, primarily in the North Sea and surrounding areas that were acquired between 2013 and 2016. The Company also had administrative agreements with Nordic American Tankers Ltd. ("NAT").
On December 12, 2018, we entered into a share purchase agreement with SOI pursuant to which SOI invested $5.0 million in a private placement of the Company’s common shares at a price of $4.20 per share (the "Private Placement").  As part of the Private Placement, Mr. Emanuele Lauro was appointed Chairman and Chief Executive


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Officer of the Company. In addition, Mr. Robert Bugbee was appointed to the Company’s Board of Directors and to the office of President, Mr. Cameron Mackey was appointed Chief Operating Officer, and Mr. Filippo Lauro was appointed Vice President. Mr. Mackey was subsequently also appointed to the Company's Board of Directors. Concurrent with the Private Placement, the Company's former Chairman, Mr. Herbjørn Hansson, resigned from all of his positions at the Company.
On June 4, 2019, we referchanged our name to "Hermitage Offshore Services Ltd." and began trading on the NYSE under our new name and the ticker symbol "PSV" at the start of trading on June 7, 2019. Our operating fleet as of December 31, 2019 and as of the date of this annual report consisted of ten PSVs, two AHTS vessels, and 11 crew boats.  
We maintain our principal executive offices at the LOM Building, 27 Reid Street, Hamilton HM 11 Bermuda. Our telephone number at that address is +1 441 295 9671. We maintain an Internet site at www.hermitage-offshore.com. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. None of the information on these or any other websites is incorporated into this annual report.
Key Developments
In March 2019, we entered into a common stock purchase agreement (the "Initial Equity Line of Credit") with SOI, a related party, and Mackenzie Financial Corporation ("Mackenzie"). SOI is a closely held company that is owned and controlled by certain members of the Lolli-Ghetti family, of which our Chairman and Chief Executive Officer, Mr. Emanuele Lauro, and our Vice President, Mr. Filippo Lauro, are members. The Initial Equity Line of Credit provided for $20 million to be available on demand to the Company in exchange for common shares of the Company priced at 0.94 multiplied by the then-prevailing 30-day trailing volume weighted average price.
In April 2019, we acquired 13 vessels consisting of two AHTS vessels and 11 crew boats from SOHI, a related party that is a closely held company also owned and controlled by certain members of the Lolli-Ghetti family, of which our Chairman and Chief Executive Officer, Mr. Emanuele Lauro, and our Vice President, Mr. Filippo Lauro, are members, in exchange for 8,126,219 common shares of the Company. As part of this acquisition, we assumed the aggregate outstanding indebtedness of $9.0 million under the DVB Credit Facility relating to the two AHTS vessels. The assets acquired in this transaction are collectively referred to as the Redomiciliation. There was no change in our business, assets"SOHI Assets", and liabilities, principal locations, fiscal year, directors or executive officers following the Redomiciliation,transactions to acquire the SOHI Assets and our financials are presented on an un-interrupted basis. On November 10, 2016, our shareholders approved the adoptionassumption of the new bye-laws, orrelated indebtedness, are referred to as the Bye-laws, at our annual general meeting of shareholders. "Transaction".
As a resultpart of the Redomiciliation,aforementioned transactions, the rightslenders under our term loan facility with DNB Bank ASA and Skandinaviska Enskilda Banken AB (publ) (the "Initial Credit Facility") extended waivers of holderscertain financial covenants which we were not in compliance with until January 31, 2020.  As part of this agreement, we received commitments from the lenders under our Initial Credit Facility to refinance the Initial Credit Facility with the New Term Loan Facility (that has a maturity of December 6, 2023), which was subject to our satisfaction of certain conditions precedent, the most significant of which was the requirement to raise an additional $15 million of equity before January 31, 2020. In December 2019, the lenders agreed that we had satisfied this condition precedent with the agreement of the New Equity Line of Credit with SSH, a related party, which was executed in January 2020 and provides for $15 million to be available on demand to the Company in exchange for its common shares are now governedpriced at 0.94 multiplied by our Bermuda Memorandumthe then-prevailing five-day trailing volume weighted average price. In January 2020, we closed on the refinancing of Continuance, the Bye-lawsInitial Credit Facility with the New Term Loan Facility. Both the New Term Loan Facility and the Companies Act 1981New Equity Line of Bermuda, or the Companies Act.Credit are further described below under "Item 5. Operating and Financial Review and Prospects-B. Liquidity and Capital Resources."
Transactions
In February 2014, we purchased two newbuilding PSVs, NAO Storm and the NAO Viking, for a purchase price of $36.0 million and $36.5 million, respectively. The vessels were delivered to us in January 2015.
16B.Business Overview


In May 2015, our BoardWe are an OSV company that owns 23 vessels consisting of Directors authorized a share repurchase program under which we may repurchase up to 2.5 million of our common shares.ten PSVs, two AHTS vessels, and 11 crew boats. As of the date of this annual report, 1,172,774 shares have been repurchased under the program at an average price of $5.99 per share, of which 301,935 shares were purchased during the financial year ended December 31, 2016. No shares were purchased during the financial year ended December 31, 2017. The repurchase program had a maturity of two years, expiring in 2017.
In February 2016, we completed the purchase of 1,571,749all ten of our own common sharesPSVs are operating in a private transaction at a purchase price of $4.50 per share.the North Sea and our AHTS vessels and crew boats are operating in West Africa.
In March 2017, we completed an underwritten public follow-on offering of 41,300,000 common shares, which included 1,300,000 common shares sold pursuant to the underwriters' partial exercise

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Our Fleet
The following table sets forth our operating fleet as of the overallotment option to purchase additional common shares, at a price of $1.25 per share. The net proceeds we received from the offering were used for general corporate purposes and working capital purposes. The net proceedsdate of this offering were approximately $48.3 million.annual report:
Vessel nameVessel TypeYear Built
Hermit FighterPSV2012
Hermit ProsperPSV2012
Hermit PowerPSV2013
Hermit ThunderPSV2013
Hermit GuardianPSV2013
Hermit ProtectorPSV2013
Hermit VikingPSV2014
Hermit StormPSV2014
Hermit GalaxyPSV2016
Hermit HorizonPSV2016
Hermit BrillianceAHTS2009
Hermit BaronAHTS2009
Petrocraft 1605-1Crew Boat2012
Petrocraft 1605-2Crew Boat2012
Petrocraft 1605-3Crew Boat2012
Petrocraft 1605-5Crew Boat2012
Petrocraft 1605-6Crew Boat2012
Petrocraft 2005-1Crew Boat2015
Petrocraft 2005-2Crew Boat2015
Petrocraft 1905-1Crew Boat2019
Petrocraft 1905-2Crew Boat2019
Petrocraft 1905-3Crew Boat2019
Petrocraft 1905-4Crew Boat2019
Employment of Our Fleet
Our vessels are employed either in the spot market or on time charters.  A spot market charter is typically a short-term contract for specific use.  Under spot market charters, we pay certain expenses, such as harbor costs, fuel costs, and other off-hire related costs. Spot market charter rates are volatile and fluctuate based upon the supply and demand for OSVs such as ours. Time charters give us a fixed and stable cash flow for a known period of time.  Time charters also mitigate in part the volatility and seasonality of the spot market business. We opportunistically employ vessels under time charter contracts. As of the date of this annual report, we have 64,731,370 common shares issued, 61,986,847 outstanding and 2,744,523 treasury shares.
B. Business Overview
We are a platform supply vessel company that owns ten vessels. As of the date of this annual report, seven of our vessels are operating in the North Sea in the spot market andall but two of our vessels are(which were in the process of being reactivated from lay-up, and we expect the vessels to commence commercial operation during the second quarter of 2018.
Our Fleet
As of the date of this annual report, our fleet currently consists of the following ten PSVs.
Vessel nameYard (1)Year BuiltCapacity (dwt)Cargo Deck Area (sq. meters)Delivered to NAO
NAO FighterUlstein20124200850January 2014
NAO ProsperUlstein20124200850January 2014
NAO PowerUlstein20134200850January 2014
NAO ThunderUlstein20134200850December 2013
NAO GuardianUlstein20134200850December 2013
NAO ProtectorUlstein20134200850December 2013
NAO StormUlstein20144200850January 2015
NAO VikingUlstein20144200850January 2015
NAO GalaxyVard20164100850April 2016
NAO HorizonVard20164100850June 2016
(1)"Ulstein" refers to Ulstein Verft AS and "Vard" refers to Vard Group AS.

Employment of Our Fleet
It is our policy to operate our vessels eitherwarm lay-up) were employed in the spot market or on shortterm charters with that are expected to long-term time charters.expire within approximately 12 months.
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The vessels in our fleet are considered homogeneous and interchangeable as they have approximately the same cargo deck area and capacity. As of the date of issuance of this annual report, seven vessels in our fleet are now in operation. We operate our vessels through Nordic American Offshore UK (NAO UK) in the UK and Norwegian sectors of the North Sea on both spot and shorter term time charters, although we may consider other regions depending on market conditions. Two of these PSVs are in the process of being reactivated. The company established in January 2018 a subsidiary in Norway, NAO Norway AS which will take over the chartering activities and overseeing the technical management of the vessels from NAO UK.

Technical Management of our Vessels
The technical management of our vessels is handled by companies under direct instructions from NAO. As of December 31, 2017, the ship management firms Remøy Shipping AS or "Remø("Remøy"), and V. ShipsV.Ships Offshore Limited or V.Ships("V.Ships"), provide technical management for sixeight and fourtwo of our PSVs, respectively.  Scorpio Commercial Management S.A.M. ("SCM"), and Scorpio Ship Management S.A.M. ("SSM"), provide the Company'scommercial and technical management, respectively, for our two AHTS vessels respectively. We have appointed V.Ships as technical managerand 11 crew boats. Commercial management for theour ten PSVs is performed internally. SCM and SSM are related parties of ours. Please see "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions" for additional two vessels being reactivated in 2018.information on our management agreements with SCM and SSM.
Company Management
In January 2014, the Company, entered into a management

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We have an agreement in place with Nordic American Tankers Ltd, "NAT" or "the Manager"SSH (a related party) for the provision of administrative staff and office space, and administrative services, including accounting, legal compliance, financial and information technology services for the Company as requested by our management and in accordance with our objectives and policies as established and directed by our Board of Directors. All decisions of a material nature concerning our business are made by the Board of Directors.
(the "Administrative Services Agreement"). For services under the Administrative Services Agreement, we pay an annual fee of $10,000 per vessel, and will reimburse SSH for the reasonable direct or indirect expenses it incurs in providing the Company with the administrative services described above.
We entered into this Administrative Services Agreement with SSH on June 19, 2019, with an effective date of October 28, 2019, which was the date on which our prior management agreement with NAT currently receives a management fee of $100,000 per annum for a ten vessel fleet, and is reimbursed for costs incurred in connection with its services. In addition to costs incurred which are directly attributable to us, we also pay a portion of the operational costs such as salary and office rent among others, incurred by NAT which is allocated to us. For the years ended December 31, 2017 and 2016, we paid an aggregate of $2.3 and $2.2 million, respectively, for such costs incurred.was terminated.
The International Offshore Market
International offshore support services are provided by a variety of companies both public and private. The vessels used vary significantly in size and specification depending on their expected role in supporting offshore drilling and production. Typically, the customer is either an oil company or an offshore oil rig operator. Employment of the vessels is categorized either as spot employment, where a vessel is hired anywhere from 24 hoursone month to several weeks12 months, or long-term contract employment, where the customer has the vessel at their disposition for more than twelve months or years.12 months.
The employment terms tend to vary between vessel types. The threetwo main categories of offshore support vesselsOSVs are Platform Supply Vessels (PSV), Anchor Handling Tug & Supply (AHTS)PSVs and Construction Support Vessels (CSV).AHTS vessels. The majority of PSV employment is related the support of oil production, bringing supplies, chemicals and equipment to the rigs, and returning waste product to land. PSVs are also used to support exploration activities. PSVs are distinguished based on deck area/cargo capacity and technical specification. AHTS vessels are primarily used to support rig moves and tend to have more idle time than PSVs.  CSVsCrew boats are usedchartered to customers for use in the construction oftransporting personnel and supplies from shore bases to offshore installations for new oilfieldsdrilling rigs, platforms and often equipped to perform subsea construction work.other installations.
Offshore oil exploration and production is a global activity and a variety of vessel types and rig types are employed. Operating costs and regulatory requirements vary significantly from region to region. Oil prices have risen in each of the last two years.
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The North Sea market has the highest standards of safety and specification for PSVs, the only asset class owned by Nordic American Offshore.PSVs. The vast majority of the vessels operating in this market are European, primarily built in Norway. Vessels operating in the North Sea may move to other markets, but vessels operating in other, worldwide markets for the most part do not have access to the North Sea. The North Sea offshore market is subject to seasonality. Activity is typically lower in winter months and higher in summer months as rig operators are more active in maintenance, rig moves and other activities when weather conditions are less harsh.
All offshore exploration and production businesses were impacted by the decline in the oil market in the second half of 2014. The lower oil price led to cancellation or postponement of many investment programs related to new fields and exploration. This negatively impacted the demand for all categories of offshore support vessels for the twelve months ended December 31, 2017 and 2016.
From the low point of $30 per barrel in January 2016, the price of oil has started to improve and has remained above $60 per barrel from December 2017 to the date of this report. The improved oil price and new lowered cash break even for the oil companies has resulted in a more positive sentiment in the industry. A stable oil price at profitable levels for oil companies can be expected to lead to increased investment activity and increased demand for AHTS and offshore support vessels.
The 2017 Offshore Support Vessel Market (Source: Fearnleys)
In the coming years, looking back at the present downturn, 2017 will likely represent the troughAll of the poorinformation and data provided in this section has been provided by Fearnleys AS (“Fearnleys”). The statistical and geographical information contained herein is drawn from Fearnleys’ database and other sources.
2019 OSV Market Summary
Rates and utilization levels during 2019 were, on average, significantly up compared to last year, and the difference between the regions continue with Asian and US markets remaining depressed while the North Sea region has shown greater strength for certain assets. As a result of the elevated market in the North Sea, some OSV owners have, for the first time in many years, reported profitable quarters without gains from sales or other financial instruments.
Spot rates in the North Sea showed greater levels than in 2018, as were average utilization levels. In addition, the periods of very-high-utilization were longer than what we have registered in the last couple of years. Moreover, the peaks in terms of rates were also greater than in previous years, with high-end tonnage reaping the greatest gains in the spot market. Except the Brent oil price, most of our market indicators decreased or developed practically sideways in 2017, and halfway through the yearSome anchor handlers were fixed at NOK 900,000 per day at times, while large PSVs were fixed at more than 35 %NOK 250,000 for spot employment. Mid-sized tonnage also gained as utilization rose in the busy periods, albeit not with the same momentum as their high-end peers. Spot rates remained relatively elevated going into the end of the global OSV fleetyear. The elevation was cold-stacked. That is notpartly due to say that there was nothing to be cheerful about, as much as we are more than able to curb our immediate enthusiasm. Throughout the year it also became apparent that close to allfixture flurry by Allseas, which employed 11 vessels in support of the supply vessel owners either had faced or were currently still facing severe financial challenges. However, only a small numberfinal stages of them actually disappeared from the market, with some returning only months afterwards. InNord Stream 2 pipeline construction. Towards the first quarterend of 2017,2019, however, the U.S. imposed sanctions against the project, and the North Sea spot market was showing off its true colours asdropped back down due to the return of the vessels.
The S&P market has been less active during 2019 in terms of numbers, and particularly the end of 2019 saw a significant slowdown in activity and volume. Shipowners have adopted a wait-and-see strategy to the market. Of the vessels that were sold, there is a divide between high-end and medium- and smaller sized tonnage. Shipowners are


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demanding high prices for high-end tonnage, while for the lower-end segments and older vessels, sales have been executed at very low levels. Although we have recorded a lower number of vessels sent to recycling during 2019, we expected the actual figure to be higher than what we have now recorded due to shipowners delaying reporting of such sales in the market. Although this mostly being older vessels, we still register a mix of both older- and newer vessels being picked up by buyers outside the traditional OSV space, further helping the attrition of the overall fleet.
Transition into 2020
After a very slow start to 2020, with weeks between the rig moves, the market picked up considerably during end of February 2020 for the North Sea AHTS owners. The North Sea AHTS owners in general, finally experienced some profitable weeks, with peaking day rates fluctuated a great deal. Theat NOK 800,000 level (about GBP 62,500). At the same time, the North Sea PSV side became relatively healthy and for the Norwegian market, hit peak levelsdayrates stabilized around GBP 75,000 for AHTS and GBP 20,000 for PSVs, yet there was littleNOK 150,000 per day. That being said, we did also register some fixtures closing in on NOK 200,000 per day on some occasions, although not quite hitting the mark. We noticed vessels reflagging to warrant optimism apart from some sporadic high fixturesNOR due to the high activity level in the Norwegian sector compared to a slower UK market. AHTS and PSV owners were optimistic about the summer season and the rest of 2020. They saw the balance between demand and high-end tonnage supply, were getting tighter - actually, tighter than we have seen in many, many years.
This increased optimism suddenly changed to uncertainty and pessimism due to the rapid and massive drop in the oil price coupled with the Covid-19 crisis. The worldwide demand for oil decreased by 25% in only a few weeks, while OPEC countries increased their production and flooded the market. These two factors have resulted in a significant impact and the market has dropped like a stone resulting in spot fixtures back below vessels operating expense levels. We have seen rig contracts cancelled or postponed resulting in OSV contracts also being terminated. These rig and project cancellations have “forced” vessels to again go into lay-up.
Today, our industry has a more negative view for the rest of 2020 compared to only a few weeks ago. Oil companies have drastically cut their 2020 budgets, especially for exploration and maintenance work and the North West European rig count for 2020 is currently highly uncertain. As of today, it can be comparable with 2018 levels, in such case well below 2019 rig activity (about 20% difference). However, there are some rig programs still scheduled to commence in the time to come. Several PSVs have forward commitments in the months of April, May and June, at least for Norwegian PSVs, which should be somewhat positive amid all the negativism these days. We have seen a reasonably high amount of term deals during the first quarter. Large and leading oil companies such as Equinor and Lundin have in total secured over ten PSVs for longer durations. The Equinor contracts especially have had a direct impact on the spot market, where, during March, they released many of their spot PSVs due to some over-capacity in their term fleet.
Together with the abovementioned drop in oil prices and the unpredictability concerning Covid-19, there are a lot of PSVs prompt available in the spot market and unfortunately without any forward commitments. On average, the term fixtures for PSVs on the UK side was about GBP 10,000 while on the Norwegian side it was somewhat higher at around GBP 11,700 during the first quarter of 2020. However, the term market going forward is set to drop as planned exploration campaigns in particular, are likely to be postponed or cancelled, hence the need for term tonnage will in effect decline. We also have to acknowledge that there is an increasing likelihood that some of the existing term charters could be terminated or renegotiated due to cuts across the board for the oil companies.
West African AHTS Vessel and Crew Boat Market 2019 (Source: Maritime Strategies International Ltd.)
All of the information and data provided in this section has been provided by Maritime Strategies International Ltd. (“MSI”). The statistical and geographical information contained herein is drawn from MSI’s database and other sources
2019 saw most West African OSV markets consolidate and advance the gains which they had made over the second half of 2018, with earnings for AHTS vessels seeing further advances. MSI’s assessment of West African earnings for a 10,800 BHP AHTS increased by 7% on an annual average basis in 2019 relative to the previous year. This follows an increase of 7% of total annual average AHTS fleet utilization in West Africa. The increase in demand was mainly generated by a higher number of drilling rigs working in the region. While in 2018 on average 11 jack-ups and 12 floating rigs were working, these figures grew to 16 and 14, respectively, in 2019.


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The market of small crew boats in West Africa was very similar to its state in 2018. While demand remained the same, there were several newbuild vessels re-enteringdelivered to the marketregion during 2019 (among others, four vessels by the Company). At the same time, Bourbon Mobility (which by far is the operator with the highest number of crew boats in the region) scrapped more than 20 of its crew boats and brought crew boats from both lay-up and international waters. Averageother regions to West Africa. The annual average total utilization for AHTS units was just shy of 40%crew boats (fast supply vessels not included) decreased by 2%, while PSVs achieved 63%annual average dayrates decreased by 3%. While the number of drilling rigs in West Africa increased in 2019, engineering, procurement and construction (EPC) activity such as platform installation decreased compared to 2018.
OSV operators in 2019 continued to expand the range of services which they offer, with integrated services - sometimes on a lump-sum basis - increasingly common, with larger operators typically more active in pushing these solutions. However, within the West African market a major unknown surrounds the attitude of the new owners of the Bourbon fleet, as the operator plays a significant role within West African markets and is the dominant operator of crew boats in the region.
Under more normal circumstances, we would argue that the increasingly tight supply situation in West Africa would leave markets well positioned to push on and make further improvements in earnings as 2020 rolls on. However, it is undeniable that the recent precipitous decline in oil prices, coupled with heightened geopolitical uncertainty and the wider impacts of COVID-19, means that earnings are likely to come under some significant pressure. Oil companies are in the process of revising capital budgets and have lowered expectations by approximately 30% on average, although offshore work has thus far been more resilient than the significant cuts made by US onshore-focused independents.
There are a couple of factors which may imply that the West African large AHTS and crew boat sectors may see some insulation from the full ramifications of the downturn. Firstly, crew boats are principally focused on serving the operational base of production infrastructure. In an environment where oil companies are making significant cuts to capital spending, operational expenditures are likely to be more resilient, particularly given their role in sustaining oil company cashflow. This is down from 2016 for both segments, and naturally, rates developedparticularly the case as we believe that a significant proportion of West African crude production has been hedged at prices above current prices, so as such oil companies have little incentive to shut in a similar fashion, averaging just GBP 18,000 and GBP 7,800, respectively. Asexisting production platforms, at least in the market stabilized towardsnear term. More broadly, existing contracts will give operators some runway, but if the low oil price environment stays with us until the end of the year, we register a changevessel utilization and therefore dayrate levels are expected to fall substantially, especially for AHTS vessels.
Environmental and Other Regulations in the market sentiment towards the North Sea. The majority of market players now believe that the most challenging period of the downturn is behind us. Owners are adapting to challenging times in a number of ways in order to survive the next couple of years. It is apparent that several charterers seem to share this opinion, as now most of the invitations to tender include a request for considerable number of priced optional charter periods. This signals that charterers expect to retain their access to quality tonnage for a long time ahead, which brings cause foroptimism.

The Asian region experienced a slight uptick in vessel demand during the latter half of 2017, albeit only to a moderate degree. The average term rates developed flat throughout the year, with virtually no volatility, as even more OSVs entered lay-up, thereby maintaining some form of supply and demand balance. An unfortunate trend that is important to consider though, is that the strongest demand growth in this region came from countries with strong or increasingly strict cabotage regulations, such as Malaysia, Thailand, and Indonesia. Now increasingly common in several regions, the consequence of the cabotage restrictions is a market environment where it is increasingly difficult to operate as a global player. How this will shape the future is difficult to tell, but we are certain that it will have a significant impact on how and where owners operate their fleet.
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Finally, with a substantial amount of sales materializing, in the last quarter of the year, 2017 was a busy year for Sale and Purchase departments. Granted, here as with the charter rates, the transaction values achieved remained at a bare minimum, it is definitely a welcome development. In the face of debt restructuring and bankruptcy protection, a lot of owners were forced to offload several ships in order to please either bondholders and/or banks, but it also enables a lot of new players to enter the OSV industry. With a 57 % volume growth from 2015 to 2016, and a further 45 % growth last year, we are confident that there is significant interest in the future. Moreover, there were only two thirds as many ships delivered in all of 2017 compared to the number scrapped, clearly pointing towards the development in the direction of a vessel supply
and demand balance.

Although there is much to be optimistic about for the future, 2017 demonstrated a low point for the market. Save the modest growth in the North Sea spot market, the global averages, both in terms of day rates as well as utilization, developed flat with few exceptions. The number of ships cold-stacked remained at staggering levels all through the year, and there were still more than 350 ships on the shipyards' orderbooks when the year was done.

The Offshore Market 2018

The sentiment in the offshore sector has improved significantly since year-end following the oil price stabilizing above $60 per barrel and major oil companies being significantly cash positive. There have been various indicators of increased activity and inquiries for the upcoming 2018 summer campaign in the North Sea as more rigs become fixed for exploration campaigns, as well as other seasonal activities, such as pipe haul.
The effects of a more stable or increased level of activity from the oil companies will not have an immediate impact on the PSV market rates, as inherent overcapacity in laid-up vessels will continue to represent a ceiling on long-term charter rates this year. The scrapping of PSVs has mainly occurred in other regions, and has had less of an impact on the North Sea market thus far. We are however cautiously optimistic for the spot market in the North Sea in the coming summer season (including the second and third quarters of 2018) as many of the laid-up vessels will not be contenders for short term or spot work, due to costs and reactivation time, combined with their size and age. 
 Government and Environmental Regulation

Shipping Industry
Government regulation and laws significantly affect the ownership and operation of our fleet. We are subject to international conventions and treaties, national, state and local laws and regulations in force in the countries in which our vessels may operate or are registered relating to safety and health and environmental protection including the storage, handling, emission, transportation and discharge of hazardous and non-hazardous materials, and the remediation of contamination and liability for damage to natural resources. Compliance with such laws, regulations and other requirements entails significant expense, including vessel modifications and implementation of certain operating procedures.
A variety of government and private entities subject our vessels to both scheduled and unscheduled inspections. These entities include the local port authorities (applicable national authorities such as the United States Coast Guard ("USCG"), harbor master or equivalent), classification societies, flag state administrations (countries of registry) and charterers, particularly terminal operators. Certain of these entities require us to obtain permits, licenses, certificates and other authorizations for the operation of our vessels. Failure to maintain necessary permits or approvals could require us to incur substantial costs or result in the temporary suspension of the operation of one or more of our vessels.
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We believe that the heightened level of environmental and quality concerns among insurance underwriters, regulators and charterers is leading to greater inspection and safety requirements on all vessels and may accelerate the scrapping of older vessels throughout the industry. Increasing environmental concerns have created a demand for vessels that conform to the stricter environmental standards. We are required to maintain operating standards for all of our vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with United States and international regulations. We believe that the operation of our vessels is in substantial compliance with applicable environmental laws and regulations and that our vessels have all material permits, licenses, certificates or other authorizations necessary for the conduct of our operations. However, because such laws and regulations frequently change and may impose increasingly stricter requirements, we cannot predict the ultimate cost of complying with these requirements, or the impact of these requirements on the resale value or useful lives of our vessels. In addition, a future serious marine


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incident that causes significant adverse environmental impact could result in additional legislation or regulation that could negatively affect our profitability.
It should be noted that the U.S. is currently experiencing changes in its environmental policy, the results of which have yet to be fully determined.  For example, in April 2017, the U.S. President signed an executive order regarding environmental regulations, specifically targeting the U.S. offshore energy strategy, which may affect parts of the maritime industry and our operations.  Furthermore, recent action by the IMO's Maritime Safety Committee and United States agencies indicate that cybersecurity regulations for the maritime industry are likely to be further developed in the near future in an attempt to combat cybersecurity threats. For example, cyber-risk management systems must be incorporated by ship-owners and managers by 2021. This might cause companies to cultivate additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures. However, the impact of such regulations is hard to predict at this time.
International Maritime Organization
The International Maritime Organization,IMO, the United Nations agency for maritime safety and the prevention of pollution by vessels (the "IMO"), has adopted MARPOL, the InternationalSOLAS Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as "MARPOL," adopted the International Convention for the Safety of Life at Sea of 1974 ("SOLAS Convention"), and the International Convention on Load Lines of 1966 (the "LL Convention").LL Convention. MARPOL establishes environmental standards relating to oil leakage or spilling, garbage management, sewage, air emissions, handling and disposal of noxious liquids and the handling of harmful substances in packaged forms.  MARPOL is applicable to drybulk, tanker and LPGLNG carriers, among other vessels, and is broken into six Annexes, each of which regulates a different source of pollution. Annex I relates to oil leakage or spilling; Annexes II and III relate to harmful substances carried in bulk, in liquid or in packaged form, respectively; Annexes IV and V relate to sewage and garbage management, respectively; and Annex VI, lastly, relates to air emissions. Annex VI was separately adopted by the IMO in September of 1997.1997; new emissions standards, titled IMO-2020, took effect on January 1, 2020.
Air Emissions
In September of 1997, the IMO adopted Annex VI to MARPOL to address air pollution from vessels. Effective May 2005, Annex VI sets limits on sulfur oxide and nitrogen oxide emissions from all commercial vessel exhausts and prohibits "deliberate emissions" of ozone depleting substances (such as halons and chlorofluorocarbons), emissions of volatile compounds from cargo tanks, and the shipboard incineration of specific substances. Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas to be established with more stringent controls on sulfur emissions, as explained below.  Emissions of "volatile organic compounds" from certain tankers,vessels, and the shipboard incineration (from incinerators installed after January 1, 2000) of certain substances (such as polychlorinated biphenyls, or PCBs) are also prohibited.  We believe that all our vessels are currently compliant in all material respects with these regulations.
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The IMO's Marine EnvironmentalEnvironment Protection Committee ("MEPC"(the "MEPC"), adopted amendments to Annex VI regarding emissions of sulfur oxide, nitrogen oxide, particulate matter and ozone depleting substances, which entered into force on July 1, 2010.  The amended Annex VI seeks to further reduce air pollution by, among other things, implementing a progressive reduction of the amount of sulfur contained in any fuel oil used on board ships. On October 27, 2016, at its 70th session, the MEPC agreed to implement a global 0.5% m/m sulfur oxide emissions limit (reduced from the current 3.50%) starting from January 1, 2020.  This limitation can be met by using low-sulfur complaintcompliant fuel oil, alternative fuels, or certain exhaust gas cleaning systems.  Once the cap becomes effective,From January 1, 2020, ships will bewere required to obtain bunker delivery notes and International Air Pollution Prevention ("IAPP") Certificates from their flag states that specify sulfur content.  This subjectsAdditionally, at MEPC 73, amendments to Annex VI to prohibit the carriage of bunkers above 0.5% sulfur on ships were adopted and took effect on March 1, 2020.  These regulations subject ocean-going vessels in these areas to stringent emissions controls, and may cause us to incur substantial costs.
Sulfur content standards are even stricter within certain Emission Control Areas ("ECAs"). As of January 1, 2015, ships operating within an ECA were not permitted to use fuel with sulfur content in excess of 0.1% m/m. Amended Annex VI establishes procedures for designating new ECAs. Currently, the IMO has designated four ECAs, including specified portions of the Baltic Sea area, North Sea area, North American area and United States Caribbean area.  Ocean-going vessels in these areas will be subject to stringent emission controls and may cause us to incur additional costs. Other areas in China are subject to local regulations that impose stricter emission controls. 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 U.S. Environmental Protection Agency or the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations.
Amended Annex VI also establishes new tiers of stringent nitrogen oxide emissions standards for marine diesel engines, depending on their date of installation. At the MEPC meeting held from March to April 2014, amendments to Annex VI were adopted which address the date on which Tier III Nitrogen Oxide (NOx)("NOx") standards in ECAs will go into effect.  Under the amendments, Tier III NOx standards apply to ships that operate in the North American and U.S. Caribbean Sea ECAs designed for the control of NOx produced by vessels with a marine diesel engine installed and constructed on or after January 1, 2016.  Tier III requirements could apply to areas that will be designated for Tier III NOx in the future. At MEPC 70 and MEPC 71, the MEPC approved the North Sea and Baltic Sea as ECAs for nitrogen


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oxide for ships built on or after January 1, 2021. The U.S. EPA promulgated equivalent (and in some senses stricter) emissions standards in late 2009. As a result of these designations or similar future designations, we may be required to incur additional operating or other costs.
As determined at the MEPC 70, the new Regulation 22A of MARPOL Annex VI isbecame effective as of March 1, 2018 and requires ships above 5,000 gross tonnage to collect and report annual data on fuel oil consumption to an IMO database, with the first year of data collection commencinghaving commenced on January 1, 2019.  The IMO intends to use such data as the first step in its roadmap (through 2023) for developing its strategy to reduce greenhouse gas emissions from ships, as discussed further below. All vessels in our operating fleet are below 5,000 gross tonnages.
As of January 1, 2013, MARPOL made mandatory certain measures relating to energy efficiency for ships. All ships are now required to develop and implement Ship Energy Efficiency Management Plans, ("SEEMPS"), and new ships must be designed in compliance with minimum energy efficiency levels per capacity mile as defined by the Energy Efficiency Design Index ("EEDI"(the "EEDI").  Under these measures, by 2025, all new ships built will be 30% more energy efficient than those built in 2014.
We may incur costs to comply with these revised standards. Additional or new conventions, laws and regulations may be adopted that could require the installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition.
Safety Management System Requirements
The SOLAS Convention was amended to address the safe manning of vessels and emergency training drills.  The Convention of Limitation of Liability for Maritime Claims (the "LLMC") sets limitations of liability for a loss of life or personal injury claim or a property claim against ship owners. We believe that all of our vessels are in substantial compliance with SOLAS and LL ConventionLLMC standards.
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Under Chapter IX of the SOLAS Convention, or the International Safety ManagementISM Code, for the Safe Operation of Ships and for Pollution Prevention (the "ISM Code"), our operations are also subject to environmental standards and requirements. The ISM Code requires the party with operational control of a vessel to develop an extensive safety management system that includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for operating its vessels safely and describing procedures for responding to emergencies. We rely upon the safety management system that we and our technical management team have developed for compliance with the ISM Code. The failure of a vessel owner or bareboat charterer to comply with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports.
The ISM Code requires that vessel operators obtain a safety management certificate for each vessel they operate. This certificate evidences compliance by a vessel's management with the ISM Code requirements for a safety management system. No vessel can obtain a safety management certificate unless its manager has been awarded a document of compliance, issued by each flag state, under the ISM Code. The companyCompany has nominated Remøy, ShippingV.Ships and V.ShipsSSM to technically operate our vessels. The technical managers have obtained the DOC (document of compliance) in order to operate in accordance with the ISM code.Code.  The document of compliance and safety management certificate are renewed as required.
Amendments to the SOLAS Convention Chapter VII apply to vessels transporting dangerous goods and require those vessels be in compliance with the International Maritime Dangerous Goods Code ("IMDG(the "IMDG Code"). Effective January 1, 2018, the IMDG Code includes (1) updates to the provisions for radioactive material, reflecting the latest provisions from the International Atomic Energy Agency, (2) new marking, packing and classification requirements for dangerous goods, and (3) new mandatory training requirements. Amendments which took effect on January 1, 2020 also reflect the latest material from the UN Recommendations on the Transport of Dangerous Goods, including (1) new provisions regarding IMO type 9 tank, (2) new abbreviations for segregation groups, and (3) special provisions for carriage of lithium batteries and of vehicles powered by flammable liquid or gas.
The IMO has also adopted the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers ("STCW"(the "STCW").  As of February 2017, all seafarers are required to meet the STCW standards and be in possession of a valid STCW certificate.  Flag states that have ratified SOLAS and STCW generally employ the classification societies, which have incorporated SOLAS and STCW requirements into their class rules, to undertake surveys to confirm compliance.


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The IMO's Maritime Safety Committee and MEPC, respectively, each adopted relevant parts of the International Code for Ships Operating in Polar Water (the "Polar Code"). The Polar Code, which entered into force on January 1, 2017, covers design, construction, equipment, operational, training, search and rescue as well as environmental protection matters relevant to ships operating in the waters surrounding the two poles. It also includes mandatory measures regarding safety and pollution prevention as well as recommendatory provisions.  The Polar Code applies to new ships constructed after January 1, 2017, and after January 1, 2018, ships constructed before January 1, 2017 are required to meet the relevant requirements by the earlier of their first intermediate or renewal survey.
Furthermore, recent action by the IMO's Maritime Safety Committee and United States agencies indicate that cybersecurity regulations for the maritime industry are likely to be further developed in the near future in an attempt to combat cybersecurity threats. For example, cyber-risk management systems must be incorporated by ship-owners and managers by 2021. This might cause companies to create additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures.  The impact of such regulations is hard to predict at this time.
Pollution Control and Liability Requirements
The IMO has negotiated international conventions that impose liability for pollution in international waters and the territorial waters of the signatories to such conventions. For example, the IMO adopted an International Convention for the Control and Management of Ships' Ballast Water and Sediments (the "BWM Convention") in 2004. The BWM Convention entered into force on September 9,8, 2017.  The BWM Convention requires ships to manage their ballast water to remove, render harmless, or avoid the uptake or discharge of new or invasive aquatic organisms and pathogens within ballast water and sediments.  The BWM Convention's implementing regulations call for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits, and require all ships to carry a ballast water record book and an international ballast Waterwater management certificate.
On December 4, 2013, the IMO Assembly passed a resolution revising the application dates of the BWM Convention so that the dates are triggered by the entry into force date and not the dates originally in the BWM Convention.  This, in effect, makes all vessels delivered before the entry into force date "existing vessels" and allows for the installation of ballast water management systems on such vessels at the first International Oil Pollution Prevention (IOPP)(the "IOPP") renewal survey following entry into force of the convention.BWM Convention. The MEPC adopted updated guidelines for approval of ballast water management systems (G8) at MEPC 70. At MEPC 71, the schedule regarding the BWM Convention's implementation dates was also discussed and amendments were introduced to extend the date existing vessels are subject to certain ballast water standards.  Ships over 400 gross tons generally must comply with a "D-1 standard," requiring the exchange of ballast water only in open seas and away from coastal waters.  The "D-2 standard" specifies the maximum amount of viable organisms allowed to be discharged, and compliance dates vary depending on the IOPP renewal dates. Depending on the date of the IOPP renewal survey, existing vessels must comply with the D2D-2 standard on or after September 8, 2019. For most ships, compliance with the D2D-2 standard will involve installing on-board systems to treat ballast water and eliminate unwanted organisms.  Ballast water management systems, which include systems that make use of chemical, biocides, organisms or biological mechanisms, or which alter the chemical or physical characteristics of the ballast water, must be approved in accordance with IMO Guidelines (Regulation D-3).  Costs of compliance with these regulations may be substantial.
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Once mid-ocean ballast exchange or ballast water treatment requirements become mandatory under the BWM Convention, the cost of compliance could increase for ocean carriers and may be material.have a material effect on our operations. However, many countries already regulate the discharge of ballast water carried by vessels from country to country to prevent the introduction of invasive and harmful species via such discharges. The U.S., for example, requires vessels entering its waters from another country to conduct mid-ocean ballast exchange, or undertake some alternate measure, and to comply with certain reporting requirements.  The costs of compliance with a mandatory mid-ocean ballast exchange could be material, and it is difficult to predict the overall impact of such a requirement on our operations.
The IMO also adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage (the "Bunker Convention") to impose strict liability on ship owners (including the registered owner, bareboat charterer, manager or operator) for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Convention requires registered owners of ships over 1,000 gross tons to maintain insurance for pollution damage in an amount equal to the limits of liability under the applicable national or international limitation regime (but not exceeding the amount calculated in accordance with the LLMC).  With respect to non-ratifying states,


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liability for spills or releases of oil carried as fuel in ship's bunkers typically is determined by the national or other domestic laws in the jurisdiction where the events or damages occur.
Ships are required to maintain a certificate attesting that they maintain adequate insurance to cover an incident. In jurisdictions, such as the United States where [the CLC OR the Bunker Convention]Convention has not been adopted, various legislative schemes or common law govern, and liability is imposed either on the basis of fault or on a strict-liability basis.
Anti‑Fouling Requirements
In 2001, the IMO adopted the International Convention on the Control of Harmful Anti‑fouling Systems on Ships or the(the "Anti‑fouling Convention."Convention"). The Anti‑fouling Convention, which entered into force on September 17, 2008, prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels. Vessels of over 400 gross tons engaged in international voyages will also be required to undergo an initial survey before the vessel is put into service or before an International Anti‑fouling System Certificate is issued for the first time; and subsequent surveys when the anti‑fouling systems are altered or replaced. We have obtained Anti‑fouling System Certificates for all of our vessels that are subject to the Anti‑fouling Convention.
Compliance Enforcement
Noncompliance with the ISM Code or other IMO regulations may subject the ship owner or bareboat charterer to increased liability, may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports. The USCG and European Union authorities have indicated that vessels not in compliance with the ISM Code by applicable deadlines will be prohibited from trading in U.S. and European Union ports, respectively.  As of the date of this report, each of our vessels is ISM Code certified. The companyCompany has nominated Remøy, ShippingV. Ships and V.ShipsSSM to technically operate our vessels. The technical managers have obtained the DOC (document of compliance) in order to operate in accordance with the ISM code. However, there can be no assurance that such certificates will be maintained in the future.  The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations might have on our operations.
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United States Regulations
TheAll the Company's vessels operate in the North Sea or in West Africa, and it is unlikely that they will operate in the U.S. at a later time.  However, if at some time in the future our vessels operate in the United States, we could be subject to strict environmental regulations, such as state environmental laws, the U.S. Oil Pollution Act of 1990, and the Comprehensive Environmental Response, Compensation and Liability Act
The U.S. Oil Pollution Act of 1990 ("OPA") establishedor OPA, which establishes an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills. OPA affects all "ownersspills, and operators" whose vessels trade or operate within the U.S., its territories and possessions or whose vessels operate in U.S. waters, which includes the U.S.'s territorial sea and its 200 nautical mile exclusive economic zone around the U.S.  The U.S. has also enacted the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), which applies to the discharge of hazardous substances other than oil, except in limited circumstances, whether on land or at sea. OPA and CERCLA both define "owner and operator" in the case of a vessel as any person owning, operating or chartering by demise, the vessel.  Both OPA and CERCLA impact our operations.
Under OPA, vessel owners and operators are "responsible parties" and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels, including bunkers (fuel).  OPA defines these other damages broadly to include:
(i)          injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;
(ii)          injury to, or economic losses resulting from, the destruction of real and personal property;
(iv)          loss of subsistence use of natural resources that are injured, destroyed or lost;
(iii)          net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources;
 (v)          lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and
(vi)          net cost of increased or additional public services necessitated by removal activities following a discharge of oil,among others.  Other regulations, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.
OPA contains statutory caps on liability and damages; such caps do not apply to direct cleanup costs.  These limits of liability do not apply if an incident was proximately caused by the violation of an applicable U.S. federal safety, construction or operating regulation by a responsible party (or its agent, employee or a person acting pursuant to a contractual relationship), or a responsible party's gross negligence or willful misconduct. The limitation on liability similarly does not apply if the responsible party fails or refuses to (i) report the incident where the responsibility party knows or has reason to know of the incident; (ii) reasonably cooperate and assist as requested in connection with oil removal activities; or (iii) without sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on the High Seas Act.
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CERCLA contains a similar liability regime whereby owners and operators of vessels are liable for cleanup, removal and remedial costs, as well as damages for injury to, or destruction or loss of, natural resources, including the reasonable costs associated with assessing same, and health assessments or health effects studies. There is no liability if the discharge of a hazardous substance results solely from the act or omission of a third party, an act of God or an act of war. Liability under CERCLA is limited to the greater of $300 per gross ton or $5.0 million for vessels carrying a hazardous substance as cargo and the greater of $300 per gross ton or $500,000 for any other vessel. These limits do not apply (rendering the responsible person liable for the total cost of response and damages) if the release or threat of release of a hazardous substance resulted from willful misconduct or negligence, or the primary cause of the release was a violation of applicable safety, construction or operating standards or regulations.  The limitation on liability also does not apply if the responsible person fails or refused to provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA.
OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort law.  OPA and CERCLA both require owners and operators of vessels to establish and maintain with the USCG evidence of financial responsibility sufficient to meet the maximum amount of liability to which the particular responsible person may be subject. Vessel owners and operators may satisfy their financial responsibility obligations by providing a proof of insurance, a surety bond, qualification as a self-insurer or a guarantee. All the Company's vessels operate in the North Sea, and it is unlikely they will operate in the U.S. under the Jonas Act Scheme at a later time. Hence there is no requirement to carry USCG`s COFR (Certificate of Financial responsibility) for our vessels.
The 2010 Deepwater Horizon oil spill in the Gulf of Mexico resulted in additional regulatory initiatives or statutes, including the raising of liability caps under OPA, new regulations regarding offshore oil and gas drilling, and a pilot inspection program for offshore facilities.  However, the status of several of these initiatives and regulations is currently in flux.  For example, the U.S. Bureau of Safety and Environmental Enforcement ("BSEE") announced a new Well ControlEnforcement's revised Production Safety Systems Rule, in April 2016, but pursuant to orders by the U.S. PresidentClean Water Act, and other ballast water regulations may also apply.  Should we operate in early 2017, the BSEE announced in August 2017 that this rule would be revised.  In January 2018, the U.S. President proposed leasing new sections of U.S. waters, to oilcompliance with OPA and gas companies for offshore drilling, vastly expandingother U.S. regulations could impact the U.S. waters that are available for such activity over the next five years.  The effects of the proposal are currently unknown. Compliance with any new requirements of OPA may substantially impact our cost of our operations or require us to incur additional expenses to comply with any new regulatory initiatives or statutes. Additional legislation or regulations applicable to the operation of our vessels that may be implemented in the future couldand adversely affect our business.
OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, provided they accept, at a minimum, the levels of liability established under OPA and some states have enacted legislation providing for unlimited liability for oil spills.  Many U.S. states that border a navigable waterway have enacted environmental pollution laws that impose strict liability on a person for removal costs and damages resulting from a discharge of oil or a release of a hazardous substance.  These laws may be more stringent than U.S. federal law.  Moreover, some states have enacted legislation providing for unlimited liability for discharge of pollutants within their waters, although in some cases, states which have enacted this type of legislation have not yet issued implementing regulations defining tanker owners' responsibilities under these laws. The Company intends to comply with all applicable state regulations in the ports where the Company's vessels call.
We currently maintain pollution liability coverage insurance in the amount of $ 1 billion per incident for each of our vessels. If the damages from a catastrophic spill were to exceed our insurance coverage, it could have an adverse effect on our business and results of operation.
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Other United States Environmental Initiatives
The U.S. Clean Air Act of 1970 (including its amendments of 1977 and 1990) ("CAA") requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants.  The CAA requires states to adopt State Implementation Plans, or SIPs, some of which regulate emissions resulting from vessel loading and unloading operations which may affect our vessels.
The U.S. Clean Water Act ("CWA") prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigable waters unless authorized by a duly-issued permit or exemption, and imposes strict liability in the form of penalties for any unauthorized discharges.  The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA.
The EPA and the USCG have also enacted rules relating to ballast water discharge, compliance with which requires the installation of equipment on our vessels to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial costs, and/or otherwise restrict our vessels from entering U.S. Waters.  The EPA requires a permit regulating ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters under the Vessel General Permit for Discharges Incidental to the Normal Operation of Vessels (the "VGP"). On March 28, 2013, the EPA re-issued the VGP for another five years from the effective date of December 19, 2013.  The 2013 VGP focuses on authorizing discharges incidental to operations of commercial vessels, and contains numeric ballast water discharge limits for most vessels to reduce the risk of invasive species in U.S. waters, stringent requirements for exhaust gas scrubbers, and requirements for the use of environmentally acceptable lubricants. For a new vessel delivered to an owner or operator after December 19, 2013 to be covered by the VGP, the owner must submit a Notice of Intent ("NOI") at least 30 days (or 7 days for eNOIs) before the vessel operates in United States waters. We have submitted NOIs for our vessels where required.
The USCG regulations adopted under the U.S. National Invasive Species Act ("NISA") impose mandatory ballast water management practices for all vessels equipped with ballast water tanks entering or operating in U.S. waters, which require the installation of certain engineering equipment and water treatment systems to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures, and/or may otherwise restrict our vessels from entering U.S. waters.  The USCG has implemented revised regulations on ballast water management by establishing standards on the allowable concentration of living organisms in ballast water discharged from ships in U.S. waters. As of January 1, 2014, vessels were technically subject to the phasing-in of these standards, and the USCG must approve any technology before it is placed on a vessel. The USCG first approved said technology in December 2016, and continues to review ballast water management systems. The USCG may also provide waivers to vessels that demonstrate why they cannot install the new technology.  The USCG has set up requirements for ships constructed before December 1, 2013 with ballast tanks trading within the exclusive economic zones of the U.S. to install water ballast treatment systems as follows: (1) ballast capacity 1,500-5,000m3—first scheduled drydock after January 1, 2014; and (2) ballast capacity above 5,000m3—first scheduled drydock after January 1, 2016.  All of our vessels have ballast capacities over 5,000m3, and those of our vessels trading in the U.S. will have to install water ballast treatment plants at their first drydock after January 1, 2016, unless an extension is granted by the USCG.
The EPA, on the other hand, has taken a different approach to enforcing ballast discharge standards under the VGP. On December 27, 2013, the EPA issued an enforcement response policy in connection with the new VGP in which the EPA indicated that it would take into account the reasons why vessels do not have the requisite technology installed, but will not grant any waivers.  In addition, through the CWA certification provisions that allow U.S. states to place additional conditions on the use of the VGP within state waters, a number of states have proposed or implemented a variety of stricter ballast requirements including, in some states, specific treatment standards.  Compliance with the EPA, USCG and state regulations could require the installation of equipment on our vessels to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial cost, or may otherwise restrict our vessels from entering U.S. waters.
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Two recent United States court decisions should be noted.  First, in October 2015, the Second Circuit Court of Appeals issued a ruling that directed the EPA to redraft the sections of the 2013 VGP that address ballast water. However, the Second Circuit stated that 2013 VGP will remains in effect until the EPA issues a new VGP.  The effect of such redrafting remains unknown.  Second, on October 9, 2015, the Sixth Circuit Court of Appeals stayed the Waters of the United States ("WOTUS") rule, which aimed to expand the regulatory definition of "waters of the United States," pending further action of the court.  In response, regulations have continued to be implemented as they were prior to the stay on a case-by-case basis. In February 2017, the U.S. President issued an executive order directing the EPA and U.S. Army Corps of Engineers publish a proposed rule rescinding or revising the WOTUS rule.  In January 2018, the Supreme Court held that the federal district courts, not the appellate courts, have jurisdiction to hear challenges to the WOTUS rule.  Also in January 2018, the EPA and Army Corps of Engineers issued a final rule pursuant to the President's order, under which the Agencies will interpret the term "waters of the United States" to mean waters covered by the regulations, as they are currently being implemented, within the context of the Supreme Court decisions and agency guidance documents, until February 6, 2020.  Litigation regarding the status of the WOTUS rule is currently underway, and the effect of future actions in these cases upon our operations is unknown.
European Union Regulations
In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship-source discharges of polluting substances, including minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water. Aiding and abetting the discharge of a polluting substance may also lead to criminal penalties. The directive applies to all types of vessels, irrespective of their flag, but certain exceptions apply to warships or where human safety or that of the ship is in danger. Criminal liability for pollution may result in substantial penalties or fines and increased civil liability claims.  Regulation (EU) 2015/757 of the European Parliament and of the Council of 29 April 2015 (amending EU Directive 2009/16/EC) governs the monitoring, reporting and verification of carbon dioxide emissions from maritime transport, and, subject to some exclusions, requires companies with ships over 5,000 gross tonnage to monitor and report carbon dioxide emissions annually, starting on January 1, 2018, which may cause us to incur additional expenses.
The European Union has adopted several regulations and directives requiring, among other things, more frequent inspections of high-risk ships, as determined by type, age, and flag as well as the number of times the ship has been detained. The European Union also adopted and extended a ban on substandard ships and enacted a minimum ban period and a definitive ban for repeated offenses. The regulation also provided the European Union with greater


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authority and control over classification societies, by imposing more requirements on classification societies and providing for fines or penalty payments for organizations that failed to comply. Furthermore, the EU has implemented regulations requiring vessels to use reduced sulfur content fuel for their main and auxiliary engines. The EU Directive 2005/33/EC (amending Directive 1999/32/EC) introduced requirements parallel to those in Annex VI relating to the sulfur content of marine fuels. In addition, the EUEuropean Union imposed a 0.1% maximum sulfur requirement for fuel used by ships at berth in the Baltic, the North Sea and the English Channel (the so called “SOx-Emission Control Area”). As of January 2020, EU ports.member states must also ensure that ships in all EU waters, except the SOx-Emission Control Area, use fuels with a 0.5% maximum sulfur content.
International Labour Organization
The International Labour Organization (the "ILO") is a specialized agency of the UN that has adopted the Maritime LabourLabor Convention 2006 ("MLC 2006"(the “MLC 2006”). A Maritime LabourLabor Certificate and a Declaration of Maritime LabourLabor Compliance is required to ensure compliance with the MLC 2006 for all ships abovethat are 500 gross tonstonnage or over and are either engaged in international trade.voyages or flying the flag of a Member and operating from a port, or between ports, in another country. We believe that all our vessels are in substantial compliance with and are certified to meet MLC 2006.
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Greenhouse Gas Regulation
Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions with targets extended through 2020.  International negotiations are continuing with respect to a successor to the Kyoto Protocol, and restrictions on shipping emissions may be included in any new treaty. In December 2009, more than 27 nations, including the U.S. and China, signed the Copenhagen Accord, which includes a non-binding commitment to reduce greenhouse gas emissions.  The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016 and does not directly limit greenhouse gas emissions from ships. OnThe U.S. initially entered into the agreement, but on June 1, 2017, the U.S. presidentPresident announced its intentthat the United States intends to withdraw from the Paris Agreement.Agreement, which provides for a four-year exit process, meaning that the earliest possible effective withdrawal date cannot be before November 4, 2020. The timing and effect of such action has yet to be determined, but the Paris Agreement provides for a four year exit process.determined.
At MEPC 70 and MEPC 71, a draft outline of the structure of the initial strategy for developing a comprehensive IMO strategy on reduction of greenhouse gas emissions from ships was approved. In accordance with this roadmap, in April 2018, nations at the MEPC 72 adopted an initial strategy to reduce greenhouse gas emissions from ships.  The initial strategy identifies "levels of ambition" to reducing greenhouse gas emissions, including (1) decreasing the carbon intensity from ships through implementation of further phases of the EEDI for new ships; (2) reducing carbon dioxide emissions per transport work, as an average across international shipping, by at least 40% by 2030, pursuing efforts towards 70% by 2050, compared to 2008;2008 emissions levels; and (3) reducing the total annual greenhouse emissions by at least 50% by 2050 compared to 2008 while pursuing efforts towards phasing them out entirely.  The initial strategy notes that technological innovation, alternative fuels and/or energy sources for international shipping will be integral to achieve the overall ambition.  These regulations could cause us to incur additional substantial expenses.
The EU made a unilateral commitment to reduce overall greenhouse gas emissions from its member states fromto 20% of 1990 levels by 2020. The EU also committed to reduce its emissions by 20% under the Kyoto Protocol's second period from 2013 to 2020.  Starting in January 2018, large ships over 5,000 gross tonnage calling at EU ports are required to collect and publish data on carbon dioxide emissions and other information.
In the United States, the EPA issued a finding that greenhouse gases endanger the public health and safety, adopted regulations to limit greenhouse gas emissions from certain mobile sources, and proposed regulations to limit greenhouse gas emissions from large stationary sources. However, in March 2017, the U.S. President signed an executive order to review and possibly eliminate the EPA's plan to cut greenhouse gas emissions. In response to that order, on October 16, 2017, the EPA proposed to repeal the Clean Power Plan, its first standards on carbon dioxide emissions from power plants. On December 28, 2017, the EPA published an Advance Notice of Proposed Rulemaking outlining its plans to replace the Clean Power Plan if the repeal moves forward.  Although the mobile source emissions regulations do not apply to greenhouse gas emissions from vessels, the EPA or individual U.S. states could enact environmental regulations that would affect our operations. For example, California has introduced a cap-and-trade program for greenhouse gas emissions, aiming to reduce emissions 40% by 2030.
Any passage of climate control legislation or other regulatory initiatives by the IMO, the EU, the U.S. or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol or Paris Agreement, that restricts emissions of greenhouse gases could require us to make significant financial expenditures which we cannot predict with certainty at this time. Even in the absence of climate control legislation, our business may be indirectly affected to the extent that climate change may result in sea level changes or more intensecertain weather events.
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Vessel Security Regulations
Since the terrorist attacks of September 11, 2001 in the United States, there have been a variety of initiatives intended to enhance vessel security such as the U.S. Maritime Transportation Security Act of 2002 ("MTSA"). To implement certain portions of the MTSA, the USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States and at certain ports and facilities, some of which are regulated by the EPA.
Similarly, Chapter XI-2 of the SOLAS Convention imposes detailed security obligations on vessels and port authorities and mandates compliance with the International Ship and Port FacilitiesFacility Security Code ("the ISPS(the "ISPS Code").


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The ISPS Code is designed to enhance the security of ports and ships against terrorism. To trade internationally, a vessel must attain an International Ship Security Certificate ("ISSC") from a recognized security organization approved by the vessel's flag state. Ships operating without a valid certificate may be detained, expelled from, or refused entry at port until they obtain an ISSC.  The following are among the various requirements, some of which are found in the SOLAS Convention:
·on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship's identity, position, course, speed and navigational status;
·on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore;
·the development of vessel security plans;
·Convention, include, for example, on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship's identity, position, course, speed and navigational status; on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore; the development of vessel security plans; ship identification number to be permanently marked on a vessel's hull;
·a continuous synopsis record kept onboard showing a vessel's history including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship's identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and
·compliance with flag state security certification requirements.
The USCG regulations, intended to be alignedpermanently marked on a vessel's hull; a continuous synopsis record kept onboard showing a vessel's history including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures, provided such vessels have on board a valid ISSC that attests tostate, the vessel'sship's identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and compliance with the SOLAS Conventionflag state security requirements and the ISPS Code. certification requirements.
Future security measures could have a significant financial impact on us.  We intend to comply with the various security measures addressed by MTSA, the SOLAS Convention and the ISPS Code.
The cost of vessel security measures has also been affected by the escalation in the frequency of acts of piracy against ships, notably off the coast of Somalia, including the Gulf of Aden and Arabian Sea area. Substantial loss of revenue and other costs may be incurred as a result of detention of a vessel or additional security measures, and the risk of uninsured losses could significantly affect our business. Costs are incurred in taking additional security measures in accordance with Best Management Practices to Deter Piracy, notably those contained in the BMP5 industry standard.
Inspection by Classification Societies
The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and SOLAS. Most insurance underwriters make it a condition for insurance coverage and lending that a vessel be certified "in class" by a classification society which is a member of the International Association of Classification Societies, the IACS.  The IACS has adopted harmonized Common Structural Rules or the Rules,(the "Rules") which apply to oil tankers and bulk carriers constructedcontracted for construction on or after July 1, 2015.  The Rules attempt to create a level of consistency between IACS Societies.  All of our vessels are certified as being "in class" by all the applicable Classification Societies (e.g., American Bureau of Shipping, Lloyd's Register of Shipping).
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A vessel must undergo annual surveys, intermediate surveys, drydockings and special surveys. In lieu of a special survey, a vessel's machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. Every vessel is also required to be drydocked every 30 to 60 months for inspection of the underwater parts of the vessel.  If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, drydocking or special survey, the vessel will be unable to carry cargo between ports and will be unemployable and uninsurable which could cause us to be in violation of certain covenants in our loan agreements. Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse impact on our financial condition and results of operations.
Risk of Loss and Liability Insurance
General
The operation of any cargo vessel includes risks such as mechanical failure, physical damage, collision, property loss, cargo loss or damage and business interruption due to political circumstances in foreign countries, piracy incidents, hostilities and labor strikes. In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade. OPA, which imposes virtually unlimited liability upon shipowners, operators and bareboat charterers of any vessel trading in the exclusive economic zone of the United States for certain oil pollution accidents in the United States, has made liability insurance more expensive for shipowners and operators trading in the United States market. We carry insurance coverage as customary in the shipping industry, not all risks can be insured, specific claims may be rejected, and we might not be always able to obtain adequate insurance coverage at reasonable rates.
Hull and Machinery Insurance
We procure hull and machinery insurance, protection and indemnity insurance, which includes environmental damage and pollution insurance and war risk insurance and freight, demurrage and defense insurance for our fleet. We generally do not maintain insurance against loss of hire (except for certain charters for which we consider it appropriate), which covers business interruptions that result in the loss of use of a vessel.


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Protection and Indemnity Insurance
Protection and indemnity insurance is provided by mutual protection and indemnity associations, or P"P&I Associations,Associations", and covers our third-party liabilities in connection with our shipping and offshore activities. This includes third-party liability and other related expenses of injury or death of crew, passengers and other third parties, loss or damage to cargo, claims arising from collisions with other vessels, damage to other third-party property, pollution arising from oil or other substances, and salvage, towing and other related costs, including wreck removal. Protection and indemnity insurance is a form of mutual indemnity insurance, extended by protection and indemnity mutual associations, or "clubs."
Our current protection and indemnity insurance coverage for pollution is $1 billion per vessel per incident. The 13 P&I Associations that comprise the International Group insure approximately 90% of the world's commercial tonnage and have entered into a pooling agreement to reinsure each association's liabilities. Each P&I Association has capped its exposureThe International Group's website states that the pool provides a mechanism for sharing all claims in excess of US $10 million up to, this pooling agreement at $4.5currently, approximately US $8.2 billion.  As a member of a P&I Association, which is a member of the International Group, we are subject to calls payable to the associations based on our claim records as well as the claim records of all other members of the individual associations and members of the shipping pool of P&I Associations comprising the International Group.
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Permits and Authorizations
We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our vessels. The kinds of permits, licenses and certificates required depend upon several factors, including the commodity transported, the waters in which the vessel operates, the nationality of the vessel's crew and the age of a vessel. We expect to be able to obtain all permits, licenses and certificates currently required to permit our vessels to operate. Additional laws and regulations, environmental or otherwise, may be adopted which could limit our ability to do business or increase the cost of us doing business.
Seasonality
Operations in the North Sea are generally at their highest levels during the months from April through August and at their lowest levels from December through February primarily due to lower construction activity and harsh weather conditions affecting the movement and servicing of drilling rigs. Operations in West Africa are not significantly impacted by seasonality. Nevertheless, operations in any market may be affected by seasonality often related to unusually long or short construction seasons due to, among other things, abnormal weather conditions, as well as market demand associated with increased drilling and development activities.
C.Organizational Structure
As of December 31, 2017, we are the sole owner of all of the outstanding shares of Blue Power Limited,Hermitage Offshore Services Ltd. is a company organized under the laws of Bermuda and Nordic American Offshore (UK) Ltd., a company organized underBermuda. We own our vessels through separate wholly-owned subsidiaries that are incorporated in the lawsRepublic of the United Kingdom. In January 2018 we have established NAO Norway AS,Marshall Islands. Please see Exhibit 8.1 to this annual report for a company incorporated under the lawslist of Norway.our significant subsidiaries.
D.Property, Plants and Equipment
Other than our vessels, we do not own any material property.Please see Item"Item 4. Information on the Company–Company—B. Business Overview–Overview—Our Fleet,Fleet", for a description of our vessels. All of our PSVs and crew boats are mortgaged as collateral under our New Term Loan Facility and our AHTS vessels are mortgaged as collateral under our DVB Credit Facility.
ITEM 4A.
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS
A. Operating Results
We presentThe following presentation of management's discussion and analysis of results of operations and financial condition should be read in conjunction with our consolidated financial statements, accompanying notes thereto and other financial information appearing in "Item 18. Financial Statements." You should also carefully read the following discussion with the sections of this annual report entitled "Item 3. Key Information—D. Risk Factors," "Item 4. Information on the Company—B. Business Overview," and "Cautionary Statement Regarding Forward-Looking Statements." Our consolidated financial statements as of OperationsDecember 31, 2019 (Successor) and Comprehensive (Loss) Income using charter revenues2018 (Predecessor) and charter costs. Duringfor the periods January 1, 2019 to April 8, 2019 (Predecessor), April 9, 2019 to December 31, 2019 (Successor), and the years ended December 31, 2018 and 2017 2016(Predecessor) have been prepared in accordance with U.S. GAAP. Our consolidated financial statements are presented in U.S. dollars ($) unless otherwise indicated.
We generate revenues by charging customers for the use of our vessels. These services are generally provided under the following basic types of contractual relationships:
Spot market charters, which are charters for short intervals that are priced on current, or “spot,” market rates.
Time or term charters, which are vessels chartered to customers for a fixed period of time at rates that are generally fixed, but may contain a variable component based on inflation, interest rates, or current market rates.
We are responsible for the crewing and 2015,other vessel operating costs under all of the contractual relationships that our vessels were employed inare currently employed.
Important Financial and Operational Terms and Concepts
We use a variety of financial and operational terms and concepts. These include the North Sea on termfollowing:
Vessel revenues. Vessel revenues primarily include revenues from time and spot charters.
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RESULTS FOR THE YEAR ENDED DECEMBER 31, 2017 COMPARED TO YEAR ENDED DECEMBER 31, 2016
 
Year ended December 31,
    
All figures in USD '000 2017  2016  Variance 
Charter Revenues  17,895   17,697   1.1%
Charter Costs  (1,815)  (1,448)  25.4%
Vessel Operating Costs  (20,454)  (24,137)  (15.3%)
General and Administrative Costs  (4,222)  (4,503)  (6.2%)
Depreciation Costs  (17,472)  (16,152)  8.2%
Net Operating Loss  (26,068)  (28,543)  (8.7%)
Interest Income  298   10   2880%
Interest Costs  (4,880)  (3,467)  40.8%
Other Financial Income (Costs)  327   (151)  (316.6%)
Total Other Costs  (4,255)  (3,608)  17.9%
Loss before income taxes  (30,323)  (32,151)  (5.7%)
Income Tax  997   -  NA 
Net Loss and Comprehensive Loss  (29,326)  (32,151)  (8.9%)

Charter Revenues increased Vessel revenues are affected by 1.1% from December 31, 2016 to December 31, 2017. We consider the increase to be marginal, resulting from increased averagehire rates and decreased average utilization at December 31, 2017 compared to December 31, 2016. In 2017, we had seventhe number of days a vessel operates. Revenues from vessels trading and three vessels laid up for the full year. Of the seven operating vessels, one vessel was fixed on a term contract of seven months and the six others were trading on the spot market. The nature ofin the spot market leadsare more volatile, as they are typically tied to prevailing market rates.
Voyage expenses. Voyage expenses primarily include bunkers, port charges, and brokerage commissions paid by us. These expenses are subtracted from charter revenues to calculate TCE revenue, a non-GAAP measure, which is defined below.
Vessel operating costs. We are responsible for vessel operating costs for all of our vessels, which include crewing, repairs and maintenance, insurance, spares and stores, lubricating oils, communication expenses, and technical management fees. The three largest components of our vessel operating costs are crewing, spares and stores and repairs and maintenance. Vessel operating costs per day represent vessel operating costs divided by the number of operating days during the period. Operating days are the total number of days (including off-hire days and days in layup) in a period.  Vessel operating expenses are lower while a vessel is in lay-up. 
Depreciation. Depreciation expense typically consists of:
charges related to the depreciation of the historical cost of our vessels (less an increaseestimated residual value) over the estimated useful lives of the vessels; and
charges related to the amortization of drydocking or engine overhaul expenditures over the estimated number of years or engine hours to the next scheduled drydocking or engine overhaul.
Days. The types of days utilized in harbor costs, fuel costs and other off-hire related costs suchmeasuring the performance of our vessels are as pilotage, linesmen, light dues, off-hire surveys, etc., in comparison to a term contract where follows:
On-hire days - the client covers all these costs whilenumber of available days less the number of days the vessel is on-hire.off-hire. 
Off-hire days - refers to the time a vessel is not in service. Off-hire days can be attributable to technical off-hire days, which are due primarily to scheduled and unscheduled repairs or drydockings or commercial off-hire days which are when a vessel is unemployed.

The increase

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Available days - the number of calendar days in a period less the number of days the vessel is in lay-up.
Operating days - operating days are the total number of days in a period including off-hire days and days in layup. 
Dayrates. Average dayrates are calculated by subtracting voyage expenses, including bunkers and other related charges, from charter costsrevenue and dividing the net amount by the number of 25.4% is primarily due to increased port charges and off-hire costs. Off-hire costs increased sinceon-hire days in the period.  Average effective dayrates represent the average day rate multiplied by the utilization at December 31, 2017 compared to December 31, 2016 decreasedrate (defined below) for the respective period.
Utilization rates. Utilization rates are determined by the dividing the number of on-hire days by the total number of available days (including off-hire days) in the period. When calculating average effective dayrates, off-hire days for drydock or engine overhauls are considered part of the available days and days that at December 31, 2017a vessel is in lay-up are not considered part of the available days.
Items You Should Consider When Evaluating Our Results
Reverse Asset Acquisition and Change in Basis of Accounting
In April 2019, we had threeacquired 13 vessels consisting of two AHTS vessels and 11 crew boats from SOHI, a related party, in layup, involving bunkering costs and costs associated with havingexchange for 8,126,219 common shares of the vessels laid up).

The decrease in vessel operating costs is primarily dueCompany. As part of this acquisition, the Company assumed the aggregate outstanding indebtedness of $9.0 million under the DVB Credit Facility relating to the three new vessels addedtwo AHTS vessels. The assets acquired in this transaction are collectively referred to as the fleet that were in lay-up during 2017, which had significantly lower operating costs than a vessel in operation. The increase in costs from adding two new vessels"SOHI Assets", and the transactions to acquire the fleet that were previously laid up was partly offset by one additional vessel being laid up since October 2016.SOHI Assets and the assumption of the related indebtedness, are referred to as the "Transaction".

The 6.2% decrease in general and administrative costs is due to legal fees incurred in 2016 due to our re-domiciliation from the Marshall Islands to Bermuda.

The 8.2% increase in depreciation costs isAs a result of the acquisitionTransaction, SOHI and its affiliated entities, which are part of two new vessels in 2016. The vessels were delivered in April and June 2016, and were depreciated from the time of delivery. 2017 is the first year with full depreciation for the two vessels delivered in 2016.

Net operating loss was $26.0 million for the twelve months ended December 31, 2017, compared to $28.5 million for the twelve months ended December 31, 2016. The decrease in net operating loss is primarily caused by the reduction in vessel operating costs.

No vessel impairment was recorded for the year after having performed an impairment analysis. The Company's fleet's average age is just over 4 years and the estimated undiscounted cash flows exceed the book value of each vessel as of December 31, 2017. Please see further information under "Item 5H.-Critical Accounting Estimates".
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As of December 2017,Scorpio, obtained a controlling voting interest expenses increased by 40.8% compared with the same period last year. This is due to increased interest rates and the fact that another $90 million of the credit facility was drawn on our credit facility in 2016.

RESULTS FOR THE YEAR ENDED DECEMBER 31, 2016 COMPARED TO YEAR ENDED DECEMBER 31, 2015
 
Year ended December 31,
    
All figures in USD '000 2016  2015  Variance 
Charter Revenues  17,697   36,372   (51.3%)
Charter Costs  (1,448)  (1,523)  (4.9%)
Vessel Operating Costs  (24,137)  (24,580)  (1.8%)
General and Administrative Costs  (4,503)  (4,261)  5.7%
Depreciation Costs  (16,152)  (14,379)  12.3%
Net Operating Loss  (28,543)  (8,372)  240.9%
Interest Income  10   34   (70.7%)
Interest Costs  (3,467)  (1,807)  91.9%
Other Financial Costs  (151)  (699)  (78.4%)
Total Other Costs  (3,608)  (2,472)  46.0%
Loss before income taxes  (32,151)  (10,844)  196.5%
Income Tax  -   -  NA 
Net Loss and Comprehensive Loss  (32,151)  (10,844)  196.5%


In 2015 we had three term charters, two of which were for the whole year and one for the first six months, where rates were significantly higher than the spot market. In 2016 all trading days, except three months of a term charter signed in 2014 for one vessel, were in the spot or short term market where rates and utilization remained low. The expiry of the term contracts is the primary reason for the 51.3% decline in charter revenues. Additionally, both our utilization and charter rates in the spot market for the year ended December 31, 2016, were lower than for the year ended December 31, 2015.  We had two vessel delivered in 2016 which did not enter into trading and our trading capacity in 2016 was slightly lower than 2015 due to the NAO Fighter being laid up in October 2016.

The reduction in charter costs of 4.9% is primarily due to reduced commissions. Commissions are primarily paid on a percentage of the rate, and with the reduction in charter revenues these costs decrease. The decrease is offset by increased fuel consumption charged to the Company.  This is consumption incurred when the vessels are not chartered to a customer.

The new vessels added to the fleet in 2016 are in lay-up with an operating cost significantly lower than operating costs for a vessel in operation. The increase in costs from adding two new vessels which were laid up to the fleet was offset by one additional vessel being laid up in October 2016 and this together with the U.S. dollar strengthening by approximately 2.5% to the Norwegian Krone reduced the vessel operating costs by 1.8% as compared to 2015 where eight vessels were in full operation for the whole year.

The 5.7% increase in general and administrative costs is due to the strengthening of the organization with additional employees increasing the cost basis. In addition, fees to our auditor and legal advisors increased due to our re-domiciliation from the Marshall Islands to Bermuda.

The 12.3% increase in depreciation costs is a result of the acquisition of two new vessels in 2016. The vessels were delivered in April and June 2016, and were depreciated from the time of delivery.

Net operating loss was $28.5 million for the twelve months ended December 31, 2016, compared to $8.4 million for the twelve months ended December 31, 2015. The increase in net operating loss is primarily caused by the reduction in charter revenues and increase in depreciation as described above.
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No vessel impairment was recorded for the year after having performed an impairment analysis. The Company's fleet's average age is just over 3 years and the estimated undiscounted cash flows exceed the book value of each vessel as of December 31, 2016. Please see further information under "Item 5H.-Critical Accounting Estimates".

The increase of 91.9% in interest costs is due to an increase of $90.0 million in amounts drawn on the Credit Facility for the twelve months ended December 31, 2016 compared with the twelve months ended December 31, 2015. This was due to the company repurchasing 1,873,684 of its own shares, taking delivery of two ships, and drawing down on the Credit Facility for general corporate purposes in 2016.

B. Liquidity and Capital Resources
We operate in a cyclical and capital intensive industry and we have historically financed our acquisitions of PSV`s mainly through raising new equity in combination with loan finance. We refer to further comments below in regards to our Credit Facility. As of December 31, 2017 and December 31, 2016 we had cash and cash equivalents of $31.5 million and $2.9 million, respectively.
Equity Issuances
In November 2013, we issued an aggregate of 16,666,666 common shares in the Private Placement in Norway at $15.00 per share, resulting in net proceeds to us of $243.4 million. The net proceeds of the Private Placement were used to finance the acquisition of the first six vessels in our fleet.
In June 2014, we completed our IPO of 6,764,704 common shares, including the full exercise of the underwriters' option to purchase 882,352 additional common shares, at $16.00 per share, resulting in net proceeds to us of approximately $100.2 million. The net proceeds of the IPO were used to finance a portion of the purchase price of the newbuilds acquired in 2014.
In March 2017, we completed an underwritten public follow-on offering of 41,300,000 common shares, which includes 1,300,000 common shares sold pursuant to the underwriters' partial exercise of the overallotment option to purchase additional common shares, at a price of $1.25 per share. The net proceeds we received from the offering were approximately $48.3 million and were to be used for general corporate purposes and working capital financing purposes.
Our Borrowing Activities
Credit Facility
On December 19, 2013, we entered into a revolving credit facility with DNB Bank ASA and Skandinaviska Enskilda Banken AB for up to $60.0 million, the (Credit Facility). On March 16, 2015, we expanded the Credit Facility to $150.0 million. The Credit Facility provides funding for general corporate purposes. Amounts borrowedAccordingly, under the Credit Facility bear interest at an annual rate equal to LIBOR plus a margin and we pay a commitment fee on any undrawn amounts. The maximum potential annual commitment fee payable on undrawn amounts is $600,000. There are no mandatory repayments of principal duringrelevant accounting guidance, Scorpio was identified as the term of the Credit Facility, and we pay interest only on drawn amounts and commitment fee for undrawn amounts. The maturity of the Credit Facility has been extended to March 2020, as part of increasing the facility in 2015.
As of December 31, 2017 and December 31, 2016, we had $137.0 million and $137.0 million, respectively outstanding under the Credit Facility.
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Borrowings under the Credit Facility are currently secured by first priority mortgages on our vessels and assignments of earnings and insurance. Under the Credit Facility, we are subject to certain covenants requiring among other things, the maintenance of (i) a minimum value adjusted amount of equity, and (ii) a minimum value adjusted equity ratio, and (iii) a minimum level of liquidity, and (iv) a positive working capital. The Credit Facility also includes customary events of default, including non-payment, breach of covenants, insolvency, cross defaults and material adverse change. A breach of any of these covenants would result in the Credit Facility becoming callable by the lenders.
As of December 31, 2016 and December 31, 2017 we were in default with three of our debt covenants, (i) the minimum value adjusted amount of equity clause, (ii) the minimum value adjusted equity ratio clause and (iii) a minimum level of liquidity.  In April 2018 we entered into an amendment to the credit agreement for our Credit Facility that extends the waiver period up until December 31, 2019, for all the covenants associated with the Credit Facility except for reintroducing a liquidity covenant of $5.0 million. Under the terms of the waiver obtained, the Company are unable to draw further on the Credit Facility until we comply with the original terms and conditions under the Credit Facility agreement. The waiver obtained does not prohibit the Company from paying dividends. The Company can distribute dividends, subject to a corresponding amount being repaid under the Credit Facility.
Cash on hand was $31.5 million as of December 31, 2017.
 On a regular basis, we perform cash flow projections to evaluate whether we will be in a position to cover our liquidity needs for the next 12-month period and the compliance with financial and security ratios under our existing financing agreements. In developing estimates of future cash flows, we make assumptions about the vessels' future performance, market rates, operating expenses, capital expenditure, fleet utilization, general and administrative expenses and interest charges. The assumptions applied are based on historical experience and future expectations.
We believe that our current cash and cash equivalents and cash expected to be generated from operations are sufficient to meet our working capital needs and other liquidity requirements for the next 12 months from the date of this report. If the charter rates and utilization of our vessels fall below the rates and utilization achieved in 2017 for the coming twelve months, we may have to ask our lenders for further waivers or we may have to raise equity to strengthen the liquidityaccounting acquirer of the Company, and the Transaction is considered to comply with ourbe a reverse acquisition.  Moreover, the Company determined that the Transaction constitutes a reverse acquisition of assets rather than a reverse business combination.
Under the applicable accounting guidance, a reverse asset acquisition results in a change in the basis of accounting on the Transaction date. As a result, the financial covenants.information presented following the Transaction is not directly comparable to historical periods.
Cash FlowSince it has been determined that the Transaction constitutes an acquisition of assets, the historical financial information prior to the date of the Transaction presented herein (and in future reports and filings) will continue to reflect that of the Company prior to the Transaction rather than that of the SOHI Assets as would be required in a business combination. The Company believes that the historical financial information of the Company prior to the Transaction is more relevant to investors than the historical financial information of the SOHI Assets due to the relative size of the Company's ten PSVs compared to the SOHI Assets and that the value and operating results of the PSVs are expected to be the ultimate driver of the Company's business in future periods. The results from the operations and cash flows of the SOHI Assets are included only in the Company's financial information from the Transaction date.
Cash outflows from operating activities improved by $2.3 million from ($16.3) million to ($14.0) million used in operating activitiesAccordingly, the Company's pre-Transaction financial information is presented for the yearperiod January 1, 2019 to April 8, 2019 (Predecessor), and for each of the years ended December 31, 2017. 2018 and 2017 (Predecessor). The improvement in cash flows from operating activitiesCompany’s post-Transaction financial information is primarily due to reduced operating expenses as a result of vessels being stacked and the increase in average realized rates, which are the primary driver of cash flows from operating activities. The average utilizationpresented for the year endedperiod from April 9, 2019 to December 31, 2017 decreased compared with the average utilization for the year end December 31, 2016, but it did not materially affect the cash flow as the change was minimal.2019 (Successor). The majorityaccounting implications of the operating cash flows earnedTransaction are further described in 2017 and 2016, have been based on assignments in the spot market."Note 3, Reverse Asset Acquisition" to our consolidated financial statements included herein.
Cash outflows from investing activities decreased to ($0.8) million for the year ended December 31, 2017 from ($61.6) million for the year ended December 31, 2016. The decrease in cash flows from investing activities is primarily due to the delivery of two vessels acquired in 2016. No vessels were delivered in 2017.
Cash inflows from financing activities decreased to $43.4 million for the year ended December 31, 2017 compared to $75.5 million for the year ended December 31, 2016. The decrease in 2017 is mainly due to no utilization of the credit facility in 2017, offset by the offering of $48.3 in March 2017.
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 C. Research and Development, Patents and Licenses, etc.
Not applicable.
D. Trend Information
The offshore supply vessel industry is cyclical and changes in oil price and exploration activity are causing volatility in the charter hire rates. The market is subject to seasonality with lower activity in the winter months. See Item 4. Information on the Company–B. Business Overview – The International Offshore Market.
E. Off Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
F. Tabular Disclosure of Contractual Obligations
Our contractual obligations as of December 31, 2017, consist of our obligations as a borrower under our Credit Facility.
The following table sets out financial, commercial and other obligations outstanding as of December 31, 2017 (all figures in thousands of USD).
Contractual Obligations Total  Less than 1 year  1-3 years  3-5 years  More than 5 years 
Credit Facility (1) $137,000   -  $137,000   -   - 
Interest Payments (2) $18,842  $8,388  $10,454  $-   - 
Commitment Fees (3) $201  $91  $110  $-   - 
Total $156,043  $8,479  $147,564  $-   - 

(1)Refers to obligations to repay indebtedness outstanding as of December 31, 2017
(2)Refers to estimated interest payments over the term of the indebtedness outstanding as of December 31, 2017
(3)Refers to estimated commitment fees over the term of the indebtedness outstanding as of December 31, 2017. Estimate based on applicable commitment fee on undrawn amount as of December 31, 2017
As of  December 31, 2017 we have $31.5 million in cash on hand, and $13 million undrawn under our Credit Facility. Under the terms of the waiver that we have obtained, we are unable to draw further on the Credit Facility.
G. Safe Harbor
See "Cautionary Statement Regarding Forward Looking Statements" at the beginning of this annual report.
H. Critical Accounting EstimatesPolicies and PoliciesEstimates
We prepare our financial statements in accordance with accounting principles generally accepted in the United States of America or ("U.S. GAAP. GAAP"). On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our consolidated financial statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. For a description of our material accounting policies, please read Item 18. Financial Statements Note"Note 2, Summary of Significant Accounting Policies.Policies" to our consolidated financial statements included herein.
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Implications of Being an Emerging Growth Company: We had less than $1.0 billion in revenue during our last fiscal year, which means that we qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act, or JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

·exemption from the auditor attestation requirement in the assessment of the emerging growth company's internal controls over financial reporting;
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·exemption from new or revised financial accounting standards applicable to public companies until such standards are also applicable to private companies; and
·exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor's report in which the auditor would be required to provide additional information about the audit and financial statements.
We may take advantage of these provisions until the end of the fiscal year following the fifth anniversary of our initial public offering or such earlier time that we are no longer an emerging growth company. We will cease to be emerging growth companies if, among other things, we have more than $1.0 billion in "total annual gross revenues" during the most recently completed fiscal year. We may choose to take advantage of some, but not all, of these reduced burdens. For as long as we take advantage of the reduced reporting obligations, the information that we provide shareholders may be different from information provided by other public companies. We are choosing to "opt out" of the extended transition period relating to the exemption from new or revised financial accounting standards and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth public companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.
Use of Estimates: Estimates
Preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and costs during the reporting period. Actual results could differ from those estimates. The effects of changes in accounting estimates are accounted for in the same period in which the estimates are changed.
Reverse Asset Acquisition
Impairment of Long-Lived Assets: Our vessels are evaluatedWe made several determinations regarding the appropriate accounting treatment for possible impairment whenever events or changes in circumstances indicate that the carrying amount of a vessel may not be recoverable. If the estimated undiscounted future cash flows expected to result fromTransaction which required the use of judgement. These determinations included (i) whether the Transaction constituted a single transaction or a set of individual transactions, (ii) which party was identified as the accounting acquirer, (iii) whether the Transaction should be considered a reverse acquisition, (iv) if the Transaction met the definition of a business combination or an asset acquisition, and (v) what are the financial reporting implications of the preceding determinations.
The first step was to determine if the Transaction constituted a single transaction or set of individual transactions. The crew boats and AHTS vessels were legally acquired via two separate transactions two days apart. As part of our accounting analysis, we determined that these transactions were both made in contemplation of one another and shared the same strategic objective, which was to grow and recapitalize the Company through the acquisition of complementary assets in exchange for newly issued common shares.  On this basis, we determined that these transactions should be viewed as a single transaction.
For the second step, we identified Scorpio as the accounting acquirer on the basis that Scorpio obtained voting control of the Company as a result of the Transaction.
In the third step we evaluated if the Transaction should be considered a reverse acquisition. Since Scorpio, as the former sole owner of the SOHI Assets, obtained control of the Company by obtaining a majority of the voting interest in the combined entity (which includes the SOHI Assets and the Company), we determined that the Transaction should be accounted for as the acquisition of the Company by Scorpio (i.e. a reverse acquisition in which SOHI effectively issued consideration equal to a noncontrolling ownership interest in the SOHI Assets in exchange for Scorpio’s acquisition of a controlling ownership interest in the Company).
For the fourth step, we assessed whether the Transaction should be accounted for as a business combination or an acquisition of assets. As part of this exercise, we assessed whether either the SOHI Assets and/or the Company met the definition of a business as defined under Accounting Standards Codification 805 -Business Combinations, and more specifically, the Financial Accounting Standard Board's Accounting Standards Update (“ASU”) 2017-01, which narrowed the definition of a business.
Under this guidance, we determined (i) the fair value of both asset sets, and (ii) whether a single asset, or a group of similar assets, constituted more than 90% of the fair value of the asset sets. The fair values of the vessels in each asset set were determined based on the average of two independent shipbroker valuations for the AHTS vessels and crew boats and the average of three independent shipbroker valuations for the PSVs. We also evaluated whether the assets in each asset set were similar. The factors that we considered as part of this evaluation were the technical specifications of each vessel, the remaining useful lives of each vessel at the date of the Transaction, the customer base that these assets serve, the geographies in which they operate, and its eventual dispositionthe historical returns on invested capital for these assets. As a result of this evaluation, we determined that both the Company and the SOHI Assets do not meet the definition of a business but instead of two sets of assets, given the high concentration of similar identifiable assets within each asset set.  Based on the foregoing, we determined that the Transaction constitutes a reverse acquisition of assets.  ASC paragraph 805-40-45-1 indicates that consolidated financial statements prepared following a reverse acquisition are a continuation of the financial statements of the legal subsidiary (i.e. the accounting acquirer). However, this guidance does not address the financial reporting treatment with regards to historical financial statements when the reverse acquisition does not involve a business combination, but rather a combination of two groups of assets, neither of which constitutes a business under ASC Topic 805.
On this basis, and as the fifth step, we determined the financial reporting implications of these prior determinations. While the application of reverse business combination concepts under the applicable accounting guidance to the Transaction would, by analogy, result in the presentation of the historical financial statements of the


31


SOHI Assets, we determined that since, (i) this is lessan asset acquisition and not a business combination, and (ii) the relative size of the Company prior to the Transaction was over six times greater than the carrying amountSOHI Assets in terms of total assets, that the most useful and informative presentation of the vessel,Company’s financial statements was to continue to present the vessel is deemed impaired. Impairment charges may be limitedCompany as the predecessor entity prior to each individual vessel. There was no impairment on vesselsthe Transaction and the combined entity for the years ended December 31, 2017, 2016 or 2015.all periods subsequent.  The amountimplications of the impairmentabove determinations were as follows:
The SOHI Assets of Scorpio, as the accounting acquirer, were recorded at their historical carrying values. On the Transaction date, there were $1.3 million of cash and cash equivalents, $24.7 million of vessels, net, and $9.0 million of non-current debt.
The theoretical cost of the reverse acquisition is measured asthe fair value of the equity interests that the legal acquiree (the SOHI Assets) would theoretically have had to issue to give the Company’s shareholders the same percentage equity interest in the combined entity that results from the reverse acquisition. This theoretical cost was determined based on the price of the Company’s common shares on the date of the Transaction and was allocated to the Company's pre-Transaction assets and liabilities on a relative fair value basis.
This application of purchase accounting therefore resulted in several adjustments to the assets and liabilities of the Predecessor given the difference between the fair value and their carrying value on the date of the Transaction.
There were 7,373,989 common shares of the Predecessor outstanding as of the Transaction date, of which, 1,175,474 were owned by Scorpio as a result of the Private Placement. The fair values of the common shares owned by Scorpio, and of the estimated6,198,515 non-controlling common shares were determined separately based on the volume-weighted average price of the Company's common shares on the closing date of the Transaction of $3.23 per share. Accordingly, the fair value of the vessel. This assessmentequity of the Predecessor on the Transaction date was determined to be $23.8 million.
The Transaction price was allocated to the Company's pre-Transaction identifiable assets and liabilities on a relative fair value basis as of April 8, 2019. The purchase price allocation of the identifiable assets acquired and liabilities assumed is set forth below:
In thousands of U.S. dollars 
Cash and cash equivalents$1,657
Accounts receivable3,212
Prepaid expenses1,198
Fuel, lube oil, and consumables981
Other current assets1,098
Vessels, net (1)
154,744
Accounts payable(1,836)
Other current liabilities (2)
(4,151)
Debt(132,905)
Other long-term liabilities (2)
(190)
Net assets acquired and liabilities assumed$23,808
(1)
Vessels, net - The difference between the Transaction price and the fair value of the net assets acquired, excluding vessels, was allocated to vessels which were the Company's only long-lived assets. This amount was allocated to the individual ten PSVs on a relative fair value basis (primarily by the age of each vessel). This resulted in a reduction of $20.7 million when comparing the aggregate carrying value of these vessels prior to and subsequent to the Transaction date. Additionally, a component of the cost of each vessel is related to drydock and engine overhaul costs which was estimated based on recent costs, adjusted for each individual vessel based on the estimated period until the next drydock or engine overhaul and are being depreciated on a straight-line basis over that period.
(2)
Other current and other long-term liabilities (unfavorable contracts) - Other current liabilities and other long-term liabilities include liabilities of $1.4 million and $0.1 million respectively, as a result of an analysis of term contracts for PSVs at rates below market value at the Transaction date. The resulting liabilities are


32


recorded as an adjustment to revenues from the Transaction date until the end of the related term contracts, the last of which ends in December 2020.
Certain adjustments were made to the carrying values of the Company's pre-Transaction identifiable assets and liabilities to reflect their fair value. The most significant are described above. Most other balances were recorded at the individual vessel levelhistorical carrying values of the Predecessor, as separately identifiablewe determined that their carrying values approximated fair value. Since this was a reverse acquisition of assets rather than a business combination, there is no resultant goodwill (or bargain purchase) as a result of the purchase price allocation. Nominal transaction costs were incurred as part of the Transaction.
Impairment of Long-Lived Assets
As part of our impairment assessment at December 31, 2019 (Successor), we determined that impairment indicators existed because the market capitalization was less than 50% of shareholders' equity. Accordingly, we proceeded to assess whether the carrying values of the vessels were recoverable by estimating undiscounted future cash flow information for each vessel is available.
In developing estimates of future undiscounted cash flows, the Company makes assumptions and estimates about the vessels' future performance, with the significant assumptions being related to charter rates, fleet utilization, operating costs, capital expenditures, residual value and the estimated remaining useful life of each vessel.
38



flows.
The assumptions usedthat we, as the Successor company, use to develop estimates of future undiscounted cash flows are based on historical trends as well as future expectations. The estimated discounted cash flowsexpectations and are determined by estimating daily charter and utilization rates forforecast through the remaining operating days. The Company estimates daily charter and utilization rates forend of the remaining operating days considering the historical company-specific performance, average for similar vessels and utilizing available market data to estimate charter and utilization rates over the remaining estimatedexpected useful life of theeach vessel, which is assumed to be 25 years from the delivery of the vessel from the shipyard for PSVs and AHTS vessels, and 15 years for crew boats.
The most significant assumption in preparing these undiscounted cash flows is our estimate of revenues, which are derived from our assumptions of utilization adjusted dayrates over the forecast period. Utilization and dayrates in our markets are highly volatile, adjust rapidly when confronted with changes in market conditions, and are difficult to predict. Accordingly, this assumption is highly subjective. In preparing our estimated undiscounted cash flows, we assumed a base case scenario that we believe reflects our undiscounted cash flows over time based upon a lower rate environment. In our base case scenario, our forecasted revenue estimates are primarily based on (i) a combination of the Company's forecast, published time charter rates (as of December 31, 2019, net of brokerage commissions, expected outflowsbroker commissions) for vessels' maintenancethe next year and a 2.0% growth rate (which is based on published historical and forecast inflation rates in the geographies in which we operate) in charter rates in each period through the vessel's 15th year of useful life for PSVs and AHTS vessels, and 10th year of useful life for crew boats, and assuming the growth in expenses over time thereafter will be offset by similar increases in charter revenues, and (ii) our estimated off-hire days and utilization which are based on management's experience and market data. Our revenue estimates are based on published time charter rates, which, in contrast with published spot market rates, already have a utilization component embedded within. Nevertheless, in addition to off-hire days for drydock or engine overhauls, we also forecast additional off-hire time in each year to account for unplanned off-hire. We believe that these dayrates are the most useful approximation of future dayrates as (i) they are derived from actual fixtures in the market and thus reflect a collective, forward looking view of market participants, and (ii) are consistent with activity that the Company has seen in its market activities (either through actual fixtures or tendering activity). Additionally, from a longer term perspective, we believe that the dayrate assumptions utilized in the base case scenario are reasonable as the average dayrates for the PSVs and AHTS vessels over the entire forecast period are approximately equal to the 10-year and 20-year historical average time charter rates.
Our revenue assumptions are supplemented by our best estimate of vessel operating costs (including planned drydockingexpenses and drydock and engine overhaul expenditures). For operating cost, we have applied a weighted company-specific average for the preceding three financial years and applied an annual growth factor of 2.0%.
When developing the forecast for daily charter rates for the remaining useful life of the vessels, we have divided the revenue forecast into three categories. For the first and second year of our analysis we have applied a 3-year weighted average,costs, which is composed of the lower of the historical market rates and utilization, as provided by a third party, and the rates and utilization we have achieved for the same period. For year three of our analysis we have applied a one year ramp up where rates are based on 75% of the 15-year historical average rates provided byour most recent forecasts and actual experience in 2019 and a third party, while applying a utilization2.0% growth rate of 75%. The ramp upin each period is applied to reflect a potentially slower return to historical activity levels. For the rates and utilization thereafter we use the 15-year historical average as provided by a third party.
Cost associated with vessels in lay-upthereafter. Historical trends underlying these assumptions have been included insignificantly less volatile than the estimation forassumptions underlying revenue over time, and therefore do not involve as high of a degree of subjectivity.
Based on the relevant vessels and forforegoing, we determined that the expected time of lay-up. No revenue is generated during lay-up.
If our estimate of undiscounted future cash flows expected to be generated by each vessel over their remaining useful lives in our base case would be sufficient to recover their respective carrying values. Moreover, we considered the estimates of vessel values from independent shipbrokers as a comparison to the undiscounted cash flows:
The estimates of vessel values from the independent shipbrokers for anythe PSVs exceeded their carrying values for each vessel, isand by an aggregate of $17.2 million.


33


The estimates of vessel values from the independent shipbrokers for the crew boats and AHTS vessels was lower than their carrying values by an aggregate of $0.9 million. Six vessels had carrying values greater than their fair values by $3.0 million in aggregate and seven vessels had carrying value lower than their fair values by $2.1 million in aggregate.
For the vessels where the vessel values from the independent shipbrokers were less than their carrying values, we re-evaluated the inputs to the undiscounted cash flow analysis, and the sensitivities thereto, and determined that the inputs were reasonable. Accordingly, we determined that our vessels were not impaired.
In our impairment testing, we also examined the sensitivity of the estimated future cash flows and carrying values to be recovered by separately calculating the break-even charter rates, while holding all other assumptions constant. We then evaluated the outcome of the sensitivity analysis performed to assess their impact on our conclusions. Break-even charter rates were approximately 8% lower than the vessel's carrying value,effective charter rates assumed in the carrying value is written down totesting for the vessel's fair market value. Fair market value is calculated based on estimated discounted operating cash flows. PSVs, 5% lower for the AHTS vessels, and over 10% lower for the crew boats.
Although we believe that the assumptions used to evaluate potential impairment are reasonable and appropriate, such assumptions are highly subjective. There can be no assurance as to how long charter rates and vessel values will remain at their current levels or whether they will improve by any significant degree. Charter rates may decrease, which could adversely affect our revenue and profitability, and any future assessments of vessel impairment. We will continue to monitor developments in charter rates in the markets in which we participate with respect to the expectation of future rates that are utilized in the undiscounted cash flow analyses.

Our fleet as of December 31, 2018 (Predecessor) consisted of ten PSVs. As a result of a prolonged deterioration in market conditions, we determined that the undiscounted future cash flows expected to be generated by each vessel over their remaining useful lives would not be sufficient to recover their respective carrying values. Accordingly, we determined that our vessels were impaired and an impairment charge of $160.1 million was recorded for the year ended December 31, 2018. This impairment charge was measured based upon the amount by which the carrying values of our vessels exceeded their fair values.
The TotalOur Fleet – Comparison- Illustrative comparison of Carrying Value versus Market Valuecarrying amounts as compared to estimated charter-free market value of certain vessels
During the past twofew years, the market values of vessels have experienced particular volatility and as a result, the charter-free market value, or basic market value, of vessels as provided by offshore shipbrokers has declined, and we have identified impairment indicators. We have performed a cash flow analysis with undiscounted values to assess the recoverability of the carrying value of our vessels. Our analysis did not result in any vessels having carrying values exceeding undiscounted cash flows. Below is the basis of our analysis of undiscounted cash flows and a comparison of our carrying values to the current valuescertain of our vessels as assessed by brokers.
The tablemay have declined below indicates the charter rates applied in our impairment assessment, (1) the break-even rate that indicates the rate when the undiscounted cash flows would not recover the carrying value foramounts of those vessels. After undergoing the first vessel in our fleet, (2) Achieved rates by us and (3) historical market rates for the North Sea, obtained from an external party.


 
 
 
 Rates used  Break- even (1)  Achieved rates (2)  Market rates (3) 
$ per day First year  Second year  Third year  Thereafter     2017  2016   2013-2017   2008-2017 
Rates $9,580  $9,580  $14,930  $19,907  $18,065  $10,784  $7,998  $13,134   17,063 
Utilization  69%  69%  75%  88% NA   65%  67%  78%  85%

39


If, in performing our impairment analysis as ofdiscussed above, we have concluded that no impairment is required at December 31, 2017, we had used the 10-year historical average PSV rates (no change in utilization, base case), carrying value would have exceeded the undiscounted cash flows for six of our vessels. We would have recognized an impairment charge estimated at $95.1 million, if these six vessels were written down to market values based on estimates by ship brokers. If, in performing our impairment as of December 31, 2017 using the 10-year average utilization (no change in rates, base case), none of our vessels would have been impaired.
If we had used the 5-year historical average PSV rates (no change in utilization, base case) as of December 31, 2017, all of our vessels would have had carrying values exceeding undiscounted cash flows, and we would have recognized an impairment charge of $134.6 million if all vessels were written down to market values based on estimates by ship brokers. If, in performing our impairment as of December 31, 2017 using the 5-year average utilization (no change in rates, base case), carrying value would have exceeded the undiscounted cash flows for six of our vessels. We would have recognized an impairment charge estimated at $95.1 million, if these six vessels were written down to market values based on estimates by ship brokers.2019.
The table set forth below indicates the carrying valueamount of each of our vessels as of December 31, 2017, all of which exceed the market values based on shipbroker reports2019 (Successor) and December 31, 2018 (Predecessor) and the aggregate of difference between the carrying valuesamount and the market value represented by such vessels (see footnotes to the table set forth below). This aggregate difference represents the approximate analysis of the amount by which we believe we would record a loss if we sold those vessels on December 31, 2019, on industry standard terms, in cash transactions and to a willing buyer where we are not under any compulsion to sell, and where the buyer is not under any compulsion to buy. For purposes of this calculation, we have assumed that the vessels would be sold at a price that reflects our estimate of their basic market values.

Our estimate of basic market value assumes that our vessels are all in good and seaworthy condition without need for repair and if inspected would be certified in class without notations of any kind. Our estimates are based on information available from our various industry sources, including:
VesselYardYear builtDelivered to NAO Carrying value 2017 ($ millions)  Carrying value 2016 ($ millions) 
NAO Fighter*Ulstein2012January 2014  36.8   38.6 
NAO Prosper*Ulstein2012January 2014  37.1   38.7 
NAO Power*Ulstein2013January 2014  37.3   39.2 
NAO Thunder*Ulstein2013December 2013  36.9   38.6 
NAO Guardian*Ulstein2013December 2013  37.1   38.8 
NAO Protector*Ulstein2013December 2013  36.7   38.5 
NAO Storm*Ulstein2015January 2015  31.8   33.2 
NAO Viking*Ulstein2015January 2015  32.1   33.6 
NAO Horizon*VARD2016April 2016  33.1   34.5 
NAO Galaxy*VARD2016June 2016  31.8   33.2 
approximate market values for our vessels or similar vessels that we have received from ship brokers, whether solicited or unsolicited, or that ship brokers have generally disseminated;
vessel sale prices and values of which we are aware through both formal and informal communications with shipowners, shipbrokers, industry analysts and various other shipping and offshore industry participants and observers;
reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values;
news and industry reports of similar vessel sales; and

* Indicates vessels where

34


offers that we believe the carrying value exceeds themay have received from potential purchasers of our vessels.
As we obtain information from various industry and other sources, our estimates of basic market value based onare inherently uncertain. In addition, vessel values and revenues are highly volatile; as such, our estimates by shipbrokers, asmay not be indicative of December 31, 2017. We believe that the aggregate carryingcurrent or future basic market value of our vessels or prices that we could achieve if we were to sell them.
In millions of U.S. dollars Carrying value as of 
Vessel NameVessel TypeYear BuiltDecember 31, 2019 (Successor) December 31, 2018 (Predecessor) 
       
PSV      
Hermit FighterPSV201215.5
(2) 
17.0
 
Hermit ProsperPSV201214.4
(2) 
17.0
 
Hermit PowerPSV201314.3
(2) 
17.2
 
Hermit ThunderPSV201314.4
(2) 
17.2
 
NAO GuardianPSV201314.5
(2) 
17.2
 
Hermit ProtectorPSV201314.4
(2) 
17.2
 
Hermit VikingPSV201515.8
(2) 
17.5
 
Hermit StormPSV201515.7
(2) 
17.5
 
Hermit GalaxyPSV201616.4
(2) 
19.4
 
Hermit HorizonPSV201616.4
(2) 
19.4
 
       
AHTS vessels      
Hermit BrillianceAHTS20095.6
(1) 
N/A
(3) 
Hermit BaronAHTS20095.6
(1) 
N/A
(3) 
       
Crew boats      
Petrocraft 1605-1Crew Boat20121.0
(2) 
N/A
(3) 
Petrocraft 1605-2Crew Boat20121.0
(2) 
N/A
(3) 
Petrocraft 1605-3Crew Boat20121.0
(2) 
N/A
(3) 
Petrocraft 1605-5Crew Boat20131.1
(1) 
N/A
(3) 
Petrocraft 1605-6Crew Boat20131.1
(1) 
N/A
(3) 
Petrocraft 2005-1Crew Boat20151.9
(1) 
N/A
(3) 
Petrocraft 2005-2Crew Boat20151.9
(1) 
N/A
(3) 
Petrocraft 1905-1Crew Boat20191.6
(2) 
N/A
(3) 
Petrocraft 1905-2Crew Boat20191.6
(2) 
N/A
(3) 
Petrocraft 1905-3Crew Boat20191.6
(2) 
N/A
(3) 
Petrocraft 1905-4Crew Boat20191.6
(2) 
N/A
(3) 
(1)
As of December 31, 2019, the basic charter-free market rate value is lower than each vessel's carrying value. We believe that the aggregate carrying value of these vessels exceeds their aggregate basic charter-free market value by approximately $3.0 million.
(2)
As of December 31, 2019, the basic charter-free market rate value is higher than each vessel's carrying value. We believe that the aggregate carrying value of these vessels is lower than their aggregate basic charter-free market value by approximately $19.3 million.


35


(3)
These vessels were acquired during the year ended December 31, 2019.
As described elsewhere in this report, in the calendar year 2020, the markets in which we operate have experienced a precipitous decline in activity, charter rates, and utilization brought on by the confluence of a crash in oil prices along with the COVID-19 pandemic. Should these market value on that basis by approximately $134.6 million.
We believe that the future undiscounted cash flowsconditions persist for an extended period of time, they are expected to be earned by our vessels over their operating lives exceeded the vessels' carrying amounts at December 31, 2017.  
Drydocking and engine overhaul: The Company's vessels are required to be drydocked approximately every 60 months, and to have engines overhauled after 10,000 – 11,000 running hours. The Company will capitalize a substantial portion of the costs incurred during drydocking and overhaul, and amortize those costs on a straight line basis from the completion of a drydocking, intermediate survey or overhaul to the estimated completion of the next drydocking or overhaul. For the vessels acquired an estimate of $200,000 and $365,000 for drydock cost and overhaul costs, respectively, has been allocated from the purchase price. Drydocking is depreciated over five years, and engine overhauls are depreciated basedconsequential impact on the number of running hours within the reporting period according to the built-in overhaul method.assumptions underlying our impairment testing.
Vessels, net:net
Vessels and equipment are stated at historical costs, less accumulated depreciation whichand impairment. Depreciation is provided by the straight linestraight-line method over theirthe estimated useful life of 25 years. Interestyears for the PSVs and AHTS vessels, and 15 years for the crew boats based on upon the date the vessel is capitalized in connection withdelivered from the construction of vessels. yard.
Certain subsequent expenditures for conversions and major improvements are also capitalized if it is determined that they appreciably extend the life, increase the earnings capacity or improve the efficiency or safety of the vessel. Repairs and maintenance are expensed as incurred. The vessels'vessels’ estimated residual values and useful life are reviewed when there has been a change in circumstances that indicate the original estimate may no longer be appropriate. Residual values
Drydocking and engine overhaul
Our PSVs and AHTS vessels are required to be drydocked approximately every 30 - 60 months (depending on vessel age), and to have engines overhauled after 10,000 - 12,000 running hours. We will capitalize a substantial portion of the costs incurred during drydocking and overhaul, and amortize those costs on a straight-line basis from the completion of a drydocking, intermediate survey or overhaul to the estimated completion of the next drydocking or overhaul. Drydocking costs include a variety of costs incurred while vessels are placed within drydock, including expenses related to the dock preparation and port expenses at the drydock shipyard, general shipyard expenses, expenses related to hull, external surfaces and decks, expenses related to machinery and engines of the vessel, as well as expenses related to the testing and correction of findings related to safety equipment on board. We also capitalize those costs incurred as part of the drydock to meet classification and regulatory requirements. The Company expenses costs related to routine repairs and maintenance performed during drydocking, and for annual class survey costs. The capitalized and unamortized drydocking costs are included in the book value of the vessels. Amortization expense of the drydocking costs is included in depreciation expense.
For an acquired or newly built vessel, a drydock component is estimated and accounted for as a separate component of the vessel’s cost. The drydock component is depreciated on a straight-line basis to the next estimated drydock. The estimated amortization period for a drydock is based on the estimated period between drydocks. When the drydock expenditure is incurred prior to the expiry of the period, the remaining balance is expensed.
A.Operating Results
Reverse Asset Acquisition and Impact on Comparability between Historical Periods
In April 2019, we acquired 13 vessels consisting of two AHTS vessels and 11 crew boats from SOHI, a related party, in exchange for 8,126,219 common shares of the Company. As part of this acquisition, the Company assumed the aggregate outstanding indebtedness of $9.0 million under the DVB Credit Facility relating to the two AHTS vessels. The assets acquired in this transaction are collectively referred to as the "SOHI Assets", and the transactions to acquire the SOHI Assets and the assumption of the related indebtedness, are referred to as the "Transaction".
As a result of the Transaction, SOHI and its affiliated entities, which are part of Scorpio, obtained a controlling voting interest in the Company.  Accordingly, under the relevant accounting guidance, Scorpio was identified as the accounting acquirer of the Company, and the Transaction is considered to be a reverse acquisition.  Moreover, the Company determined that the Transaction constitutes a reverse acquisition of assets rather than a reverse business combination. 
Under the applicable accounting guidance, a reverse asset acquisition results in a change in the basis of accounting on the Transaction date. As a result, the financial information presented following the Transaction is not directly comparable to historical periods.


36


Since it has been determined that the Transaction constitutes an acquisition of assets, the historical financial information prior to the date of the Transaction presented herein (and in future reports and filings) will continue to reflect the results and position of the Company prior to the Transaction rather than that of the SOHI Assets as would be required in a business combination. The Company believes that the historical financial information of the Company prior to the Transaction is more relevant to investors than the historical financial information of the SOHI Assets due to the relative carrying value of the Company's ten PSVs compared to the SOHI Assets and that the value and operating results of the PSVs are expected to be the ultimate driver of the Company's business in future periods. The results from the operations and cash flows of the SOHI Assets are included only in the Company's financial information from the Transaction date.
Accordingly, the Company's pre-Transaction financial information is presented for the period January 1, 2019 to April 8, 2019 (Predecessor), and for each of the years ended December 31, 2018 and 2017 (Predecessor). The Company’s post-Transaction financial information is presented for the period from April 9, 2019 to December 31, 2019 (Successor). The accounting implications of the Transaction are further described in "Note 3, Reverse Asset Acquisition" to our consolidated financial statements included herein.
We present our Statement of Operations and Comprehensive (Loss) Income using charter revenues and charter costs. During the periods January 1, 2019 to April 8, 2019 (Predecessor), April 9, 2019 to December 31, 2019 (Successor) and the years ended December 31, 2018 and 2017 (Predecessor), our PSVs were employed in the North Sea (the "North Sea" reporting segment) on both spot and term charters. During the period April 9, 2019 to December 31, 2019 (Successor), our AHTS vessels and crew boats were employed off the West Coast of Africa (the "West Coast of Africa" reporting segment) on both spot and term charters.
RESULTS OF OPERATIONS FOR THE PERIODS FROM JANUARY 1, 2019 TO APRIL 8, 2019 (PREDECESSOR), APRIL 9, 2019 TO DECEMBER 31, 2019 (SUCCESSOR), AND THE YEAR ENDED DECEMBER 31, 2018

Successor
 Predecessor

April 9 - December 31, 2019
 January 1 - April 8, 2019
Year ended December 31, 2018
In thousands of U.S. dollars
 
Charter revenue36,555

 5,258

20,654
Vessel operating expenses(27,230)
 (6,612)
(25,173)
Voyage expenses(1,124)
 (395)
(2,215)
General and administrative expenses(4,534)
 (1,207)
(4,757)
Depreciation(8,452)
 (2,205)
(17,298)
Impairment loss on vessels

 

(160,080)
Interest income39

 21

207
Interest expense(6,571)
 (2,555)
(8,031)
Other financial expense, net(136)
 32

(601)
Income taxes

 


Net loss(11,453)
 (7,663)
(197,294)
Net loss. Net loss was $7.7 million for the period January 1, 2019 to April 8, 2019 (Predecessor) and $11.5 million for the period from April 9, 2019 to December 31, 2019 (Successor) and $197.3 million in for the year ended December 31, 2018 (Predecessor). The changes in these periods are discussed below.
Charter revenue. Charter revenues were $5.3 million for the period from January 1, 2019 to April 8, 2019 (Predecessor) and $36.6 million for the period from April 9, 2019 to December 31, 2019 (Successor) and were $20.7 million for the year ended December 31, 2018 (Predecessor).
The following is a summary of our consolidated revenue by vessel type, in addition to the average day rates and effective day rates.


37



Successor
 Predecessor

April 9 - December 31, 2019
 January 1 - April 8, 2019
Year ended December 31, 2018
In thousands of U.S. dollars
 
PSVs (North Sea)29,911

 5,258

20,654
AHTS vessels (West Coast of Africa)3,729

 


Crew boats (West Coast of Africa)2,915

 


Total charter revenue36,555

 5,258

20,654


Successor
 Predecessor

April 9 - December 31, 2019
 January 1 - April 8, 2019
Year ended December 31, 2018
North Sea      
PSVs

 


Average dayrates per on-hire day$11,636

 $9,496

$10,239
Utilization rate %90.7%
 73.0%
58.6%
Effective dayrates$10,549

 $6,936

$6,001




 



Available days2,645

 701

3,073
On-hire days2,398

 512

1,801
Lay-up days25

 279

577
       
West Coast of Africa      
AHTS vessels


 



Average dayrates per on-hire day$8,647

 N/A

N/A
Utilization rate %73.7%
 N/A

N/A
Effective dayrates$6,371

 N/A

N/A
       
Available days532

 N/A

N/A
On-hire days392

 N/A

N/A
Lay-up days

 N/A

N/A




 



Crew boats


 



Average dayrates per on-hire day$2,492

 N/A

N/A
Utilization rate %39.2%
 N/A

N/A
Effective dayrates$977

 N/A

N/A
       
Available days2,948

 N/A

N/A
On-hire days1,155

 N/A

N/A
Lay-up days

 N/A

N/A


38


PSV revenue - PSV revenues were $5.3 million for the period January 1, 2019 to April 8, 2019 (Predecessor) and $29.9 million for the period April 9, 2019 to December 31, 2019 (Successor) and $20.7 million for the year ended December 31, 2018 (Predecessor).
The increase in PSV revenue was primarily driven by overall improvements in the North Sea market during 2019. The North Sea market is split between the Norwegian sector and the UK sector and our vessels operate in both sectors. During 2019, the number of working oil rigs increased in both sectors, driving higher dayrates and utilization across our entire PSV fleet.
Additionally, four of our PSVs were laid-up for a total of 577 days during the year ended December 31, 2018, whereas three PSVs were laid up for a total of (i) 279 days for the period January 1, 2019 to April 8, 2019 (Predecessor) and (ii) 25 days for the period April 8, 2019 to December 31, 2019 (Successor).
AHTS vessel revenue - AHTS vessel revenues were $3.7 million for the period April 9, 2019 to December 31, 2019 (Successor). There were no revenues for the Predecessor periods as our two AHTS vessels were acquired as part of the Transaction. Both vessels were drydocked in accordance with their scheduled, class required special surveys in 2019. While not presented, AHTS vessel dayrates were largely consistent with 2018.
Crew boat revenue - Crew boat revenues were $2.9 million for the period of April 9, 2019 to December 31, 2019 (Successor). There were no revenues for the Predecessor periods as the crew boats were acquired as part of the Transaction. Nevertheless, crew boat dayrates were largely consistent with 2018. Moreover, the Company's four 1905 series crew boats were delivered from the shipyard in January 2019 and immediately commenced long term charters at approximately $1.5$2,400 per vessel per day.
Vessel operating expenses. Vessel operating expenses were $6.6 million for the period from January 1, 2019 to April 8, 2019 (Predecessor) and $27.2 million for the period from April 9, 2019 to December 31, 2019 (Successor) and were $25.2 million for the year ended December 31, 2018 (Predecessor). The following is a summary of our consolidated vessel operating expenses per vessel type, in addition to vessel operating expenses per day and the number of operating days:

Successor
 Predecessor
In thousands of U.S. dollarsApril 9 to December 31, 2019
 January 1 to April 8, 2019
Year ended December 31, 2018
Vessel operating expenses


 



PSVs (North Sea)$20,104

 $6,612

$25,173
AHTS vessels (West Coast of Africa)3,209

 


Crew boats (West Coast of Africa)3,917

 


Total vessel operating expenses27,230

 6,612

25,173




 




Vessel operating expenses per day


 




PSVs (North Sea)$7,530

 $6,747

$6,897
AHTS vessels (West Coast of Africa)6,032

 N/A

N/A
Crew boats (West Coast of Africa)1,329

 N/A

N/A




 




Operating days


 




PSVs (North Sea)2,670

 980

3,650
AHTS vessels (West Coast of Africa)532

 N/A

N/A
Crew boats (West Coast of Africa)2,948

 N/A

N/A
PSV vessel operating expenses - PSV vessel operating expenses were $6.6 million for the period from January 1, 2019 to April 8, 2019 (Predecessor) and $20.1 million for the period from April 9, 2019 to December 31, 2019


39


(Successor) and were $25.2 million for the year ended December 31, 2018 (Predecessor). The increase in vessel operating expenses and vessel operating expenses per day during 2019 is primarily the result of a reduction in the number of days that our vessels were in lay-up during 2019 compared with 2018. Vessel operating expenses are significantly reduced while a vessel is in lay-up. Our PSVs were in layup for 577 days during 2018 and 304 days during 2019 (with 279 days in the Predecessor period from January 1, 2019 to April 8, 2019 and 25 days for the Successor period from April 9, 2019 to December 31, 2019).
General and administrative expenses. General and administrative expenses were $1.2 million for the period from January 1, 2019 to April 8, 2019 (Predecessor) and $4.5 million for the period from April 9, 2019 to December 31, 2019 (Successor) and were $4.8 million for the year ended December 31, 2018 (Predecessor). This increase is primarily due to (i) the various strategic initiatives that the Company executed during 2019 which resulted in an increase in legal and professional fees , (ii) the transition of various back-office functions resulting from the change in the management of the Company, and (iii) the Transaction, which increased the size of the Company's fleet by 13 additional vessels.
Depreciation. Depreciation was $2.2 million for the period from January 1, 2019 to April 8, 2019 (Predecessor) and $8.5 million for the period from April 9, 2019 to December 31, 2019 (Successor) and $17.3 million for the year ended December 31, 2018 (Predecessor). As of December 31, 2018, the Company recorded an impairment loss on the ten PSVs of $160.1 million, which reduced the depreciable basis of the vessels, therefore decreasing the depreciation expense in the periods from January 1, 2019 to April 8, 2019 and April 9, 2019 to December 31, 2019. Additionally, as part of the Transaction, the carrying value of the ten PSVs was reduced by $20.7 million as a result of the reverse acquisition accounting treatment (as described in "Note 3, Reverse Asset Acquisition" to our consolidated financial statements included herein). Both of these events resulted in a reduction in depreciation expense for the ten PSVs in the Successor period when compared with the Predecessor period. This decrease was offset by an increase in depreciation expense resulting from the acquisition of the AHTS vessels and crew boats as part of the Transaction.
Impairment loss on vessels. As of December 31, 2018, we determined that the undiscounted future cash flows expected to be generated by each vessel over their remaining useful lives would not be sufficient to recover their respective carrying values. Accordingly, we determined that our vessels were impaired and an impairment charge of $160.1 million was recorded for the year ended December 31, 2018. This impairment charge was measured based upon the amount by which the carrying values of our vessels exceeded their fair values. An impairment charge was not recorded in 2019.
Interest expense. Interest expense was $2.6 million for the fleetperiod from January 1, 2019 to April 8, 2019 (Predecessor) and $6.6 million for the period from April 9, 2019 to December 31, 2019 (Successor) and $8.0 million for the year ended December 31, 2018. As part of the Transaction, we assumed the aggregate outstanding indebtedness of $9.0 million under the DVB Credit Facility (described below) relating to the AHTS vessels. The increase in interest expense was driven by the additional interest expense related to this new facility, which was partially offset by decreases in LIBOR rates throughout 2018 and into 2019.
Please see "Item 5. Operating and Financial Review and Prospects—Critical Accounting Policies and Estimates" for further information.
RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2018 COMPARED TO THE YEAR ENDED DECEMBER 31, 2017
For a discussion of our results for the year ended December 31, 2018 compared to the year ended December 31, 2017, please see “Item 5. Operating and Financial Review and Prospects - A. Operating Results - Year Ended December 31, 2018 Compared to Year Ended December 31, 2017” contained in our annual report on Form 20-F for the year ended December 31, 2018, filed with the SEC on May 15, 2019.
B.Liquidity and Capital Resources
Our primary sources of funds for our short-term and long-term liquidity needs have historically been the raising of new equity in combination with loan financing, as discussed in further detail below. As of December 31, 2019 (Successor) and December 31, 2018 (Predecessor) we had cash and cash equivalents of $12.7 million and $8.4 million, respectively.
Equity Issuances and Equity Lines of Credit


40


In December 2018, we issued an aggregate of 1,175,474 common shares in a private placement with SOI, a related party, at $4.20 per share, resulting in net proceeds to us of $4.9 million.
In April 2019, we acquired 13 vessels (the SOHI Assets) from SOHI, a related party, in exchange for 8,126,219 common shares of the Company at approximately $2.78 per share for an aggregate consideration of $22.6 million.  As part of this acquisition, we assumed the aggregate outstanding indebtedness of $9.0 million relating to two of the acquired vessels.
In March 2019, we entered into an Initial Equity Line of Credit with SOI, a related party, and Mackenzie. The Initial Equity Line of Credit provided for $20 million to be available on demand to the Company in exchange for common shares of the Company priced at 0.94 multiplied by the then-prevailing 30-day trailing volume weighted average price. The issuances of common shares under the Initial Equity Line of Credit during the year ended December 31, 2019 were as follows:
In April 2019, 3,240,418 common shares were issued under the Initial Equity Line of Credit (split equally between SOI and Mackenzie) for approximately $2.78 per share and net proceeds of $9.0 million.
In June 2019, 1,421,472 common shares were issued under the Initial Equity Line of Credit (split equally between SOI and Mackenzie) for approximately $3.52 per share and net proceeds of $5.0 million.
In October 2019, 2,356,108 common shares were issued under the Initial Equity Line of Credit (split equally between SSH, a related party (as SOI’s nominee), and Mackenzie) for $1.06 per share for aggregate net proceeds of $2.5 million.
In December 2019, 3,143,709 common shares were issued under the Initial Equity Line of Credit for aggregate net proceeds of $3.5 million. 1,492,508 common shares were issued to Mackenzie and 1,651,201 common shares were issued to SSH, a related party (as SOI’s nominee), each for $1.11 per share.
Following the December 2019 issuance, the Initial Equity Line of Credit was fully drawn, and there is no further capacity thereunder.
In January 2020, the Company executed the New Equity Line of Credit with SSH, a related party, which provides for $15 million to be available on demand to the Company in exchange for its common shares priced at 0.94 multiplied by the then-prevailing five-day trailing volume weighted average price. Under the terms of the New Equity Line of Credit, the Company is precluded from issuing shares under the New Equity Line of Credit if the price of the Company’s common stock (calculated on a volume weighted average basis over the preceding five days) is below $0.60 per share.
In March 2020, we issued 5,668,317 common shares to SSH for $0.88 per share under the New Equity Line of Credit for aggregate net proceeds of $5.0 million.
Our Borrowing Activities
Initial Credit Facility
On December 19, 2013, we entered into the Initial Credit Facility with DNB Bank ASA and Skandinaviska Enskilda Banken AB (publ). In March 2015, we expanded the availability under our Initial Credit Facility from $60.0 million to $150.0 million to partially finance the purchase of certain of the PSVs in our fleet.
As of December 31, 2016, as a result of a significant deterioration in market conditions, we were in breach of three of the financial covenants under this facility, (i) the minimum value adjusted amount of equity, (ii) the minimum value adjusted equity ratio clause and (iii) a minimum level of liquidity. In 2017 a waiver was obtained from the lenders lowering (i) the minimum value of equity and (ii) the minimum value adjusted equity ratio covenant requirements to levels at which the Company was in compliance, and suspending (iii) the minimum level of liquidity covenant. These waivers were effective until April 30, 2018. On April 30, 2018 we executed an amendment to the Initial Credit Facility that extended the waiver period until December 31, 2019. Under the terms of the waiver, we were unable to draw further on the Initial Credit Facility until we complied with the original terms and conditions set forth thereunder, and the interest rate increased from LIBOR plus a margin of 2.0% to LIBOR plus a margin of 4.0%.
In September 2018, we made an unscheduled payment of $1.575 million on our Initial Credit Facility to regain compliance with the security coverage ratio (requiring that the aggregate fair market value of the vessels securing the


41


loan does not fall below 150% of the outstanding loan) set forth thereunder.  At the end of September 2018, vessel values were remeasured and, given a further deterioration in such values, we were again in non-compliance of the security coverage ratio at September 30, 2018.
In December 2018, we executed the Private Placement with SOI whereby SOI invested $5 million in a private placement of the Company’s shares at a price of $4.20 per share. Effective upon closing of the Private Placement, $1.9 million of the proceeds were immediately used to repay a portion of the Initial Credit Facility and regain compliance with the security coverage ratio. Additional temporary waivers were granted under the Initial Credit Facility as a result of the Private Placement and corresponding debt repayment. As of December 31, 2018, we were in compliance with the modified terms under the Initial Credit Facility and the loan was not considered callable.
In April 2019, the lenders under the Initial Credit Facility agreed to extend the waivers of certain financial covenants with which the Company was not in compliance until January 31, 2020 as part of a broader set of agreements to recapitalize the Company.  This agreement included a commitment by the lenders under the Initial Credit Facility, for a new $132.9 million term loan facility with maturity of December 6, 2023 to refinance the Initial Credit Facility, subject to certain conditions precedent, the most significant of which was the requirement to raise an additional $15 million of equity before January 31, 2020. In December 2019, we reached an agreement with the lenders under the Initial Credit Facility to satisfy these conditions precedent with the New Equity Line of Credit with SSH, and thus we refinanced the Initial Credit Facility in full with the New Term Loan Facility in January 2020, as further described below.
$132.9 million was outstanding under our Initial Credit Facility at each of December 31, 2019 (Successor) and December 31, 2018 (Predecessor). We were in compliance with the covenants set forth under the waivers of the Initial Credit Facility at December 31, 20172019. Additionally, the amount outstanding at December 31, 2019 was classified as non-current on consolidated balance sheet on the basis of the agreement and 2016.subsequent execution of the new term loan facility as described below.
40New Term Loan Facility

As described above, in December 2019, we reached an agreement with the lenders under the Initial Credit Facility, whereby it was agreed that the New Equity Line of Credit satisfied the condition precedent required to refinance the Initial Credit Facility with the New Term Loan Facility. In January 2020, we completed the refinancing of the Initial Credit Facility with the New Term Loan Facility. The New Term Loan facility is collateralized by our ten PSVs and 11 crew boats, bears interest at LIBOR plus a margin 3.50% through December 2021, LIBOR plus a margin of 4.50% from December 2021 through December 2022 and LIBOR plus a margin of 5.5% from December 2022 through the maturity date of December 2023 (the margin in all periods can be reduced if the Company meets certain Net Debt to EBITDA thresholds). The New Term Loan Facility is repayable in equal, semi-annual installments of $7.5 million beginning in December 2021 with a balloon payment due upon the maturity date of December 6, 2023.  
The New Term Loan Facility is secured by:
a first priority mortgage over the relevant collateralized vessels under the specific facility;
a first priority assignment of earnings, insurances and charters from the mortgaged vessels for the specific facility;
a pledge of earnings generated by the mortgaged vessels for the specific facility; and
a pledge of the equity interests of each vessel owning subsidiary under the specific facility.
The New Term Loan Facility contains financial and restrictive covenants, as summarized below:
Cash and cash equivalents shall at all times be equal to or greater than $500,000 per vessel above 2,500 DWT. The Company’s two AHTS vessels and 11 crew boats are excluded from this definition. Accordingly, the minimum liquidity under the New Term Loan Facility is $5 million based on our fleet as of December 31, 2019.
The ratio of net debt (defined as total debt less cash) to total capitalization (defined below) shall be no greater than 0.70 to 1.00 from the date that the New Term Loan Facility is executed through December 31, 2020 and 0.65 to 1.00 thereafter through the maturity date of December 6, 2023. Undrawn amounts available under the


42


New Equity Line of Credit are included as part of the definition of total capitalization (defined as net debt plus equity plus amounts available under the New Equity Line of Credit).
Current assets shall at all times exceed current liabilities less the current portion of the long term liabilities;
The aggregate fair market value of the vessels collateralized under the New Term Loan Facility shall at all times be at least 115% of the aggregate outstanding principal amount until December 7, 2021, 125% of the aggregate outstanding principal amount until December 7, 2022, and 130% at all times thereafter.
We are restricted from paying dividends for 24 months following the date of the execution of the New Term Loan Facility.
The New Term Loan Facility also contains customary events of default, including cross default provisions and a subjective acceleration clause under which the debt could become due and payable in the event of a material adverse change in the Company’s business.
DVB Credit Facility and Supplemental Agreement
As part of the Transaction, we assumed the aggregate outstanding indebtedness of $9.0 million under the DVB Credit Facility relating to the AHTS vessels. The DVB Credit Facility was supplemented on April 10, 2019 as part of the Transaction.
The borrowers under the DVB Credit Facility are the respective vessel owning entities of the AHTS vessels. The DVB Credit Facility bears interest at LIBOR plus a margin of 2.75% and contains a financial covenant whereby the Company must maintain minimum liquidity of an aggregate of $0.75 million in the bank accounts that are pledged as security under the facility (as described in "Note 4 - Cash and Cash Equivalents" to our consolidated financial statements included herein). 
For the first 36 months after the initial drawdown date (through September 2020), the terms of the DVB Credit Facility require that we fund any Excess Earnings (defined as each vessel's earnings less budgeted operating expenses, interest payments and the maintenance of the minimum liquidity requirement) related to such vessels, up to $3.6 million in aggregate, to a drydock reserve account, the proceeds of which are to be utilized for the vessel’s next scheduled drydock. Any Excess Earnings related to each vessel, after funding the minimum liquidity requirement and drydock reserve account, shall be utilized to repay the credit facility.  Starting 39 months after the initial drawdown date, the DVB Credit Facility shall be repaid in consecutive quarterly installments of $0.2 million in aggregate with a balloon payment due upon the maturity date of September 2022. 
This facility contains financial and restrictive covenants, which require the borrowers to, among other things, comply with certain financial tests (as described above).  This facility is secured by, among other things:
a first preferred mortgage over the two AHTS vessels which are collateralized under this facility;
an assignment of earnings, insurances and charters from the two mortgaged AHTS vessels;
a pledge of the related earnings accounts and drydock reserve accounts of the borrowers in respect of the two mortgaged AHTS vessels; and
a pledge of the equity interests in each of the borrowers.
The DVB Credit Facility also contains customary events of default, including a subjective acceleration clause under which the debt could become due and payable in the event of a material adverse change in the Company’s business.
The outstanding balance under this credit facility was $9.0 million as of December 31, 2019, and we were in compliance with the financial covenants as of that date.
Liquidity Outlook
Cash on hand was $12.7 million as of December 31, 2019 (Successor), compared to $8.4 million as of December 31, 2018 (Predecessor).
Under ASC paragraph 205-40 (the "Standard"), management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the


43


date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both(1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and(2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued.  Generally, to be considered probable of being effectively implemented, the plans must have been approved before the date that the financial statements are issued.
The Company regularly performs cash flow projections to evaluate (i) whether it will be in a position to cover the liquidity needs for the next 12-month period and (ii) the compliance with financial and security ratios under the existing and future financing agreements. In developing estimates of future cash flows, the Company makes assumptions about the vessels’ future performance, market rates, operating expenses, capital expenditure, fleet utilization, general and administrative expenses, loan repayments and interest charges. The assumptions applied are based on historical experience and future expectations.  Nevertheless, volatility in the offshore market makes forecasting difficult, and there is the possibility that the Company’s actual trading performance during the coming year may be materially different from expectations. 
Economic conditions in the offshore market during 2019 reflected a gradual improvement from the lows of previous years and were showing signs that the industry was in the early stages of a broader recovery. The Company’s operating results during 2019 (in both the Predecessor and Successor periods) reflected this improvement, as losses from operations narrowed when compared to prior periods. Additionally, as highlighted elsewhere in these financial statements, the Company executed a series of transactions during 2019 and 2020, such as the Transaction, the New Term Loan Facility and the New Equity Line of Credit in an effort to recapitalize the Company and create a platform for future growth.
Nevertheless, since the beginning of calendar year 2020, the COVID-19 outbreak has resulted in the implementation of numerous actions by governments and governmental agencies in an attempt to mitigate the spread of the virus. These measures have resulted in a significant reduction in global economic activity and extreme volatility in the global financial markets which has reduced the global demand for oil and related products. Additionally, in March 2020, output disagreements between OPEC producing nations (led by Saudi Arabia) and Russia triggered a price war sending the price of crude oil to lows not seen in decades. The confluence of these events has resulted in a precipitous pull back of production and capital expenditure outlays from major oil producers throughout the world. Consequently, the markets in which our vessels operate have come under significant pressure in the form of reduced spot market rates and utilization, higher lay-up activity, and contract cancellations and renegotiations.
These conditions have caused management to revisit its cash flow projections for the next 12-month period under revised assumptions. Under these revised assumptions, the Company projects that it might breach certain financial covenants under its credit facilities within 12 months from the date of the financial statements included herein. Additionally, under the terms of the New Equity Line of Credit, the Company is precluded from issuing shares under the New Equity Line of Credit if the price of the Company’s common stock (calculated on a volume weighted average basis over the preceding five days) is below $0.60 per share. In March and April 2020, the price of the Company’s common stock fell below this threshold on certain occasions and for sustained periods of time. Additionally, as described in Item 3. Key Information D. Risk Factors, we have received two deficiency notifications from the NYSE that could result in suspension or delisting of our common shares. We have until November 2020, and August 2021, subject to certain conditions, to cure each of these deficiencies. If our stock is delisted, then the Company is precluded from issuing shares under the New Equity Line of Credit. If additional liquidity under the New Equity Line of Credit is unavailable, the Company might breach covenants under its credit facilities, or face liquidity constraints, sooner than would otherwise occur under the revised projections.
The Company has commenced discussions with its lenders in an effort to find possible solutions and is also considering other strategic alternatives to meet the Company’s obligations, such as the sale of some or all of the vessels in the Company’s fleet. The Company has also engaged an advisor to provide consultation throughout this process. There can be no assurance that these or other measures will be successful.
As these discussions are currently in a preliminary phase, there are no remedies that can be considered as probable for purposes of the Standard.  Accordingly, substantial doubt is deemed to exist about the Company’s ability


44


to continue as a going concern within one year after the date the consolidated financial statements are issued.
Cash Flow
The table below summarizes our sources and uses of cash for the periods presented:

Successor

Predecessor
In thousands of U.S. dollarsApril 9 - December 31, 2019

January 1 - April 8, 2019
Year ended December 31, 2018
Year ended December 31, 2017
Cash flow data        
Net cash inflow/(outflow)        
Operating activities(10,298)

(6,789)
(21,807)
(14,032)
Investing activities1,657




(45)
(830)
Financing activities20,000




(1,010)
43,403
For the periods January 1, 2019 to April 8, 2019 (Predecessor), April 9, 2019 to December 31, 2019 (Successor) and the year ended December 31, 2018 (Predecessor).
Cash outflows from operating activities were $6.8 million for the period January 1, 2019 to April 8, 2019 (Predecessor), $10.3 million for the period April 9, 2019 to December 31, 2019 (Successor), and $21.8 million for the year ended December 31, 2018.
For the period January 1, 2019 to April 8, 2019 (Predecessor), the cash outflows from operating activities consisted mainly of a net loss of $7.7 million along with drydocking and engine overhaul costs of $0.8 million, offset by $2.2 million of non-cash depreciation expense.
For the period April 9, 2019 to December 31, 2019 (Successor), the cash outflows from operating activities consisted mainly of:
net losses of $11.4 million for the period, as a result of operations of the PSVs, AHTS vessels, and crew boats; and
engine overhaul and drydock payments of $5.4 million, which consisted of $3.6 million for the drydocking of the two AHTS vessels and the remaining $1.8 million for the drydock and engine overhauls of four of the PSVs.
This activity was partially offset by non-cash depreciation expense of $8.5 million, which includes depreciation expense for the AHTS vessels and crew boats, as well as depreciation expense on the PSVs subsequent to the reduction of the net book values of the PSVs as a result of the purchase price allocation resulting from the Transaction.
For the year ended December 31, 2018 (Predecessor), the cash flows from operating activities were mainly driven by a net loss that was impacted by several vessels being laid-up throughout the year, offset by non-cash depreciation expenses of $17.3 million and a net increase in current assets and liabilities of $1.2 million.
Cash inflows from investing activities was zero for the period January 1, 2019 to April 8, 2019 (Predecessor), $1.7 million for the period April 9, 2019 to December 31, 2019 (Successor), and $0.1 million for the year ended December 31, 2018. Cash inflows from investing activities of $1.2 million for the period April 9, 2019 to December 31, 2019 (Successor) was driven by cash acquired from the Predecessor as part of the Transaction in April 2019.
Cash flows from financing activities were zero for the period January 1, 2019 to April 8, 2019 (Predecessor), an inflow of $20.0 million for the period April 9, 2019 to December 31, 2019 (Successor), and a net outflow of $1.0 million for the year ended December 31, 2018 (Predecessor). The cash inflows for the period April 9, 2019 to December 31, 2019 (Successor) reflect the drawdowns under the Initial Equity Line of Credit, which are discussed in further detail above. During the year ended December 31, 2018, we raised $5.0 million of net proceeds from the Private Placement, which was offset by principal repayments on our Initial Credit Facility of $4.1 million, in addition to the payment of approximately $1.9 million of cash dividends.


45


For the year ended December 31, 2018 compared to the year ended December 31, 2017
For a discussion of our cash flows for the year ended December 31, 2018 compared to the year ended December 31, 2017, please see “Item 5. Operating and Financial Review and Prospects - B. Liquidity and Capital Resources - Cash Flow” contained in our annual report on Form 20-F for the year ended December 31, 2018, filed with the SEC on May 15, 2019.
C.Research and Development, Patents and Licenses, etc.
Not applicable.
D.Trend Information
The OSV industry is cyclical and changes in oil price and exploration activity are causing volatility in the charter hire rates. The market is subject to seasonality with lower activity in the winter months. See "Item 4. Information on the Company—B. Business Overview—The International Offshore Market."


46


E.Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
F.Tabular Disclosure of Contractual Obligations
Our contractual obligations as of December 31, 2019, consist of our obligations as a borrower under our Initial Credit Facility and the DVB Credit Facility.
The following table sets out financial, commercial and other obligations outstanding as of December 31, 2019 (all figures in thousands of USD).
In thousands of U.S. dollarsTotal
Less than 1 year
1-3 years
3-5 years
More than 5 years
Initial Credit Facility (1)$132,905



$22,500

110,405


DVB Credit Facility (2)9,000

207

8,793




Interest Payments (3)27,915

5,783

14,492

7,640


Technical management fees (4)2,211

1,417

794




Commercial management fees (5)101

98

3




Total$172,132

$7,505

$46,582

$118,045


(1)Refers to obligations to repay indebtedness outstanding under the Initial Credit Facility as of December 31, 2019. The conditions precedent to refinance the Initial Credit Facility with the New Term Loan Facility were met as of December 31, 2019. Accordingly, the repayment obligations set forth reflect the terms and conditions under the New Term Loan Facility as of that date.
(2)Refers to obligations to repay indebtedness outstanding under the DVB Credit Facility as of December 31, 2019.
(3)Refers to estimated interest payments over the terms of the aggregate indebtedness outstanding as of December 31, 2019.
(4)Our technical manager for the AHTS vessels and crew boats, SSM, a related party, charges fees for its services pursuant to a Master Agreement. Pursuant to this Master Agreement, the fixed annual technical management fee is $156,000 per AHTS vessel and $43,800 per crew boat. Under the terms of the Master Agreement, the termination fees are subject to a notice period of 24 months.
Our technical managers for the PSVs, Remøy, and V.Ships, charge fees for their services pursuant to the relevant Standard Ship Management Agreements. Pursuant to the agreement with Remøy, the fixed annual technical management fee is 2,000,000 NOK per PSV. Pursuant to the agreement with V.Ships, the fixed annual technical management fee is $300,000 per PSV. Under the terms of both agreements, the termination fees are subject to a notice period of three months.
(5)We pay our commercial manager, SCM, a related party, a management fee equal to 1.25% of gross revenues per charter fixture, pursuant to the Master Agreement. Under the terms of the Master Agreement, the termination fees are subject to a notice period of 24 months.
As of December 31, 2019, we had $12.7 million in cash on hand.
G.Safe Harbor
See "Cautionary Statement Regarding Forward Looking Statements" at the beginning of this annual report.
ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A.Directors and Senior Management
Directors and Senior Management of the Company and the Manager
Set forth below are the names, ages and positions of our directors and executive officers.officers as of the date of this annual report. Our Board of Directors currently consists of fiveseven directors and is elected annually on a staggered basis. Each director elected holds office for a three-year term or until his or her successor is duly elected and qualified, except in the event of his or her death, resignation, removal or the earlier termination of his or her term of office. The term of our Class A directordirectors will expire at our 2020 annual meeting of shareholders. The term of our Class B directors will expire at the 20182021 annual meeting of shareholders. The term of our Class C directors will expire at the 20192022 annual meeting of shareholders.


47


Officers are appointed from time to time by our Board of Directors and hold office until a successor is appointed. The business address of each of our directors and executive officers listed below is Nordic AmericanHermitage Offshore Services Ltd., LOM Building, 27 Reid Street, Hamilton HM 11, Bermuda.
NameAgePosition
Herbjørn HanssonEmanuele Lauro7041Chairman, Class A Director, Chief Executive Chairman and Officer
Robert Bugbee59Class C Director and President
Marianne LieØkland57Executive Vice Chairman and Class C Director
Paul J. Hopkins71Class B Director and Audit Committee MemberChair
James KellyMarianne Lie6558Class C Director, Lead Independent Director and Nominating and Corporate Governance Committee Chair
Paul J. Hopkins72Class B Director and Compensation Committee Chair
David M. WorkmanBjarte Boe5862Class A Director
Bjørn GiæverCameron Mackey5051Class B Director and Chief Operating Officer
Filippo Lauro43Vice President
Christopher Avella41Chief Financial Officer
Fan Yang32Secretary

David M. Workman resigned from the Board of Directors with effect from November 13, 2019. The Board of Directors has not yet filled the casual vacancy created by Mr. Workman's resignation.
Biographical information concerning the directors and executive officers listed above is set forth below.
Herbjørn Hansson,Emanuele A. Lauro, Chairman, Class A Director and Chief Executive Officer
Mr. Emanuele A. Lauro has served as the Company's Chairman and Chief Executive Officer since December 2018. He has also served as Chairman and Chief Executive Officer of Scorpio Tankers Inc. (NYSE: STNG), since its initial public offering in 2010, and of Scorpio Bulkers Inc. (NYSE: SALT), since its formation in 2013. He served as director of the Standard Club from May 2013 to January 2019. Mr. Emanuele Lauro joined Scorpio in 2003 and has continued to serve there in a senior management position since 2004. Under his leadership, Scorpio has grown from an owner of three vessels in 2003 to become a leading operator and manager of more than 250 vessels in 2019. Over the course of the last several years, Mr. Emanuele Lauro has founded and developed all of the Scorpio Pools in addition to several other ventures such as Scorpio Logistics, which owns and operates specialized assets engaged in the transshipment of dry cargo commodities and invests in coastal transportation and port infrastructure developments in Asia and Africa since 2007. He has a degree in international business from the European Business School, London. Mr. Emanuele Lauro is the brother of our Vice President, Mr. Filippo Lauro.
Robert Bugbee, Class C Director and President
Mr. Robert Bugbee has served as a Director and President of the Company since December 2018.  He has also served as a Director and President of Scorpio Tankers Inc. since its initial public offering in April 2010, and as President and Director of Scorpio Bulkers Inc. since July and April 2013, respectively. He has more than 35 years of experience in the shipping industry. He joined Scorpio in March 2009 and has continued to serve there in a senior management position. Prior to joining Scorpio, Mr. Bugbee was a partner at Ospraie Management LLP between 2007 and 2008, a company which advises and invests in commodities and basic industry. From 1995 to 2007, Mr. Bugbee was employed at OMI Corporation, or OMI, a NYSE-listed tanker company which was sold in 2007. While at OMI, Mr. Bugbee served as President from January 2002 until the sale of the company, and before that served as Executive Vice President since January 2001, Chief Operating Officer since March 2000, and Senior Vice President from August 1995 to June 1998. Mr. Bugbee joined OMI in February 1995. Prior to this, he was employed by Gotaas-Larsen Shipping Corporation since 1984. During this time, he took a two-year sabbatical beginning 1987 for the M.I.B. Program at the Norwegian School for Economics and Business Administration in Bergen. He has a B.A. (Honors) from London University.
Cameron Mackey, Class B Director and Chief Operating Officer
Mr. Cameron Mackey has served as the Company's Chief Operating Officer since December 2018 and as a Director since July 2019. He has also served as Chief Operating Officer of Scorpio Tankers Inc. since 2010, and as a


48


Director since May 2013. Mr. Mackey has also served as Chief Operating Officer of Scorpio Bulkers Inc. since July 2013. He joined Scorpio in March 2009, where he continues to serve in a senior management position. Prior to joining Scorpio, he was an equity and commodity analyst at Ospraie Management LLC from 2007 to 2008. Prior to that, he was Senior Vice President of OMI Marine Services LLC from 2004 to 2007, where he was also in Business Development from 2002 to 2004. He has been employed in the shipping industry since 1994 and, earlier in his career, was employed in unlicensed and licensed positions in the merchant navy, primarily on tankers in the international fleet of Mobil Oil Corporation, where he held the qualification of Master Mariner. He has an M.B.A. from the Sloan School of Management at the Massachusetts Institute of Technology, a B.S. from the Massachusetts Maritime Academy and a B.A. from Princeton University.
Filippo Lauro, Vice President
Mr. Filippo Lauro has served as the Company's Vice President since December 2018. He has also served as Vice President of Scorpio Tankers Inc. since May 2015 and of Scorpio Bulkers Inc. since June 2016. Mr. Filippo Lauro joined Scorpio in 2010 and has continued to serve there in a senior management position. Prior to joining Scorpio, he was the founder of and held senior executive roles in several private companies, primarily active in real estate, golf courses and resorts development. Mr. Filippo Lauro is the brother of our Chairman and Chief Executive Officer, Mr. Emanuele Lauro.
Christopher Avella, Chief Financial Officer
Mr. Avella has served as the Company's Chief Financial Officer since June 2019. He has also served as Controller of Scorpio Tankers Inc. since 2014.  Prior to joining Scorpio Tankers Inc. in 2010, he was with Ernst & Young in its audit practice from 2002 through 2006 and its transaction advisory services practice from 2006 through 2010 where he was a senior manager.  Mr. Avella is a certified public accountant and has a B.S. in accounting from Rutgers University, an M.B.A. from Seton Hall University and an M.S. in finance from Georgetown University.
Fan Yang, Secretary
Ms. Fan Yang has served as the Company’s Secretary since June 2019. In addition to her position with the Company, Ms. Yang also serves as the secretary of Scorpio Bulkers Inc. and Scorpio Tankers Inc. She is admitted as a solicitor of the Supreme Court of England and Wales. Prior to joining Scorpio, Ms. Yang was in private practice in London at Travers Smith LLP and Freshfields Bruckhaus Deringer LLP, and led a law reform project at the Law Commission, an independent body that makes recommendations for the reform of the law of England and Wales to Parliament. She has a B.A. in Law from the University of Cambridge.
Herbjørn HanssonMarianne Økland earned his M.B.A., Class B Director
Ms. Økland has served as our Class B Director and Audit Committee Chair since January 2019. In addition, she has served as a non-executive director and member of the Audit Committee of Scorpio Tankers Inc. since April 2013. Between 2010 and 2019, she held various non-executive director positions at IDFC Limited, at IDFC Alternatives (India), NLB (Slovenia), the National Bank of Greece and Islandsbanki (Iceland). She was also a member of the Audit Committee of the National Bank of Greece, and Chair of the Audit Committee of each of IDFC Limited and NLB (Slovenia). In addition, Ms. Økland served as Managing Director of Avista Partners, a London based consultancy company that provides advisory services and raises capital, from 2009 to 2018. Between 1993 and 2008, she held various investment banking positions at JP Morgan Chase & Co. and UBS where she focused on debt capital raising and structuring. Ms. Økland has led many transactions for large Nordic banks and insurance companies, and worked on some of the most significant mergers and acquisitions in these sectors. Between 1988 and 1993, Ms. Økland headed European operations of Marsoft, a Boston, Oslo and London based consulting firm that advises banks and large shipping, oil and raw material companies on shipping strategies and investments. She holds a M.Sc. degree in Finance and Economics from the Norwegian School of Economics and Business Administration where she also worked as a researcher and attended Harvard Business School. In 1974 he was employed by the Norwegian Shipowners' Association. In the period from 1975 to 1980, he was Chief Economisttaught mathematics and Research Manager of INTERTANKO, an industry association whose members control about 70% of the world's independently owned tanker fleet, excluding state owned and oil company fleets. During the 1980s, he was Chief Financial Officer of Kosmos/Anders Jahre, at the time one of the largest Norwegian based shipping and industry groups. In 1989, Mr. Hansson founded Ugland Nordic Shipping AS, or UNS, which became one of the world's largest owners of specialized shuttle tankers. He served as Chairman in the first phase and as Chief Executive Officer as from 1993 to 2001 when UNS, under his management, was sold to Teekay Shipping Corporation, or Teekay, for an enterprise value of $780.0 million. He continued to work with Teekay, recently as Vice Chairman of Teekay Norway AS, until he started working full-time for Nordic American Tankers, or NAT (NYSE:NAT) on September 1, 2004. He also has been a member of various governing bodies of companies within shipping, insurance, banking, manufacturing, national/international shipping agencies including classification societies and protection and indemnity associations. Mr. Hansson is fluent in Norwegian and English, and has a command of German and French for conversational purposes. Mr. Hansson has been Executive Chairman of Nordic American Offshore Ltd., or NAO (NYSE:NAO) since its establishment in 2013.statistics.
Marianne Lie, Executive Vice Chairman and Class C Director
Marianne Lie has served as our Class C directorDirector since December 2013. InFrom June 2016 until December 2018, Ms. Lie was appointedserved as our Executive Vice Chairman. The Managing Director of NAO reports to Ms. Lie.  Having broad international experience, she has been and still is a board member of several Norwegian companies mainly within the shipping, offshore business, energy and finance industries. She was until recently a member of the shareholders Committee of the Central Bank of Norway. She was


49


in the Norwegian Shipowners Association from 1988 until 1998, after which she was managing director of the Norwegian Branchbranch of Vattenfall, a Swedish based energy group. Ms. Lie was also a board member of the Finnish energy group Fortum. She was managing director of the Norwegian Shipowners Association from 2002 to 2008. Ms. Lie has studied law and political science at the University of Oslo.
41



Paul J. Hopkins, Class B Director
Paul J. Hopkins has been a directorDirector of the Company since its inception and was a director of NATNordic American Tankers Limited from June 2005 until December 13, 2013. Until MarchFrom 1995 through January 2008, Mr. Hopkins was also a Vice President and a director of Corridor Resources Inc., a Canadian publicly traded natural gas exploration and production company. From 1989 through 1993 he served with Lasmo as Project Manager during the development and start-up of the Cohasset/Panuke oilfield offshore Nova Scotia, the first offshore oil production in Canada. Earlier, Mr. Hopkins served as a consultant on frontier engineering and petroleum economic evaluations in the international oil industry. Mr. Hopkins was seconded to Chevron UK in 1978 to assist with the gas export system for the Ninian Field. He was part of the ranger team evaluating the Ninian Field economic and financing options with several large banks. Previously, beginning in 1973, heMr. Hopkins was employed with London based Ranger Oil (UK) Limited, being involved in the drilling and production testing of oiloffshore wells in the North Sea. ThroughFrom 1969 through the end of 1972 he worked with Shell Canada as part of its Offshore Exploration Group.
James Kelly,Mr. Bjarte Boe, Class BA Director
James KellyMr. Boe has been a directorDirector of the Company since its inception and a director of NAT since June 2010. Mr. Kelly has worked for Time Inc., the world's largest magazine publisher, since 1978. He served as Foreign Editor during the fall of the Soviet Union and the first Gulf War, and was named Deputy Managing Editor in 1996. In 2001, Mr. Kelly became the magazine's managing editor, and during his tenure the magazine won a record four National Magazine awards. In 2004, Time Magazine received its first EMMA for its contribution to the ABC News Series "Iraq: Where Things Stand." In late 2006, Mr. Kelly became the managing editor of all of Time Inc., helping supervise the work of more than 2,000 journalists working at 125 titles, including Fortune, Money, Sports Illustrated and People. Since 2009, Mr. Kelly has worked as a consultant at Bloomberg LP and taught at Princeton and Columbia Universities.
David M. Workman, Class A Director
David M. Workman has served as our Class A Director since December 2013. Mr. Workman was, until recently Chief Operating Officer and member of the Supervisory Board of Stork Technical Services having guided, as Chief Executive Officer, the sale of the RBG Offshore Services Group into the STS Group. Mr. Workman has 30 years of broad experience in the offshore sector ranging from drilling operations/field development through production operations and project management. He has worked with a wide variety of exploration and production companies in the sectorJuly 2019 and has balanced this with exposure to the service sector, working with management companies. As part of his experience with these different companies, he has had extensive exposure to the North Sea market. Mr. Workman graduated from Imperial College London in 1983 with a Masters in Petroleum Engineering and spent his early years as a Drilling/Production Operations Engineer with BP. In 1987 he joined Hamilton Brothers Oil and Gas who were early adopters of floating production systems. In 1993 he joined Kerr McGee as an operations manager for the Tentech 850 designed Gryphon FPSO, the first permanently moored FPSO in the North Sea. In 1996, Mr. Workman established the service company Atlantic Floating Production, which went on to become the management contractor and duty holder on the John Fredriksen owned Northern Producer and on the Petroleum Geo-Services (PGS) owned Banff FPF. In 2003, Mr. Workman was instrumental in founding Tuscan Energy which went on to redevelop the abandoned Argyll Field in the UK Continental Shelf. In 2009, Mr. Workman was appointed as Chief Executive Officer and led the sale of the RBG Group to Stork Technical Services in 2011.
Bjørn Giæver, Chief Financial Officer
Bjørn Giæver has served as our Chief Financial Officer since October 16, 2017.  Mr. Giaever has more than 20over thirty years of experience in the shipping industry, holding key roles in corporate finance industry. He also currently serves as an independent director on the Board of Directors of Seadrill Limited (NYSE: SDRL) and equity research.as a member of the Nomination Committee of BW Offshore Ltd. Mr. Giaever joins NAT/NAOBoe is Chairman of the Investment Committee at SEB Venture Capital, a subsidiary of Skandinaviska Enskilda Banken AB (publ), or SEB, a Nordic financial services group, where from 1995 to June 2019, he held a range of management positions. Mr. Boe most recently served as Head of Shipping and Offshore Finance at SEB and was Global Head of Investment Banking at SEB Stockholm between 2012 and 2016. He previously held various other bank related management positions at Christiania Bank between 1986 and 1995, a Norwegian bank that later merged with MeritaNordbanken to become Nordea, and was a shipbroker at R.S. Platou between 1983 and 1986. Mr. Boe has an M.B.A. from the well reputed firmNorway School of Fearnley Securities AS with main office in Oslo, Norway, an investment bank with special focus on the maritime sectors, where he served as a directorEconomics and partner in the Corporate Finance division. Mr. Giaever has served as a corporate advisor in the John Fredriksen group in London, top rated Senior Shipping Analyst in DNB Markets and partner in Inge Steensland AS, specializing in gas related maritime matters.Business Administration.
42B.Compensation



B. Compensation
WeThere are currently haveno employment agreements with our Executive Chairmanbetween Hermitage Offshore Services Ltd. and Executivethe CEO, CFO, COO, President, Vice Chairman to be paidPresident and Secretary. We have incurred an aggregate amount of about $502,000 per year. Under$0.5 million in aggregate executive compensation expense for our senior executive officers for the terms of these employment agreements, either party may terminate the agreement with up to six months' prior notice.year ended December 31, 2019.
Our current non-executive directors receive annualcash compensation annually in the amount of $37,500, plus an additional fee of $5,000 for each committee on which a director serves and for the lead independent director, plus reimbursement of their out-of-pocket expenses incurred while attending any meeting of the boardBoard of directorsDirectors or any board committee.
We do not have a retirement benefit plan for our officers or directors. By law, our employees in Monaco are entitled to a one-time payment of up to two-months’ salary upon retirement if they meet certain minimum service requirements.
C.Board Practices
Our Board of Directors is elected annually, and each director elected holds office for a three-year term or until his or her successor is duly elected and qualified. Our current Class B and Class C directors were elected at our annual general meeting held in 2013. The Class B directors were re-elected at our 2015 annual general meeting to serve until the 2018 annual general meeting. Our Class C director was re-elected for a new term at our 2016 annual general meeting to serve until the 2019 annual general meeting. Our current Class A director was re-elected at our 2017 annual general meeting toDirectors will serve until the 2020 annual general meeting.meeting of shareholders. Our Class B Directors will serve until the 2021 annual general meeting of shareholders. Our Class C Directors will serve until the 2022 annual general meeting of shareholders.
The sole member and ChairmanOur Board of Directors consists of seven directors. In addition, there is currently one casual vacancy on the Board, created by Mr. Workman's resignation, which the Board has not yet filled. Four of our directors, Ms. Marianne Økland, Ms. Marianne Lie, Mr. Paul J. Hopkins, and Mr. Bjarte Boe, have been determined by our Board of Directors to be independent under the rules of the NYSE and the rules and regulations of the SEC. Our Board of Directors has


50


an Audit Committee, is Mr. Hopkins.a Nominating and Corporate Governance Committee, and a Compensation Committee, each of which are comprised solely of certain of our independent directors. The Audit Committee, provides assistanceamong other things, reviews our external financial reporting, engages our external auditors and oversees our internal controls activities, procedures, and the adequacy of our internal controls. The Nominating and Corporate Governance Committee is responsible for recommending to the Board of Directors in fulfilling its responsibilitiesnominees for director appointments and directors for appointment to shareholders,board committees and advising the investment community relatingboard with regard to corporate accounting, reporting practices of the Company,governance practices. The Compensation Committee recommends director and the quality and integrity of the financial reports of the Company. The Audit Committee, among other duties, recommends the independent auditors to be selected to audit the financial statements of the Company, meets with the independent auditors and financial management of the Company to review the scope of the proposed audit for the current year and the audit procedures to be utilized, reviews with the independent auditors, and financial and accounting personnel, the adequacy and effectiveness of the accounting and financial controls of the Company, and reviews the financial statements contained in the annual report to shareholders with management and the independent auditors.senior employee compensation.
Pursuant to an exemption for foreign private issuers, we are not required to comply with many of the corporate governance requirements of the NYSE that are applicable to U.S. listed companies. For more information, see "Item 16G.Corporate Governance".Governance."
There are no contracts between us and any of our directors providing for benefits upon termination of their employment.
D.Employees
As of December 31, 20172019, we have four employees filling the positions of Executive Chairman, Executive Vice-Chair, Chief Financial Officer, and a chartering manager.had nine onshore employees.
E.Share Ownership
With respect to the total amount of common stockshares owned by all of our officers and directors, individually and as a group, please see Item"Item 7.  Major StockholdersShareholders and Related Party Transactions.Transactions—A. Major Shareholders."
43



ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A.Major Shareholders
The following table sets forth information regarding beneficial ownership of our common shares for (i) owners of more than five percent of our common shares and (ii) our directors and officers, of which we are aware as of the date of this annual report.
TitleIdentity of Person No. of Shares  
Percent of Class(1)
 
CommonNordic American Tankers Limited (2)  9,993,535   16.1%
CommonMagnus Roth (3)  7,116,248   11.5%
CommonMackenzie Financial Corporation (4)  6,243,928   10.1%
CommonHigh Seas AS (Hansson family) and Herbjørn Hansson directly (5)(6)  8,204,240   13.2%
CommonMarianne Lie      * 
CommonPaul J. Hopkins      * 
CommonJames Kelly      * 
Identity of Person
Number of
Shares
 
Percent of Class(1)
Entities within Scorpio21,161,327
(2) 
67.5%
Mackenzie Financial Corporation5,001,507
(3) 
16.0%
    
Directors and executive officers as a group (excluding Mr. Emanuele Lauro)102,721
 0.3%
(1)BasedThese percentages are based on 61,986,84731,330,232 common shares outstanding as of the date of this annual reportApril 28, 2020, unless otherwise indicated.
(2)Based onThis information contained inis derived from a Schedule 13D/A that was filed with the SEC on September 14, 2017.March 6, 2020, by Scorpio Holdings Limited, SSH, Scorpio Services Holding Two Limited, Culky Investments Inc., SOHI, SOI, Mr. Emanuele Lauro and Ms. Annalisa Lolli-Ghetti. Of the 21,161,327 common shares beneficially owned by Scorpio and its affiliated entities, 9,467,177 common shares are held directly by SSH, 8,126,219 common shares are held directly by SOHI and 3,567,931 common shares are held directly by SOI. SSH, Scorpio Holdings Limited, Scorpio Services Holding Two Limited and Culky Investments Inc. are members of Scorpio and have joint voting power, and therefore beneficial ownership, of certain of those common shares of the Company held by each of SSH, SOHI and SOI. Ms. Annalisa Lolli-Ghetti may be deemed to be the ultimate beneficial owner of 67.5% of our common shares outstanding by virtue of being the majority shareholder of Scorpio Holdings Limited and Scorpio Services Holding Two Limited. Mr. Emanuele Lauro, our Chairman and Chief Executive Officer, may be deemed the ultimate beneficial owner of 25.9% of our common shares outstanding, by virtue of being the sole shareholder in Culky Investments Inc.
(3)Based onThis information contained inis derived from a Schedule 13G/A13G that was filed with the SEC on February 9, 2018.13, 2020, including common shares held by funds managed thereby.
(4)Based on information contained in Schedule 13G/A that was filed with the SEC on March 9, 2018.
(5)Based on information contained in Schedule 13D/A that was filed with the SEC on September 12, 2017.
(6)High Seas AS is a company controlled by Herbjørn Hansson, our Chairman, for the benefit of his family.
* Less than 1%As of April 27, 2020, we had 268 shareholders of record, 206 of which were located in the United States and held an aggregate of 6,136,333 shares of our common stock, representing 19.59% of our outstanding common shares. However, one of the U.S. shareholders of record is Cede & Co., a nominee of The Depository Trust Company, which held 6,133,134 shares of our common shares.stock, as of that date. Accordingly, we believe that shares held by Cede & Co.
include common shares beneficially owned by holders in the United States and non-U.S. beneficial owners. We are not aware of any arrangements the operation of which may at a subsequent date result in our change of control.
B.Related Party Transactions
Nordic American Tankers Limited
InDuring the periods from January 1, 2019 to April 8, 2019 (Predecessor), April 9, 2019 to December 2013, NAO entered into31, 2019 (Successor), and years ended December 31, 2018 and 2017 (Predecessor), we were party to a management agreement with NordicScandic American Tankers Ltd. "NAT,Shipping Ltd, or “Scandic”, a wholly owned subsidiary of NAT, for the provision of administrative services as requested by our managementservices. Scandic and in accordance with our objectives and policies as established and directed by our BoardNAT were related parties of Directors. All decisions of a material nature concerning our business are made by the Board of Directors. For services under the Management Agreement,ours, due to NAT’s ownership interest in the Company paid $100,000 for 2017, $100,000 for 2016 and $200,000 for 2015 and all directly attributable costs related toat the time, along with certain shared management personnel.
As a result of the Transaction, along with a subsequent reduction in NAT’s ownership interest in the Company, both NAT and Scandic are reimbursed. Forno longer deemed related parties. On May 1, 2019, the years ended December 31, 2017, 2016,Company tendered notice to NAT that it would terminate the management agreement with NAT upon the expiration of 180 days from the date of such notice (the “Transition Period”). The management agreement with NAT was terminated upon the expiration of the Transition Period on October 28, 2019.
Acquisition of AHTS Vessels and 2015, an aggregate of$2.3 million $2.2 million and $2.1 million, respectively, for such directly attributable costs were incurred which were included in General and Administrative Costs.

Crew Boats
In August 2014, NAT distributedApril 2019, as part of the Transaction (which is more fully described in "Item 4. Information on the Company - A. History and Development of the Company - Key Developments"), we acquired 13 vessels, including associated debt, consisting of two AHTS vessels and 11 crew boats from SOHI, a related party that is owned and controlled by certain members of the Lolli-Ghetti family, of which Mr. Emanuele Lauro, our Chairman and Chief Executive Officer, and Mr. Filippo Lauro, our Vice President, are members, in exchange for 8,126,219 common shares of the Company at approximately 700,000$2.78 per share for aggregate net consideration of its NAO shares to its shareholders as dividend-in-kind. All shareholders that held 500 or more NAT shares were eligible to receive NAO shares. Shareholders holding less than 500 NAT shares and fractional shares were compensated with a cash distribution.$22.6 million.
Equity Lines of Credit
In March 2017, NAT purchased 8,000,000 common shares in our underwritten following-on offering of common shares. Mr. Herbjørn Hansson, our Executive Chairman and director and his son Alexander purchased 1,600,000 common shares in the follow-on offering.  Other Executive management and advisors to the Company purchased an aggregate of 108,000 common shares in the follow-on offering.
44



On August 31, 2017, NAT paid a dividend, which included a cash dividend of $0.10 per share and a distribution of an aggregate of 4,024,745 common shares of NAO, which were owned by NAT.  Each of NAT's shareholders that held 250 or more of its common shares received one NAO common share per 24.4 NAT common shares, which we recognized at a cash value of $0.05 per share. Fractional shares were compensated by a cash dividend based on the closing price of NAO shares on the NYSE on July 20, 2017, which was $1.22. Each of NAT's shareholders that held 249 or fewer shares received an additional cash dividend of $0.05 per common share. Following this distribution and as of the date of this report, NAT owned 16.1% of the outstanding common shares of NAO.

Other related parties
In May 2015, our Board of Directors authorized a share repurchase program under which we may repurchase up to 2.5 million of our common shares. As of the date of this annual report, 1,172,774 shares have been repurchased under the program at an average price of $5.99 per share, of which 301,935 shares were purchased during the financial year ended December 31, 2016.  No shares were purchased during the financial year ended December 31, 2017. The repurchase program had a maturity of two years, expiring May 2017.
In February 2016, we completed the purchase of 1,571,749 of our own common shares in a private transaction at a purchase price of $4.50 per share.
Our Executive Chairman and High Seas AS, an entity related to our Executive Chairman, owned 2,223,233 common shares as of December 31, 2016, and increased its holdings to 8,204,240 shares after acquiring 5,981,007 shares during 2017. From the shares purchased during 2017, 1,600,000 were acquired in the underwritten public follow-on offering completed during March 2017.  All shares owned by High Seas AS and our Executive Chairman were acquired in the open market at the trading price, or in offerings at the same price as the other investors. High Seas AS does not hold any position in which it provides services to NAO, the position as Chairman held by Herbjørn Hansson is not due to the ownership through High Seas AS and no shares are transferred to High Seas AS as remuneration of Mr. Hansson.

In 2014,2019, we entered into an agreementInitial Equity Line of Credit, with an immediateSOI, a related party, and Mackenzie. SOI is owned and controlled by certain members of the Lolli-Ghetti family, member of which our Chairman and Chief Executive Officer, Mr. Emanuele Lauro, and our Vice President, Mr. Filippo Lauro, are members. The Initial Equity Line of Credit provided for $20 million to be available on demand to the useCompany in exchange for common shares of an asset for corporate and marketing activities. This agreement was terminated in the second quarterCompany priced at 0.94 multiplied by the then-prevailing 30-day trailing volume weighted average price. The issuances of 2017. The costcommon shares under the Initial Equity Line of this arrangement forCredit during the year ended December 31, 20162019 are described in "Item 5. Operating and 2015Financial Review and Prospects - B. Liquidity and Capital Resources - Equity Issuances and Equity Lines of Credit."
In December 2019, we reached an agreement to enter into a New Equity Line of Credit with SSH, a related party. The New Equity Line of Credit was $0.1executed in January 2020 and provides for $15 million to be available on demand to the Company in exchange for its common shares priced at 0.94 multiplied by the then-prevailing five-day trailing volume weighted average price. In March 2020, we issued 5,668,317 common shares to SSH for $0.88 per year,share under the New Equity Line of Credit for aggregate net proceeds of $5.0 million.
Administrative Services Agreement
On June 19, 2019, we entered into the Administrative Services Agreement with SSH for the provision of administrative staff and office space, and administrative services, including accounting, legal compliance, financial and information technology services. SSH is owned and controlled by certain members of the Lolli-Ghetti family, of which Mr. Emanuele Lauro, our Chairman and Chief Executive Officer, and Mr. Filippo Lauro, our Vice President, are includedmembers.
The Administrative Services Agreement is on substantially the same terms as the previous management agreement with NAT. Under the terms of the Administrative Services Agreement, we shall pay an annual fee of $10,000 per vessel (the "Fee") and will reimburse SSH for the reasonable direct or indirect expenses it incurs in Generalproviding the Company with the administrative services described above. The Fee was not payable to SSH as it pertains to the ten PSVs in the Company’s fleet during the Transition Period. The Administrative Services Agreement may be terminated by the Company upon 180 days' notice.
Commercial and Administrative costs. NoTechnical Management


51


Our AHTS vessels and crew boats are commercially managed by SCM and technically managed by SSM pursuant to a Master Agreement, which may be terminated by either party upon 24 months' notice, unless terminated earlier in accordance with its provisions. SSM and SCM are related parties of ours and are owned and controlled by certain members of the Lolli-Ghetti family of which Mr. Emanuele Lauro, our Chairman and Chief Executive Officer, and Mr. Filippo Lauro, our Vice President, are members. In the event of the sale of one or more vessels, a notice period of three months and a payment equal to three months of management fees will apply, provided that the termination does not amount to a change in control of the AHTS vessels or crew boats, including a sale of all or substantially all of the AHTS vessels or crew boats, in which case a payment equal to 24 months of management fees will apply.
Additional vessels in our fleet, or that we may acquire, may potentially also be managed under the Master Agreement, or on substantially similar terms, at some point in the future.
SCM’s services include securing employment, in the spot market and on time charters, for our AHTS vessels and crew boats. We pay SCM a management fee equal to 1.25% of gross revenues per charter fixture. SCM may subcontract these services to third parties pursuant to the Master Agreement.
SSM’s services include day-to-day vessel operations, performing general maintenance, monitoring regulatory and classification society compliance, customer vetting procedures, supervising the maintenance and general efficiency of vessels, arranging the hiring of qualified officers and crew, arranging and supervising drydocking and repairs, purchasing supplies, spare parts and new equipment for vessels, appointing supervisors and technical consultants and providing technical support. SSM may subcontract these services to third-parties pursuant to the Master Agreement. We pay SSM an annual fee of $156,000 per vessel for the AHTS vessels and an annual fee of $43,800 per vessel for the crew boats plus additional amounts for certain itemized services per vessel to provide technical management services for each of our AHTS vessels and crew boats.
The following table represents the related party transactions recorded in our statements of operations for the Predecessor and Successor periods:
  Successor

Predecessor
In thousands of U.S. dollarsApril 9 to December 31, 2019

January 1 to April 8, 2019 Year ended December 31, 2018 Year ended December 31, 2017
Vessel operating expense:



 
 

 Scorpio Ship Management SAM$576



 
 
Voyage expense:



 
 

Scorpio Commercial Management SAM82



 
 
General and administrative expense:



 
 

 Scorpio Services Holding Limited353



 
 

 Scorpio Commercial Management SAM69



 
 

 Scorpio Tankers Inc. (1)
33



 
 

 Nordic American Tankers Limited


$323
 $2,324
 $2,426
Total general and administrative expense:$455


$323
 $2,324
 $2,426
(1)    Relates to certain shared office expenses that were reimbursed to this entity.
The following table reflects the balances due to the related partyparties as of December 31, 2017, 2016 or 2015.2019 (Successor) and December 31, 2018 (Predecessor):


52


In thousands of U.S. dollarsDecember 31, 2019 (Successor)
December 31, 2018 (Predecessor)
Liabilities


Accounts payable, related party:



Scorpio Ship Management SAM$480

$

Scorpio Services Holding Limited265



Scorpio Commercial Management SAM165



Scorpio Offshore Holding Inc6



Nordic American Tankers Limited

492
Total accounts payable, related party:$916

$492

C.Interest of Experts and Counsel
Not applicableapplicable.
ITEM 8.
ITEM 8. FINANCIAL INFORMATION
A.Consolidated Statements and other Financial Information
See Item 18. Financial Statements
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See "Item 18. Financial Statements."
Legal Proceedings
To our knowledge, we are not currently a party to any lawsuit that, if adversely determined, would have a material adverse effect on our financial position, results of operations or liquidity. As such, we do not believe that pending legal proceedings, taken as a whole, should have any significant impact on our financial statements. From time to time in the future we may be subject to legal proceedings and claims in the ordinary course of business, principally personal injury and property casualty claims. While we expect that these claims would be covered by our existing insurance policies, those claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources. We have not been involved in any legal proceedings which may have, or have had, a significant effect on our financial position, results of operations or liquidity, nor are we aware of any proceedings that are pending or threatened which may have a significant effect on our financial position, results of operations or liquidity.
Dividend Policy
Our policyThe declaration and payment of dividends is subject at all times to declare quarterly dividends to shareholders as decided by the discretion of our Board of Directors. The dividend to shareholders could be higher than the non-U.S. GAAP measure adjusted net operatingtiming and amount of dividends, if any, depends on, among other things, our earnings, which is defined as income from vessel operations before depreciationfinancial condition, cash requirements and non-cash administrative charges, or the dividend to shareholders could be lower than the non-U.S. GAAP measure adjusted net operating earnings after reserves as the Board of Directors may from time to time determine are required, taking into account contingent liabilities, the covenants containedavailability, fleet renewal and expansion, restrictions in our Credit Facility, our other cash needs andloan agreements, the requirementsprovisions of Bermuda law.law affecting the payment of dividends and other factors.
No dividends were paid in the periods January 1, 2019 to April 8, 2019 (Predecessor) or April 9, 2019 to December 31, 2019 (Successor). Total dividends paid in the yearyears ended December 31, 2018 and 2017 were approximately $1.9 million and 2016 were $4.9 million, or $0.30 and $6.0 million or $0.08 and $0.28$0.80 per share, respectively. The Company declared a dividend of $0.02 per share in respect of the fourth quarter of 2017 to shareholders of record as of February 23, 2018 which was paid to shareholders on March 13, 2018.
B.Significant Changes
There have been no significant changes since the date of the consolidated financial statements included in this annual report.
ITEM 9.THE OFFER AND LISTING
A.Offer and Listing Details
Please see "—C. Markets" below.
B.Plan of Distribution
Not applicable except for Item 9. A.4. and Item 9.C.applicable.
Share History and C.Markets
Since June 12, 2014, the primary trading market for ourOur common shares hashave been traded on the NYSE on which our shares are listed under the symbol "NAO".
The following tables sets forth the high and low market prices for shares of our common stock as reported by the NYSE.
For the Year Ended: HIGH  LOW 
December 31, 2014* $20.40  $9.70 
December 31, 2015 $13.32  $4.34 
December 31, 2016 $5.69  $2.60 
December 31, 2017 $2.95  $0.87 

*For the period beginningsince June 12, 2014. These common shares are currently traded under the ticker symbol "PSV", and prior to June 7, 2019, were traded under the ticker symbol "NAO."
46D.Selling Shareholders

Not applicable.

E.Dilution

For the quarter ended: HIGH  LOW 
June 30, 2016 $5.69  $4.22 
September 30, 2016 $4.86  $3.50 
December 31, 2016 $3.75  $2.60 
March 31, 2017 $2.95  $1.05 
June 30, 2017 $1.25  $0.87 
September 30, 2017 $1.52  $1.14 
December 31, 2017 $1.54  $1.17 
March 31, 2018 $1.39  $1.10 

For the month: HIGH  LOW 
September 2017 $1.52  $1.38 
October 2017 $1.47  $1.27 
November 2017 $1.54  $1.23 
December 2017 $1.24  $1.17 
January 2018 $1.39  $1.20 
February 2018 $1.22  $1.18 
March 2018 $1.20  $1.10 
April 2018 $1.17  $1.04 
May 2018* $1.15  $1.12 

Not applicable.
* Through and including May 2, 2018.F.Expenses of the Issue
Not applicable.
ITEM 10.ADDITIONAL INFORMATION
ITEM 10.ADDITIONAL INFORMATION
A.Share Capital
Not applicable.
B.Memorandum and Articles of Continuance and Bye-lawsAssociation
Objects and Powers
As stated in our Memorandum of Continuance, the objects of the Company are unrestricted and it has the capacity, rights, powers and privileges of a natural person. The Bye-laws do not impose any limitations on the ownership rights of our shareholders.
Authorized capitalization
Under our Memorandum of Continuance our authorized share capital consists of 200,000,000350,000,000 common shares, par value $0.01 per share, of which 64,731,37031,330,232 common shares are issued and 61,986,847 outstanding and 31,604,684 are issued, as of the date of this annual report, and 50,000,000 preferred shares, par value $0.01 per share, of which none are issued and outstanding as of the date of this annual report. We have 2,744,523274,452 treasury shares as of the date of this annual report.


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Common shares
Each outstanding common share entitles the holder to one vote on all matters submitted to a vote of shareholders.  Subject to preferences that may be applicable to any outstanding preferred shares, holders of common shares are entitled to receive ratably all dividends, if any, declared by our Board of Directors out of funds legally available for dividends.  Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stockshares having liquidation preferences, if any, the holders of our common shares are entitled to receive pro rata our remaining assets available for distribution.  Holders of common shares do not have conversion, redemption or pre-emptive rights to subscribe to any of our securities.  The rights, preferences and privileges of holders of our common shares are subject to the rights of the holders of any preferred shares, which we may issue in the future.
47



Preferred shares
The Bye-laws authorize our Board of Directors to establish one or more series of preferred shares and to determine, with respect to any series of preferred shares, the terms and rights of that series, including:
·the designation of the series;
·the number of shares of the series;
·the preferences and relative, participating, option or other special rights, if any, and any qualifications, limitations or restrictions of such series; and
·the voting rights, if any, of the holders of the series.
Directors
Our directors are elected by a simple majority of the votes cast by shareholders entitled to vote.vote at a general meeting of shareholders.  There is no provision for cumulative voting.
The Bye-laws require our Board of Directors to consist of at least one member. Our Board of Directors currently consists of five membersseven members. In addition, there currently is one casual vacancy on the Board, created by Mr. Workman's resignation, which the Board has not yet filled. The Bye-laws may be amended by a simple majority of the votes cast by shareholders entitled to vote.vote at a general meeting of shareholders.
Directors are elected annually on a staggered basis, and each shall serve for a three year term and until his or her successor shall have been duly elected and qualified, except in the event of his or her death, resignation, removal, or the earlier termination of his or her term of office.  Our Board of Directors has the authority to fix the amounts which shall be payable to the members of the Board of Directors for attendance at any meeting or for services rendered to us.
Shareholder meetings
Under the Bye-laws, annual general meetings of the Companyour shareholders will be held at a time and place selected by our Board of Directors and special general meetings of our shareholders may be called at any time by our Board of Directors, provided that at least 5five days' notice is given of a meeting (other than an adjourned meeting), as required by the Companies Act, unless shorter notice is agreed by all shareholders entitled to attend and vote at an annual general meeting or by those shareholders holding not less than 95% of the nominal value of the shares giving a right to attend and vote at a special general meeting. The meetings arecan be held in or outside of Bermuda. Our Board of Directors may fix any date as the record date for the purpose of identifying the persons entitled to receive notices of any general meeting. Any such record date may be on or at any time before or after any date on which such notice is dispatched.   One or more shareholders representing at least one-third of the total voting rights of our total issued and outstanding shares present in person or by proxy at a shareholder meeting shall constitute a quorum for the purposes of the meeting.
Dissenters' rights of appraisal and payment
Under the Companies Act, in the event of an amalgamation or a merger of a Bermuda company with another company or corporation, a shareholder of the Bermuda company who did not vote in favor of the amalgamation or merger and is not satisfied that fair value has been offered for such shareholder's shares may, within one month of notice of the annual or special general meeting, apply to the Supreme Court of Bermuda to appraise the fair value of those shares.
48


55


Shareholders' derivative actions
Under the Companies Act, any of our shareholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the shareholder bringing the action is a holder of common shares both at the time the derivative action is commenced and at the time of the transaction to which the action relates.
Limitations on liability and indemnification of officers and directors
The Companies Act authorizes companies to limit or eliminate the personal liability of directors and officers to companies and their shareholders for monetary damages for breaches of directors' fiduciary dutiesduties. The Bye-laws include a provision that eliminates the personal liability of directors for monetary damages for actions taken as a director to the fullest extent permitted by law.
The limitation of liability and indemnification provisions in the Bye-laws may discourage shareholders from bringing a lawsuit against our directors for breach of their fiduciary duty.  These provisions may also have the effect of reducing the likelihood of derivative litigation against our directors and officers, even though such an action, if successful, might otherwise benefit us and our shareholders.  In addition, yourshareholders' investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our directors and officers pursuant to these indemnification provisions.
ThereTo our knowledge, there is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.
Anti-takeover effect of certain provisions of the Bye-laws
Several provisions of the Bye-laws, which are summarized below, may have anti-takeover effects.  These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our Board of Directors to maximize shareholder value in connection with any unsolicited offer to acquire us.  However, these anti-takeover provisions, which are summarized below, could also discourage, delay or prevent (1) the merger or acquisition of us by means of a tender offer, a proxy contest or otherwise that a shareholder may consider in its best interest and (2) the removal of incumbent officers and directors.
Blank check preferred shares
Under the terms of the Bye-laws, our Board of Directors has the authority, without any further vote or action by our shareholders, to issue up to 50,000,000 shares of blank check preferred shares.  Our Board of Directors may issue preferred shares on terms calculated to discourage, delay or prevent a change of control of us or the removal of our management and might harm the market price of our common shares.  We have no current plans to issue any preferred shares.
Election and removal of directors
The Bye-laws require parties other than members of the Board of Directors to give advance written notice of nominations for the election of directors. The Bye lawsBye-laws also provide that our directors may be removed for cause upon the affirmative vote of not less than two-thirds of the outstanding common shares entitled to vote for those directors.  These provisions may discourage, delay or prevent the removal of incumbent officers and directors.
49



Limited actions by shareholders
The Bye-laws provide that any action required or permitted to be taken by our shareholders must be effected at an annual or special general meeting of the Company or by the unanimous written resolution of our shareholders.  The Bye-laws provide that, save for the ability of shareholders holding not less than 10% of the paid-up capital of the Company carrying the right of voting at general meetings of the Company to requisition the Board of Directors to convene a special general meeting, as set out in the Companies Act, only our Board of Directors may call special general meetings of the Company and the business transacted at the special general meeting is limited to the purposes stated in the notice.  Accordingly, save in the circumstances described above, a shareholder will be prevented from calling a special meeting for shareholder consideration of a proposal unless scheduled by our Board of Directors and shareholder consideration of a proposal may be delayed until the next annual general meeting of the Company.
Advance notice requirements for shareholder proposals and director nominations


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The Bye-laws provide that shareholders seeking to nominate candidates for election as directors or to bring business before an annual general meeting of the Companyshareholders must provide timely notice of their proposal in writing to the office of the corporate secretary.secretary of the Company.  Generally, to be timely, a shareholder's notice must be received at our registered office not less than 120 days nor more than 180 days prior to the one-year anniversary of the immediately preceding annual general meeting of shareholders. The Bye-laws also specify requirements as to the form and content of a shareholder's notice.  These provisions may impede shareholders' ability to bring matters before an annual general meeting of the Company or make nominations for directors at an annual general meeting of the Company.shareholders.
Classified Board of Directors
As described above, the Bye-laws provide for the division of our Board of Directors into three classes of directors, with each class as nearly equal in number as possible, serving staggered three yearthree-year terms beginning on the expiration of the initial term for each class.  Accordingly, approximately one-third of our Board of Directors will be elected each year.  This classified board provision could discourage a third party from making a tender offer for our shares or attempting to obtain control of us.  It could also delay shareholders who do not agree with the policies of our Board of Directors from removing a majority of our Board of Directors for two years.
Business combinations
Although the Companies Act does not contain specific provisions regarding "business combinations" between companies incorporated under the laws of Bermuda and "interested shareholders," we have included these provisions in our Bye-laws.  Specifically, our Bye-laws prohibit us from engaging in a "business combination" with certain persons for three years following the date the person becomes an interested shareholder. Interested shareholders generally include:
·any person who is the beneficial owner of 15% or more of our outstanding voting shares; or
·any person who is our affiliate or associate and who held 15% or more of our outstanding voting shares at any time within three years before the date on which the person's status as an interested shareholder is determined, and the affiliates and associates of such person.
Subject to certain exceptions, a business combination includes, among other things:
·certain amalgamations, mergers or consolidations of us or any direct or indirect majority-owned subsidiary of ours;
50any sale, lease, exchange, mortgage, pledge, transfer or other disposition of our assets or of any subsidiary of ours having an aggregate market value equal to 10% or more of either the aggregate market value of all of our assets, determined on a combined basis, or the aggregate value of all of our outstanding shares;

certain transactions that result in the issuance or transfer by us of any shares of ours to the interested shareholder;

any transaction involving us or any of our subsidiaries that has the effect of increasing the proportionate share of any class or series of shares, or securities convertible into any class or series of shares, of ours or any such subsidiary that is owned directly or indirectly by the interested shareholder or any affiliate or associate of the interested shareholder; and

·any sale, lease, exchange, mortgage, pledge, transfer or other disposition of our assets or of any subsidiary of ours having an aggregate market value equal to 10% or more of either the aggregate market value of all of our assets, determined on a combined basis, or the aggregate value of all of our outstanding shares;
·certain transactions that result in the issuance or transfer by us of any shares of ours to the interested shareholder;
·any transaction involving us or any of our subsidiaries that has the effect of increasing the proportionate share of any class or series of shares, or securities convertible into any class or series of shares, of ours or any such subsidiary that is owned directly or indirectly by the interested shareholder or any affiliate or associate of the interested shareholder; and
·any receipt by the interested shareholder of the benefit directly or indirectly (except proportionately as a shareholder) of any loans, advances, guarantees, pledges or other financial benefits provided by or through us.
These provisions of the Bye-laws do not apply to a business combination if:
before a person became an interested shareholder, our Board of Directors approved either the business combination or the transaction in which the shareholder became an interested shareholder;
upon consummation of the transaction which resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of our voting shares outstanding at the time the transaction commenced, other than certain excluded shares;
at or following the transaction in which the person became an interested shareholder, the business combination is approved by our Board of Directors and authorized at an annual or special meeting of shareholders, and not


57


by written consent, by the affirmative vote of the holders of at least two-thirds of our outstanding voting shares that are not owned by the interested shareholder;
the shareholder was or became an interested shareholder prior to the closing of our initial public offering;
a shareholder became an interested shareholder inadvertently and (i) as soon as practicable divested itself of ownership of sufficient shares so that the shareholder ceased to be an interested shareholder; and (ii) would not, at any time within the three-year period immediately prior to a business combination between us and such shareholder, have been an interested shareholder but for the inadvertent acquisition of ownership; or
the business combination is proposed prior to the consummation or abandonment of and subsequent to the earlier of the public announcement or the notice required under our amended and restated Bye-laws which (i) constitutes one of the transactions described in the following sentence; (ii) is with or by a person who either was not an interested shareholder during the previous three years or who became an interested shareholder with the approval of the Board of Directors; and (iii) is approved or not opposed by a majority of the members of the Board of Directors then in office (but not less than one) who were directors prior to any person becoming an interested shareholder during the previous three years or were recommended for election or elected to succeed such directors by a majority of such directors.  The proposed transactions referred to in the preceding sentence are limited to:
·before a person became an interested shareholder, our Board of Directors approved either the business combination or the transaction in which the shareholder became an interested shareholder;
·upon consummation of the transaction which resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of our voting shares outstanding at the time the transaction commenced, other than certain excluded shares;
·at or following the transaction in which the person became an interested shareholder, the business combination is approved by our Board of Directors and authorized at an annual or special meeting of shareholders, and not by written consent, by the affirmative vote of the holders of at least two-thirds of our outstanding voting shares that is not owned by the interest shareholder;
·the shareholder was or became an interested shareholder prior to the closing of our IPO;
·a shareholder became an interested shareholder inadvertently and (i) as soon as practicable divested itself of ownership of sufficient shares so that the shareholder ceased to be an interested shareholder; and (ii) would not, at any time within the three-year period immediately prior to a business combination between us and such shareholder, have been an interested shareholder but for the inadvertent acquisition of ownership; or
51



·the business combination is proposed prior to the consummation or abandonment of and subsequent to the earlier of the public announcement or the notice required under our amended and restated articles of incorporation which (i) constitutes one of the transactions described in the following sentence; (ii) is with or by a person who either was not an interested shareholder during the previous three years or who became an interested shareholder with the approval of the board; and (iii) is approved or not opposed by a majority of the members of the Board of Directors then in office (but not less than one) who were directors prior to any person becoming an interested shareholder during the previous three years or were recommended for election or elected to succeed such directors by a majority of such directors.  The proposed transactions referred to in the preceding sentence are limited to:
oan amalgamation, merger or consolidation involving us (except for an amalgamation or merger in respect of which, pursuant to the Companies Act, no vote of our shareholders is required);
o
a sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), whether as part of a dissolution or otherwise, of our assets or those of any direct or indirect majority-owned subsidiary of ours (other than to any direct or indirect wholly owned subsidiary or to us) having an aggregate market value equal to 50% or more of either the aggregate market value of all of our assets determined on a consolidated basis or the aggregate market value of all the outstanding shares; or
o
a proposed tender or exchange offer for 50% or more of our outstanding voting shares.
Dividend Reinvestment and Direct Stock Purchase Plan
We have a Dividend Reinvestment and Direct Stock Purchase Plan for 1,500,000 common shares to allow existing shareholders to purchase additional common shares by reinvesting all or a portion of the dividends paid on their common stock and by making optional cash investments and new investors to enter into the plan by making an initial investment. As at December 31, 2017 and as of the date of this annual report no shares were issued pursuant to the plan. We currently have a post-effective amendment reflecting the Redomiciliation to a registration statement on Form F-3 (Registration No. 333-208592) filed with and declared effective by the SEC in connection with the Dividend Reinvestment and Direct Stock Purchase Plan.
Listing
Our common shares are listed on the NYSE under the symbol "NAO."
Transfer Agent
The registrar and transfer agent for our common shares is Computershare Trust Company, N.A.
C.Material Contracts
Attached as exhibitsWe refer you to this annual report are"Item 5. Operating and Financial Review and Prospects - B. Liquidity and Capital Resources - Our Borrowing Activities" and "Item 4. Information on the Company - B. Business Overview - Company Management” for a discussion of the contracts that we consider to be both material and outside the ordinary course of business during the two-year period immediately preceding the date of this annual report. For a descriptionCertain of our Credit Facility, please see Item 5. Operating and Financial Review and Prospects-B. Liquidity and Capital Resources-Credit Facility. For a descriptionthese material agreements that are to be performed in whole or in part at or after the date of our Management Agreement with Nordic American Tankers Ltd., please see Item 4. Information on the Company - Company Management.this annual report are attached as exhibits to this annual report.
Other than as set forth above, we have not entered into any material contracts outside the ordinary course of business during the past two years.
52D.



D. Exchange Controls
The Company has been designated as a non-resident of Bermuda for exchange control purposes by the Bermuda Monetary Authority.
The Company's common shares are currently listed on an appointed stock exchange. For so long as the Company's shares are listed on an appointed stock exchange the transfer of shares between persons regarded as resident outside Bermuda for exchange control purposes and the issuance of common shares to or by such persons may be effected without specific consent under the Bermuda Exchange Control Act of 1972 and regulations made thereunder. Issues and transfers of common shares between any person regarded as resident in Bermuda and any person regarded as non-resident for exchange control purposes require specific prior approval under the Bermuda Exchange Control Act of 1972 unless such common shares are listed on an appointed stock exchange.


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Subject to the foregoing, there are no limitations on the rights of owners of shares in the Company to hold or vote their shares. Because the Company has been designated as non-resident for Bermuda exchange control purposes, there are no restrictions on its ability to transfer funds in and out of Bermuda or to pay dividends to United States residents who are holders of common shares, other than in respect of local Bermuda currency.
In accordance with Bermuda law, share certificates may be issued only in the names of those with legal capacity. In the case of an applicant acting in a special capacity (for example, as an executor or trustee), certificates may, at the request of the applicant, record the capacity in which the applicant is acting. Notwithstanding the recording of any such special capacity, the Company is not bound to investigate or incur any responsibility in respect of the proper administration of any such estate or trust.
The Company will take no notice of any trust applicable to any of its shares or other securities whether or not it had notice of such trust.
As an "exempted company," the Company is exempt from Bermuda laws which restrict the percentage of share capital that may be held by non-Bermudians, but as an exempted company, the Company may not participate in certain business transactions including: (i) the acquisition or holding of land in Bermuda except for (a) land required for its business by way of lease for a term not exceeding 50 years, and (b) land by way of lease for a term not exceeding 21 years in order to provide accommodation or recreational facilities for its officers and employees, or otherwise, with the express authorization of the MinistersMinister of Economic DevelopmentFinance of Bermuda; (ii) the taking of mortgages on land in Bermuda to secure an amount in excess of $50,000 without the consent of the Minister of Economic DevelopmentFinance of Bermuda, land by way of lease for a term not exceeding 21 years in order to provide accommodation or recreational facilities for its officers and employees;Bermuda; (iii) the acquisition of securities created or issued by, or any interest in, any local company or business, other than certain types of Bermuda government securities or securities of another "exempted company, exempted partnership or other corporation or partnership resident in Bermuda but incorporated abroad"; or (iv) the carrying on of business of any kind in Bermuda, except in so far as may be necessary for the carrying on of its business outside Bermuda or under a license granted by the Minister of Economic DevelopmentFinance of Bermuda.
The Bermuda government actively encourages foreign investment in "exempted" entities like the Company that are based in Bermuda but do not operate in competition with local business. In addition to having no restrictions on the degree of foreign ownership, the Company is subject neither to taxes on its income or dividends nor to any exchange controls in Bermuda other than outlined above. In addition, there is no capital gains tax in Bermuda, and profits can be accumulated by the Company, as required, without limitation.  For more information, please see Item"Item 10. Additional Information —E.Information—E. Taxation—Bermuda Tax Considerations."
53E.Taxation



E. TaxationIn the opinion of MJM Limited, our Bermuda counsel, the following are the material Bermuda tax consequences of the ownership of common shares.
Under current Bermuda law, there are no taxes on profits, income or dividends nor is there any capital gains tax.  Furthermore, the Company has received from the Minister of Finance of Bermuda under the Exempted Undertakings Tax Protection Act of 1966, as amended, an undertaking that, in the event that Bermuda enacts any legislation imposing tax computed on profits or income, or computed on any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax, then the imposition of any such tax shall not be applicable to the Company or to any of its operations, or the common shares, debentures or other obligations of the Company, until March 31, 2035.  This undertaking does not, however, prevent the imposition of any such tax or duty on such persons as are ordinarily resident in Bermuda and holding such shares, debentures or obligations of the Company or of property taxes on Company-owned real property or leasehold interests in Bermuda.
The United States does not have a comprehensive income tax treaty with Bermuda. However, Bermuda has legislation in place (U.S.A. – Bermuda Tax Convention Act 1986) which authorizes the enforcement of certain obligations of Bermuda pursuant to the Convention Between The Government Of The United Kingdom of Great Britain And Northern Ireland (On Behalf Of The Government Of Bermuda) And The Government Of The United States Of America Relating To The Taxation Of Insurance Enterprises And Mutual Assistance In Tax Matters entered into on 11 July 1986 (the(the "Convention"). Article 5 of the Convention states that the U.S.A. and Bermuda "shall provide assistance as appropriate in carrying out the laws of the respective covered jurisdictions (Bermuda and U.S.A.) relating to the prevention of tax fraud and the evasion of taxes. In addition, the competent authorities shall, through consultations, develop appropriate


59


conditions, method,methods, and techniques for providing, and shall thereafter provide, assistance as appropriate in carrying out the fiscal laws of the respective covered jurisdictions other than those relating to tax fraud and the evasion of taxes."
U.S. Federal Income Tax Considerations
In the opinion of Seward & Kissel, LLP, our U.S. counsel, the following are the material U.S. federal income tax consequences of the ownership of common shares to U.S. Holders and Non-U.S. Holders, each as defined below.  The following discussion of U.S. federal income tax matters is based on the U.S. Internal Revenue Code of 1986, as amended, or the Code, judicial decisions, administrative pronouncements, and existing and proposed regulations issued by the U.S. Department of the Treasury, or the Treasury Regulations, all of which are subject to change, possibly with retroactive effect.  The discussion below is based, in part, on the description of our business as described in this annual report and assumes that we conduct our business as described herein.  This discussion applies only to investors that hold our commons shares as a capital asset and not to all categories of investors to which special rules may apply.  All investors are urged to consult their own tax advisors with respect to the ownership of our common shares.
U.S. Federal Income Taxation of the Company
We are not currently subject to any U.S. federal income tax on our income.  However, in the future we may directly or through a subsidiary conduct activitiesactivity which would give rise to U.S.-source income.  Depending on the nature of those activities, we may be subject to U.S. federal income tax on all or a portion of the income from such activities.
Gain on Sale of Vessels
We will not be subject to U.S. federal income taxation with respect to gain realized on a sale of a vessel, provided the sale is considered to occur outside of the United States under U.S. federal income tax principles.  In general, a sale of a vessel will be considered to occur outside of the United States for this purpose if title to the vessel, and risk of loss with respect to the vessel, pass to the buyer outside of the United States.  It is expected that any sale of a vessel by us will be considered to occur outside of the United States.
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U.S. Federal Income Taxation of U.S. Holders
As used herein, the term "U.S. Holder" means a holder that for U.S. federal income tax purposes is a beneficial owner of common shares and is an individual U.S. citizen or resident, a U.S. corporation or other U.S. entity taxable as a corporation, an estate the income of which is subject to U.S. federal income taxation regardless of its source, or a trust if a court within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust.
If a partnership holds our common shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner in a partnership holding our common shares, you are encouraged to consult your tax advisor.
Distributions
Subject to the discussion of passive foreign investment companies below, any distributions made by the Company with respect to its common shares to a U.S. Holder will generally constitute dividends, which may be taxable as ordinary income or "qualified dividend income" as described in more detail below, to the extent of the Company's current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of the Company's earnings and profits will be treated first as a non-taxable return of capital to the extent of the U.S. Holder's tax basis in his common shares on a dollar-for-dollar basis and thereafter as capital gain. Because the Company is not a U.S. corporation, U.S. Holders that are corporations will generally not be entitled to claim a dividends-received deduction with respect to any distributions they receive from the Company. Dividends paid with respect to our common shares will generally be treated as foreign source dividend income and will generally constitute "passive category income" for purposes of computing allowable foreign tax credits for U.S. foreign tax credit purposes.
Dividends paid to a U.S. Holder which is an individual, trust, or estate, referred to herein as a "U.S. Non-Corporate Holder," will generally be treated as "qualified dividend income" that is taxable to U.S. Holders at preferential U.S. federal income tax rates, provided that (1) the common shares are readily tradable on an established securities market in the United States (such as the NYSE on which the common shares are listed); (2) the Company is not a passive foreign investment company for the taxable year during which the dividend is paid or the immediately preceding taxable year (which the Company does not believe it is, has been or will be); (3) the U.S. Non-Corporate Holder has


60


owned the common shares for more than 60 days in the 121-day period beginning 60 days before the date on which the common shares become ex-dividend; and (4) the U.S. Non-Corporate Holder is not under an obligation (whether pursuant to a short sale or otherwise) to make payments with respect to positions in substantially similar or related property.  There is no assurance that any dividends paid on our common shares will be eligible for these preferential rates in the hands of a U.S. Non-Corporate Holder. Any dividends paid by the Company which are not eligible for these preferential rates will be taxed as ordinary income to a U.S. Non-Corporate Holder.
Special rules may apply to any "extraordinary dividend" (generally,- generally, a dividend in an amount which is equal to or in excess of 10% of a shareholder's adjusted tax basis (or fair market value in certain circumstances) or dividends received within a one-year period that, in the aggregate, equal or exceed 20% of a shareholder's adjusted tax basis (or fair market value upon the shareholder's election) in a common share)share - paid by us. If we pay an "extraordinary dividend" on our common shares that is treated as "qualified dividend income" to a non-corporate U.S. Holder, then any loss derived by such non-corporate U.S. Holders from the sale or exchange of such common shares will be treated as long-term capital loss to the extent of such dividend.
55



Sale, Exchange or Other Disposition of Common Shares
Assuming we do not constitute a passive foreign investment company for any taxable year, a U.S. Holder generally will recognize taxable gain or loss upon a sale, exchange or other disposition of our common shares in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder's tax basis in such shares.  Such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder's holding period is greater than one year at the time of the sale, exchange or other disposition.  Such capital gain or loss will generally be treated as U.S. source income or loss, as applicable, for U.S. foreign tax credit purposes.  Long-term capital gains of certain non-corporate U.S. Holders are currently eligible for reduced rates of taxation.  A U.S. Holder's ability to deduct capital losses is subject to certain limitations.
PFIC Status and Significant Tax Consequences
Special U.S. federal income tax rules apply to a U.S. Holder that holds stock in a foreign corporation classified as a passive foreign investment company or a "PFIC",("PFIC") for U.S. federal income tax purposes. In general, the Company will be treated as a PFIC with respect to a U.S. Holder if, for any taxable year in which such holder held the Company's common shares, either:
·at least 75% of the Company's gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business), or
·at least 50% of the average value of the assets held by the Company during such taxable year produce, or are held for the production of, such passive income.
For purposes of determining whether the Company is a PFIC, the Company will be treated as earning and owning its proportionate share of the income and assets, respectively, of any of its subsidiary corporations in which it owns at least 25% of the value of the subsidiary's stock. Income earned, or deemed earned, by the Company in connection with the performance of services would not constitute passive income. By contrast, rental income would generally constitute passive income unless the Company is treated under specific rules as deriving its rental income in the active conduct of a trade or business.
Based on the Company's current operations and future projections, the Company does not believe that it is, nor does it expect to become, a PFIC with respect to any taxable year. Although there is no legal authority directly on point, the Company's belief is based principally on the position that, for purposes of determining whether the Company is a PFIC, the gross income the Company derives or is deemed to derive from the time chartering and spot chartering activities of its wholly-owned subsidiaries should constitute services income, rather than rental income. Correspondingly, the Company believes that such income does not constitute passive income, and the assets that the Company or its wholly-owned subsidiaries own and operate in connection with the production of such income, in particular, the vessels, do not constitute assets that produce or are held for the production of passive income for purposes of determining whether the Company is a PFIC.  The Company believes there is substantial legal authority supporting its position consisting of case law and Internal Revenue Service, or the "IRS", pronouncements concerning the characterization of income derived from time charters and spot charters as services income for other tax purposes. However, there is also authority which characterizes time charter income as rental income rather than services income


61


for other tax purposes.  It should be noted that in the absence of any legal authority specifically relating to the statutory provisions governing PFICs, the IRS or a court could disagree with the Company's position. In addition, although the Company intends to conduct its affairs in a manner to avoid being classified as a PFIC with respect to any taxable year, there can be no assurance that the nature of its operations will not change in the future.
56



As discussed more fully below, if the Company were to be treated as a PFIC for any taxable year, a U.S. Holder would be subject to different U.S. federal income taxation rules depending on whether the U.S. Holder makes an election to treat the Company as a "Qualified Electing Fund," which election is referred to as a "QEF Election." As discussed below, as an alternative to making a QEF Election, a U.S. Holder should be able to make a "mark-to-market" election with respect to the common stock, which election is referred to as a "Mark-to-Market Election". If the Company were to be treated as a PFIC, a U.S. Holder would be required to file IRS Form 8621 to report certain information regarding the Company.
Taxation of U.S. Holders Making a Timely QEF Election
If a U.S. Holder makes a timely QEF Election, which U.S. Holder is referred to as an "Electing Holder", the Electing Holder must report each year for U.S. federal income tax purposes his pro rata share of the Company's ordinary earnings and net capital gain,gains, if any, for the Company's taxable year during which it is a PFIC that ends with or within the taxable year of the Electing Holder, regardless of whether or not distributions were received by the Electing Holder from the Company. The Electing Holder's adjusted tax basis in the common stock will be increased to reflect amounts included in the Electing Holder's income.  Distributions received by an Electing Holder that had been previously taxed will result in a corresponding reduction in the adjusted tax basis in the common stock and will not be taxed again once distributed. An Electing Holder would not, however, be entitled to a deduction for its pro rata share of any losses that the Company incurs with respect to any taxable year. An Electing Holder would generally recognize capital gain or loss on the sale, exchange or other disposition of the common stock. A U.S. Holder would make a timely QEF Election for our common shares by filing IRS Form 8621 with such holder's U.S. federal income tax return for the first year in which such holder held such shares when the Company was a PFIC. If the Company determines that it is a PFIC for any taxable year, it will provide each U.S. Holder with all necessary information in order to make the QEF Election described above.
Taxation of U.S. Holders Making a Mark-to-Market Election
Alternatively, if the Company were to be treated as a PFIC for any taxable year and, as anticipated, the common shares are treated as "marketable stock," a U.S. Holder would be allowed to make a Mark-to-Market Election with respect to the Company's common shares. If that election is made, the U.S. Holder generally would include as ordinary income in each taxable year the excess, if any, of the fair market value of the common shares at the end of the taxable year over such holder's adjusted tax basis in the common stock. The U.S. Holder would also be permitted an ordinary loss in respect of the excess, if any, of the U.S. Holder's adjusted tax basis in the common shares over their fair market value at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the Mark-to-Market Election. A U.S. Holder's tax basis in his common shares would be adjusted to reflect any such income or loss amount. Gain realized on the sale, exchange or other disposition of the common shares would be treated as ordinary income, and any loss realized on the sale, exchange or other disposition of the common shares would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included by the U.S. Holder.
Taxation of U.S. Holders Not Making a Timely QEF Election or Mark-to-Market Election
Finally, if the Company were to be treated as a PFIC for any taxable year, a U.S. Holder who does not make either a QEF Election or a Mark-to-Market Election for that year, whom is referred to as a "Non-Electing Holder", would be subject to special U.S. federal income tax rules with respect to (1) any excess distribution (i.e., the portion of any distributions received by the Non-Electing Holder on the common shares in a taxable year in excess of 125% of the average annual distributions received by the Non-Electing Holder in the three (3) preceding taxable years, or, if shorter, the Non-Electing Holder's holding period for the common shares), and (2) any gain realized on the sale, exchange or other disposition of the common stock. Under these special rules:
·the excess distribution or gain would be allocated ratably over the Non-Electing Holder's aggregate holding period for the common stock;
57


·the amount allocated to the current taxable year and any taxable years before the Company became a PFIC would be taxed as ordinary income; and

·62

the amount allocated to the current taxable year and any taxable years before the Company became a PFIC would be taxed as ordinary income; and
the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed tax deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.
If a Non-Electing Holder who is an individual dies while owning the common shares, such holder's successor generally would not receive a step-up in tax basis with respect to such shares.
U.S. Federal Income Taxation of "Non-U.S. Holders"
As used herein, the term "Non-U.S. Holder" means a holder that, for U.S. federal income tax purposes, is a beneficial owner of common shares (other than a partnership) that is not a U.S. Holder.
If a partnership holds our common shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership.  If you are a partner in a partnership holding our common shares, you are encouraged to consult your tax advisor.
Dividends on Common Shares
A Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on dividends received from us with respect to our common shares, unless that income is effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States.  In general, if the Non-U.S. Holder is entitled to the benefits of an applicable U.S. income tax treaty with respect to those dividends, that income is taxable only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States.
Sale, Exchange or Other Disposition of Common Shares
A Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on any gain realized upon the sale, exchange or other disposition of our common shares, unless:
(1)the gain is effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States; in general, in the case of a Non-U.S. Holder entitled to the benefits of an applicable U.S. income tax treaty with respect to that gain, that gain is taxable only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States; or
(2)the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met.
Income or Gains Effectively Connected with a U.S. Trade or Business
If the Non-U.S. Holder is engaged in a U.S. trade or business for U.S. federal income tax purposes, dividends on the common shares and gaingains from the sale, exchange or other disposition of the shares, that is effectively connected with the conduct of that trade or business (and, if required by an applicable U.S. income tax treaty, is attributable to a U.S. permanent establishment), will generally be subject to regular U.S. federal income tax in the same manner as discussed in the previous section relating to the taxation of U.S. Holders.  In addition, in the case of a corporate Non-U.S. Holder, its earnings and profits that are attributable to the effectively connected income, which are subject to certain adjustments, may be subject to an additional U.S. federal branch profits tax at a rate of 30%, or at a lower rate as may be specified by an applicable U.S. income tax treaty.
58



Backup Withholding and Information Reporting
In general, dividend payments, or other taxable distributions, and the payment of gross proceeds on a sale or other disposition of our common shares, made within the United States to a non-corporate U.S. Holder will be subject to information reporting.  Such payments or distributions may also be subject to backup withholding if the non-corporate U.S. Holder:
(1)fails to provide an accurate taxpayer identification number;
(2)is notified by the IRS that it has have failed to report all interest or dividends required to be shown on its U.S. federal income tax returns; or


63


(3)in certain circumstances, fails to comply with applicable certification requirements.
Non-U.S. Holders may be required to establish their exemption from information reporting and backup withholding with respect to dividend payments or other taxable distributions on our common shares by certifying their status on an applicable IRS Form W-8. If a Non-U.S. Holder sells our common shares to or through a U.S. office of a broker, the payment of the proceeds is subject to both U.S. backup withholding and information reporting unless the Non-U.S. Holder certifies that it is a non-U.S. person, under penalties of perjury, or it otherwise establishes an exemption. If a Non-U.S. Holder sells our common shares through a non-U.S. office of a non-U.S. broker and the sales proceeds are paid outside the United States, then information reporting and backup withholding generally will not apply to that payment. However, U.S. information reporting requirements, but not backup withholding, will apply to a payment of sales proceeds, even if that payment is made outside the United States, if a Non-U.S. Holder sells our common shares through a non-U.S. office of a broker that is a U.S. person or has some other contacts with the United States. Such information reporting requirements will not apply, however, if the broker has documentary evidence in its records that the Non-U.S. Holder is not a U.S. person and certain other conditions are met, or the Non-U.S. Holder otherwise establishes an exemption.
Backup withholding is not an additional tax.  Rather, a refund may generally be obtained of any amounts withheld under backup withholding rules that exceed the taxpayer's U.S. federal income tax liability by filing a timely refund claim with the IRS.
Individuals who are U.S. Holders (and to the extent specified in applicable Treasury Regulations, Non-U.S. Holders and certain U.S. entities) who hold "specified foreign financial assets" (as defined in Section 6038D of the Code) are required to file IRS Form 8938 with information relating to the asset for each taxable year in which the aggregate value of all such assets exceeds $75,000 at any time during the taxable year or $50,000 on the last day of the taxable year (or such higher dollar amount as prescribed by applicable Treasury Regulations).  Specified foreign financial assets would include, among other assets, our common shares, unless the common shares are held in an account maintained with a U.S. financial institution.  Substantial penalties apply to any failure to timely file IRS Form 8938, unless the failure is shown to be due to reasonable cause and not due to willful neglect.  Additionally, in the event an individual U.S. Holder (and to the extent specified in applicable Treasury Regulations, a Non-U.S. Holder or a U.S. entity) that is required to file IRS Form 8938 does not file such form, the statute of limitations on the assessment and collection of U.S. federal income taxes of such holder for the related tax year may not close until three years after the date that the required information is filed. U.S. Holders (including U.S. entities) and Non-U.S. Holders are encouraged to consult their own tax advisors regarding their reporting obligations in respect of our common shares.
Other Tax Considerations
In addition to the tax consequences discussed above, we may be subject to tax in one or more other jurisdictions where we conduct activities.  The amount of any such tax imposed upon our operations may be material.
59F.



F. Dividends and Paying Agents
Not applicable.
G.Statement by Experts
Not applicable.
H.Documents on Display
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended.amended, or the Exchange Act. In accordance with these requirements we file reports and other information with the SEC. These materials, including this annual report and the accompanying exhibits may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, NE, Room 1580, Washington, D.C. 20549.  The SEC maintains a website (http:are available from http://www.sec.gov) that contains reports, proxy and information statements and other information that we and other registrants have filed electronically with the SEC.www.sec.gov. Our filings are also available on our website at www.nao.bm.www.hermitage-offshore.com. This web address is provided as an inactive textual reference only. Information contained on our website does not constitute part of this annual report.


64


Shareholders may also request a copy of our filings at no cost, by writing or telephoning us at the following address:
Nordic AmericanHermitage Offshore Services Ltd.
LOM Building
27 Reid Street
Hamilton HM 11
Bermuda
Tel:  +1 441 298 3535
Fax:  +1 441 298 3451
I.Subsidiary Information
Not applicable.
ITEM 11.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market riskrisks from changes in interest rates related to the variable rate of the Company's borrowings under our Credit Facility,debt agreements, and to foreign currency risks related to the exchange rate between the USD and NOK and GBP, in respect of revenues generated and costs incurred in NOK and GBP.
Amounts borrowed under the New Term Loan Facility and the DVB Credit Facility bear interest at a rate equal to LIBOR plus a margin.  Increasing interest rates could affect our future profitability. In certain situations, the Company may enter into financial instruments to reduce the risk associated with fluctuations in interest rates.
A 100 basis points increase in LIBOR would have resulted in an increase of approximately $1.4$0.3 million in our interest expense for the year endedperiod January 1, 2019 to April 8, 2019 (Predecessor) and approximately $1.1 million in our interest expense for the period April 9, 2019 to December 31, 2017.2019 (Successor).
A 10% increase in the exchange rate between USD and NOK would have resulted in a decrease of $1.8$0.2 million in our operating result for the year endedperiod January 1, 2019 to April 8, 2019 (Predecessor) and a decrease of $0.8 million for the period April 1, 2019 to December 31, 2017.2019 (Successor).
A 10% increase in the exchange rate between USD and GBP would have resulted in a decreasean increase of $1.5$0.3 million in our operating result for the year endedperiod January 1 to April 8, 2019 (Predecessor) and an increase of $2.3 million for the period April 9, 2019 to December 31, 2017.2019 (Successor).
ITEM 12.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
60

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PART II
ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Not applicable.
ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
Not applicable.
ITEM 15.CONTROLS AND PROCEDURES
ITEM 15.CONTROLS AND PROCEDURES
A.Disclosure Controls and Procedures.
Our principalWe carried out an evaluation under the supervision, and with the participation of our management, including our Chief Executive Officer and our PrincipalChief Financial and Accounting Officer, after evaluatingof the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act)Act Rules 13a-15(e) and 15d-15(e) ) as of December 31, 2017, have2019. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of such date, our disclosure controls and procedures were effective and ensuredas of December 31, 2019 to provide reasonable assurance that (1) information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) that such information is accumulated and communicated to our management, including our PrincipalChief Executive Officer and Principalour Chief Financial and Accounting Officer, as appropriate, to allow timely decisions regarding required disclosures.
There are inherent limitations to the effectiveness of any system of disclosure controls and is recorded, processed, summarizedprocedures, including the possibility of human error and reported within the time period specified bycircumvention or overriding of the SEC's rulescontrols and forms.procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
B.Management's annual report on internal control over financial reporting.
OurIn accordance with Rule 13a-15(f) and 15d-15(f) of the Exchange Act, the management of the Company is responsible for establishingthe establishment and maintainingmaintenance of adequate internal controls over financial reporting for the Company. Internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act. Our internal control system wasis a process designed to provide reasonable assurance to our management and Board of Directors regarding the reliability of financial reporting and the preparation and presentation of published financial statements for external purposes in accordance with Generally Accepted Accounting Principles in the United States. Allgenerally accepted accounting principles. The Company’s system of internal control systems, no matter how well designed, have inherent limitations. Therefore, evenover financial reporting includes those systems determinedpolicies and procedures that (i) pertain to be effective may not prevent or detect misstatementsthe maintenance of records that, in reasonable detail, accurately and canfairly reflect the transactions and dispositions of the assets of the Company; (ii) provide only reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with respect togenerally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statement preparation and presentation.
Our management assessedstatements. Management has performed an assessment of the effectiveness of ourthe Company’s internal controlcontrols over financial reporting as of December 31, 2017. In making this assessment, management used2019 based on the criteria for effective internal control over financial reporting set forthprovisions of the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in its 2013 Internal Control-Integrated Framework.2013. Based on thisour assessment, management has concludeddetermined that the Company’s internal controls over financial reporting was effective as of December 31, 2017, our internal control over financial reporting was effective.2019 based on the criteria in the Internal Control-Integrated Framework issued by COSO (2013).
C.Attestation report of the registered public accounting firm.
This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting.  As an "emerging growth company,"a non-accelerated filer, we are currently exempt from having our independent auditors assess our internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act.


66


D.Changes in internal control over financial reporting.
There were noRules 13a-15(f) and 15d-15(f) under the Exchange Act require that we disclose whether any changes in our internal controlscontrol over financial reporting thathave occurred during the period covered by this annual reportyear that have materially affected, or are reasonably likely to materially affect, ourthe Company’s internal control over financial reporting. As described in Item 7. Major Shareholders and Related Party Transactions. B. Related Party Transactions, on June 19, 2019, we entered into an Administrative Services Agreement with SSH for the provision of administrative staff and office space, and administrative services, including accounting, legal compliance, financial and information technology services. The Administrative Services Agreement replaced the previous management agreement with Scandic and NAT, which expired in October 2019 (after a 180-day transition period).
As part of the transition from the previous agreement with Scandic and NAT to the Administrative Services Agreement, our accounting systems and related functions were migrated to SSH's platforms. This transition was completed in October 2019 and included the migration of the historical information from the previous platform with Scandic and NAT to the new platform with SSH. The Company's financial results for the year ended December 31, 2019 were prepared on the new platform with SSH.
61ITEM 16.RESERVED



ITEM 16.RESERVED
ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT
ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT
The Board of Directors has determined that Paul Hopkins,Ms. Marianne Økland, who serves as Chairman and sole memberChair of the Audit Committee, qualifies as an "audit committee financial expert" under SEC rules. Mr. HopkinsMs. Økland is "independent" as determined in accordance with the rules of the New York Stock Exchange.NYSE and the SEC.
ITEM 16B.CODE OF ETHICS
ITEM 16B.CODE OF ETHICS
The Company has adopted a code of ethics (the "Code of Conduct and Ethics"), that applies to all of the Company's officers, directors, employees including our principal executive officer, principal financial officer, principal accounting officer or controller.  The codeand agents, which complies with applicable guidelines issued by the SEC. Our Code of ethics may be downloaded atConduct and Ethics is available on our website (www.nao.bm)(www.hermitage-offshore.com). Additionally, any person, upon request, may ask for a hard copy or an electronic file of the codeour Code of ethics.Conduct and Ethics.  If we make any substantive amendment to the codeour Code of ethicsConduct and Ethics or grant any waivers, including any implicit waiver, from a provision of our codeCode of ethics,Conduct and Ethics, we will disclose the nature of that amendment or waiver on our website.  During the year ended December 31, 2017,2019, no such amendment was made or waiver granted.
ITEM 16C.PRINCIPAL ACCOUNTING FEES AND SERVICES
ITEM 16C.PRINCIPAL ACCOUNTING FEES AND SERVICES
A.Audit Fees
Our Board of Directors has established preapproval and proceduresprinciple accountant for the engagement of the Company's independent public accounting firms for all audit and non-audit services. The following table sets forth, for the two most recent fiscal years ended December 31, 2019 and 2018 was KPMG AS and the aggregateaudit fees billed for professional services rendered bythose periods were $696,783 and $488,273, respectively.
B.Audit-Related Fees
During the fiscal years ended December 31, 2019 and 2018 our principalprinciple accountant, KPMG AS, for the audit of the Company's annualprovided financial statements anddue diligence services provided by the principal accountant in connection with statutorya contemplated transaction for total fees of $105,370 and regulatory filings or engagements for the two most recent fiscal years.
FISCAL YEAR ENDED DECEMBER 31, 2017 $922,867 
FISCAL YEAR ENDED DECEMBER 31, 2016 $861,404 

$53,696, respectively.
B. Audit-Related
C.Tax Fees
Not applicable.
C. Tax
D.All Other Fees
Not applicable.
D. All Other Fees
Not applicable.
E.Audit Committee's Pre-Approval Policies and Procedures
Our audit committeeAudit Committee pre-approves all audit, audit-related and non-audit services not prohibited by law to be performed by our independent auditorsauditor and associated fees prior to the engagement of the independent auditor with respect to such services.
F.Not applicable
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ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
67


ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
ITEM 16EPURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PERSONS.
No shares were purchased during the financial year ended December 31, 2017. The repurchase program had a maturity of two years and expired during 2017.ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PERSONS.
ITEM 16F.CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
None.
ITEM 16F.CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 16G.CORPORATE GOVERNANCE
ITEM 16G.CORPORATE GOVERNANCE
Pursuant to an exception for foreign private issuers, we, as a Bermuda company, are not required to comply with the corporate governance practices followed by U.S. companies under the NYSE listing standards. We believe that our established practices in the area of corporate governance are in line with the spirit of the NYSE standards and provide adequate protection to our shareholders. In this respect, we have voluntarily adopted NYSE required practices, such as (i) having a majority of independent directors, (ii) establishing audit, compensation and nominating committees, and (iii) adopting the Code of Conduct and Ethics.
There are fourtwo significant differences between our corporate governance practices and the NYSE standards applicable to listed U.S. companies.companies:
Executive Sessions. The NYSE requires that non-management directors meet regularly in executive sessions without management. The NYSE also requires that all independent directors meet in an executive session at least once a year.  As permitted underWhile Bermuda law and our bye-laws,Bye-laws do not require executive sessions, we do expect our independent directors to meet in executive session at least annually. During 2019 and through the date of this annual report, our non-management directors do not regularly holdmet in executive sessions without management and we do not expect them to do so in the future. The NYSE requires that a listed U.S. company have a nominating/corporate governance committee of independent directors and a committee charter specifying the purpose, duties and evaluation procedures of the committee. As permitted under Bermuda law and our bye-laws, we do not currently have a nominating or corporate governance committee. The NYSE requires, among other things, that a listed U.S. company have an audit committee with a minimum ofsession three members. As permitted by Rule 10A-3 under the Securities Exchange Act of 1934, our audit committee consists of one independent member of our Board of Directors.times.


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Corporate Governance Guidelines. The NYSE requires U.S. companies to adopt and disclose corporate governance guidelines. The guidelines must address, among other things: director qualification standards, director responsibilities, director access to management and independent advisers, director compensation, director orientation and continuing education, management succession and an annual performance evaluation. We are not required to adopt such guidelines under Bermuda law and we have not adopted such guidelinesguidelines.
ITEM 16H.MINE SAFETY DISCLOSURE
ITEM 16H.MINE SAFETY DISCLOSURE
Not applicable.
PART III

ITEM 17.FINANCIAL STATEMENTS
ITEM 17.FINANCIAL STATEMENTS
See Item"Item 18. Financial StatementsStatements."
ITEM 18.FINANCIAL STATEMENTS
ITEM 18.FINANCIAL STATEMENTS
The financial statementsinformation required by this Item is set forth beginning on page F-1 through F-18 together with the respective reports of the Independent Registered Public Accounting firms therefore, areand is filed as a part of this annual report.
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ITEM 19.EXHIBITS
ITEM 19.
EXHIBITS
1.1
1.2
1.3
2.1
2.2
2.3
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.2
8.1
12.1
12.2
13.1
13.2
15.1
15.2
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Schema Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Schema Definition Linkbase Document
101.LABXBRL Taxonomy Extension Schema Label Linkbase Document
101.PREXBRL Taxonomy Extension Schema Presentation Linkbase Document
(1)Incorporated by reference to the Company's Report of Foreign Private Issuer on Form 6-K filed with the SEC on September 28, 2016.
(2)Incorporated by reference to the Company's Report of Foreign Private Issuer on Form 6-K filed with the SEC on November 14, 2016.
(3)Incorporated by reference to the Company's Registration StatementReport of Foreign Private Issuer on Form F-16-K filed with the SEC on March 17, 2014 (File No. 333-194612).January 29, 2019.
(4)Incorporated by reference to the Company's Registration StatementReport of Foreign Private Issuer on Form F-1/A6-K filed with the SEC on May 5, 2014 (File No. 333-194612).December 21, 2018.
(5)Incorporated by reference to the Company's Report of Foreign Private Issuer on Form 6-K filed with the SEC on February 15, 2019.
(6)Filed as an Exhibit to the Company's Annual Report on Form 20-F on May 15, 2019, and incorporated by reference herein.


64
70


SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused and authorized the undersigned to sign this annual report on its behalf.

F-1
F- 1


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Shareholders and Board of Directors
Nordic American
Hermitage Offshore Services Ltd.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Nordic AmericanHermitage Offshore Services Ltd. and subsidiaries (the Company) as of December 31, 20172019 (Successor) and 2016,December 31, 2018 (Predecessor), the related consolidated statements of operations and comprehensive (loss) income, shareholders' equity, and cash flows for the period from April 9, 2019 to December 31, 2019 (Successor) and the period from January 1, 2019 to April 8, 2019 (Predecessor) and for each of the years in the three‑two‑year period ended December 31, 2017,2018 (Predecessor), and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20172019 (Successor) and 2016,December 31, 2018 (Predecessor), and the results of its operations and its cash flows for the period from April 9, 2019 to December 31, 2019 (Successor), the period from January 1, 2019 to April 8, 2019 (Predecessor) and for each of the years in the three‑two‑year period ended December 31, 2017,2018 (Predecessor), in conformity with U.S. generally accepted accounting principles.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 14 to the consolidated financial statements, economic conditions have significantly reduced demand for the Company's services compared to 2019, and created uncertainty about the Company's ability to draw upon its New Equity Line of Credit and remain in compliance with financial covenants under its credit facilities. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 14. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Reverse Asset Acquisition
As discussed in Note 1 to the consolidated financial statements, effective April 9, 2019, the Company was acquired in a reverse asset acquisition which changed the basis of presentation for the periods following the transaction.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company'sCompany’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.


F- 2



/s/ KPMG AS

We have served as the Company'sCompany’s auditor since 2014.
Oslo, Norway
May 3, 2018
F-2

April 30, 2020

Nordic American Offshore LTD
Consolidated Statements of Operations and Comprehensive (Loss) Income for the Years Ended December 31, 2017, 2016 and 2015


All figures in USD '000, except share and per share amount Years ended December 31, 
  2017  2016  2015 
Charter Revenues  17,895   17,697   36,372 
Charter Costs  (1,815)  (1,448)  (1,523)
Vessel Operating Costs  (20,454)  (24,137)  (24,580)
General and Administrative Costs  (4,222)  (4,503)  (4,261)
Depreciation Costs  (17,472)  (16,152)  (14,379)
Net Operating Loss  (26,068)  (28,543)  (8,372)
Interest Income  298   10   34 
Interest Costs  (4,880)  (3,467)  (1,807)
Other Financial Costs  327   (151)  (699)
Total Financial Costs  (4,255)  (3,608)  (2,472)
Loss before income taxes  (30,323)  (32,151)  (10,844)
Income Tax Benefit  997   -   - 
Net Loss and Comprehensive Loss  (29,326)  (32,151)  (10,844)
             
Basic Loss per Share  (0.53)  (1.54)  (0.47)
Diluted Loss per Share  (0.53)  (1.54)  (0.47)
Basic Weighted Average Number of Common Shares Outstanding  54,995,614   20,939,260   23,203,142 
Diluted Weighted Average Number of Common Shares Outstanding  54,995,614   20,939,260   23,203,142 
Cash dividend declared per common share  0.08   0.28   0.94 


The accompanying notes are an integral part of these consolidated financial statements.
F-3

F- 3


Nordic American Offshore LTD
Consolidated Balance Sheets as of December 31, 2017 and 2016
All figures in USD '000, except share and per share amount

  As of December 31, 
  2017  2016 
ASSETS      
Current Assets      
Cash and Cash Equivalents  31,506   2,953 
Accounts Receivable, net  2,096   1,490 
Prepaid Expenses  1,274   1,129 
Inventory  1,510   1,240 
Other Current Assets  690   1,097 
Total Current Assets  37,076   7,909 
         
Non-Current Assets        
Vessels, net  350,635   366,945 
Total Non-Current Assets  350,635   366,945 
Total Assets  387,711   374,854 
         
LIABILITIES AND SHAREHOLDERS' EQUITY        
Current Liabilities        
Accounts Payable  317   301 
Accounts Payable, related party  728   581 
Accrued Liabilities  1,764   2,210 
Taxes Payable  -   997 
Total Current Liabilities  2,809   4,089 
         
Long-Term Debt (1)  136,552   136,193 
Other Non-Current Liabilities  77   375 
Total Non-Current Liabilities  136,629   136,568 
Commitments and Contingencies        
         
Shareholders' Equity        
Preferred shares, par value $0.01 per Share, 50,000,000 and 50,000,000 shares authorized, none issued at December 31, 2017 and December 31, 2016 respectively  -   - 
Common shares, par value $0.01 per Share; 200,000,000 and 200,000,000 shares authorized,  64,731,370 shares issued, 61,986,847 outstanding and 2,744,523 treasury shares at December 31, 2017 and 23,431,370 shares issued, 20,686,847 outstanding and 2,744,523 treasury shares at December 31, 2016  647   234 
Additional Paid-In Capital  319,947   276,957 
Accumulated Deficit  (72,321)  (42,995)
Total Shareholders' Equity  248,273   234,196 
Total Liabilities and Shareholders' Equity  387,711   374,854 

          (1) Long-Term Debt consist outstanding amounts on the Credit Facility less unamortized deferred financing cost. Outstanding amounts on the Credit Facility were $137,000 and $137,000 as of December 31, 2017 and 2016, respectively.

The accompanying notes are an integral part of these consolidated financial statements.
F-4




Nordic American Offshore Ltd
Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 2017,  2016 and  2015

HERMITAGE OFFSHORE SERVICES LTD
All figures in USD '000, except number of shares
 
 Number of shares  Common Stock  Additional Paid-In Capital  Accumulated Deficit  Total Shareholders' Equity 
Balance at January 1, 2015  23,431,370   234   318,996   -   319,230 
Issuance and listing costs  -   -   (17)  -   (17)
Repurchase of shares  (870,839)  -   (5,590)  -   (5,590)
Dividends distributed  -   -   (21,922)  -   (21,922)
Net Loss  -   -   -   (10,844)  (10,844)
Balance at December 31, 2015  22,560,531   234   291,467   (10,844)  280,857 
Repurchase of shares  (1,873,684)  -   (8,513)  -   (8,513)
Dividend distributed  -   -   (5,997)  -   (5,997)
Net Loss  -   -   -   (32,151)  (32,151)
Balance at December 31, 2016  20,686,847   234   276,957   (42,995)  234,196 
Common Shares Issued, net of $0,9 million issuance cost  41,300,000   413   47,923   -   48,336 
Dividends distributed  -   -   (4,933)  -   (4,933)
Net Loss  -   -   -   (29,326)  (29,326)
Balance at December 31, 2017  61,986,847   647   319,947   (72,321)  248,273 

CONSOLIDATED BALANCE SHEETS

  As of December 31,
In thousands of U.S. dollarsNotes 2019 (Successor)
2018 (Predecessor)
ASSETS  


Current assets  


Cash and cash equivalents 12,681

8,446
Accounts receivable  8,381

2,602
Prepaid expenses  427

755
Fuel, lube oil, and consumables  1,808

1,181
Other current assets  406

1,176
Total current assets  23,703

14,160

  




Non-current assets  




Vessels, net 178,206

176,914
Total non-current assets  178,206

176,914
Total assets  201,909

191,074

  




LIABILITIES AND SHAREHOLDERS’ EQUITY  




Current liabilities  




Accounts payable  4,192

843
Accounts payable, related party  916

492
Other current liabilities 2,768

3,147
Current portion of long-term debt 207


Total current liabilities  8,083

4,482

  




Long-term debt 141,698

132,457
Other non-current liabilities  

71
Total non-current liabilities  141,698

132,528

  




Shareholders’ equity  




Preferred shares, par value $0.01 per share, 50,000,000 shares authorized, none issued at December 31, 2019 and December 31, 2018. 


Common shares, par value $0.01 per share, 350,000,000 shares authorized, 25,936,367 shares issued, 25,661,915 shares outstanding, and 274,452 treasury shares as of December 31, 2019; and Common shares, par value $0.10 per share, 35,000,000 shares authorized, 7,648,611 shares issued, 7,374,159 shares outstanding, and 274,452 treasury shares at December 31, 2018 257

764
Additional paid-in capital 66,741

322,914
Accumulated deficit (14,870)
(269,614)
Total shareholders’ equity  52,128

54,064
Total liabilities and shareholders’ equity  201,909

191,074
The accompanying notes are an integral part of these consolidated financial statements.

F-5
F- 4


Nordic American Offshore LTD
Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 2015

HERMITAGE OFFSHORE SERVICES LTD
All figures in USD '000 Year ended December 31, 
  2017  2016  2015 
Cash Flows from Operating Activities         
Net Loss  (29,326)  (32,151)  (10,844)
Reconciliation of Net Loss to Net Cash (Used In) Provided by Operating Activities            
Depreciation Costs  17,480   16,053   14,379 
Amortization of Deferred Financing Costs  359   359   305 
Overhaul of Engines Costs and Dry-dock  (341)  (151)  (575)
Foreign currency loss  (12)  31   78 
Changes in Operating Assets and Liabilities            
Accounts Receivable  (606)  2,485   (872)
Inventory  (270)  (446)  (560)
Prepaid and Other Current Assets  262   2,603   (2,244)
Accounts Payable, Accrued Liabilities and Tax
Payable
  (1,725)  (5,031)  
6,397
 
Accounts Payable, Related Party  147   (15)  (77)
Net Cash  (Used In) Provided by Operating Activities  (14,032)  (16,262)  5,987 
Cash Flows from Investing Activities            
Investment in Vessels  (830)  (61,583)  (63,529)
Deposit on Contracts paid      -   (1,693)
Net Cash Used in Investing Activities  (830)  (61,583)  (65,222)
Cash Flows from Financing Activities            
Proceeds from Issuance of Common Stock  48,336   -   (17)
Proceeds from Use of Credit Facility  -   90,000   47,000 
Credit Facility Costs  -   -   (1,217)
Repurchase of Treasury Stock  -   (8,513)  (5,590)
Dividends Paid  (4,933)  (5,997)  (21,922)
Net Cash Provided by Financing Activities  43,403   75,490   18,253 
Net (Decrease)/Increase in Cash and Cash Equivalents  28,541   (2,355)  (40,982)
             
Cash and Cash Equivalents at Beginning of Period  2,953   5,339   46,398 
Effect of Exchange Rate Changes on Cash and Cash Equivalents  12   (31)  (78)
Cash and Cash Equivalents at the End of Period  31,506   2,953   5,339 
             
Cash Paid for Interest, Net of Amounts Capitalized  4,417   2,803   1,365 
Cash Paid for Tax  -   214   - 

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
   Successor  Predecessor
In thousands of U.S. dollars except per share and share dataNotes April 9 - December 31, 2019  January 1 - April 8, 2019
Year ended December 31, 2018
Year ended December 31, 2017
Charter revenue 36,555
  5,258
 20,654
 17,895
Vessel operating expenses  (27,230)  (6,612)
(25,173)
(20,454)
Voyage expenses  (1,124)  (395) (2,215) (1,815)
General and administrative costs  (4,534)  (1,207)
(4,757)
(4,222)
Depreciation  (8,452)  (2,205)
(17,298)
(17,472)
Impairment loss on vessels  
  

(160,080)

Net operating loss  (4,785)  (5,161)
(188,869)
(26,068)
Interest income  39
  21

207

298
Interest expense (6,571)  (2,555)
(8,031)
(4,880)
Other financial expenses, net  (136)  32

(601)
327
Net finance expenses  (6,668)  (2,502)
(8,425)
(4,255)
Loss before income taxes  (11,453)  (7,663)
(197,294)
(30,323)
Income tax benefit  
  



997
Net loss and comprehensive loss  (11,453)  (7,663)
(197,294)
(29,326)

  

   





Basic and diluted loss per share (0.56)  (1.04)
(31.50)
(5.33)

  

  








  

  







Basic and diluted average number of common shares outstanding 20,481,174
  7,374,069

6,263,094

5,499,561
The accompanying notes are an integral part of these consolidated financial statements.
F-6

F- 5


HERMITAGE OFFSHORE SERVICES LTD
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
NORDIC AMERICAN
Predecessor
In thousands of U.S. dollars except share dataNumber
of shares

Common stock
Additional paid-In capital
Accumulated deficit
Total shareholders’ equity
Balance at January 1, 20172,068,684

234

276,957

(42,995)
234,196
Common shares issued, net of $0.9 million issuance cost4,130,000

413

47,923



48,336
Dividends distributed



(4,933)


(4,933)
Net loss





(29,326)
(29,326)
Balance at December 31, 20176,198,684

647

319,947

(72,321)
248,273
Common shares issued, private placement, net of $0.1 million of issuance costs1,175,475

117

4,827



4,945
Dividends distributed



(1,860)


(1,860)
Net loss





(197,294)
(197,294)
Balance at December 31, 20187,374,159

764

322,914

(269,614)
54,064
Reverse stock split - fractional share adjustment(170)







Net loss for the period





(7,663)
(7,663)
Ending balance at April 8, 20197,373,989

764

322,914

(277,277)
46,401

Successor
In thousands of U.S. dollars except share dataNumber
of shares

Common stock
Additional paid-In capital
Accumulated deficit
Total shareholders’ equity
Beginning balance as of April 9, 2019*



23,190

(3,417)
19,773
Impact of reverse acquisition**15,500,208

1,550

22,258



23,808
Issuance of common shares under equity line of credit10,161,707

1,016

18,984



20,000
Change in par value

(2,310)
2,310




Net loss for the period





(11,453)
(11,453)
Balance as of December 31, 201925,661,915

256

66,742

(14,870)
52,128
          
          
          

*Represents the beginning balance in equity of the SOHI Assets (as defined in Note 1), the accounting acquirer in the reverse acquisition that occurred in April 2019.
**Includes reclassifications to align to the share capital of the Company (the legal acquirer).
The accompanying notes are an integral part of these consolidated financial statements.


F- 6


HERMITAGE OFFSHORE SERVICES LTD
CONSOLIDATED STATEMENTS OF CASH FLOWS

Successor  Predecessor
In thousands of U.S. dollarsApril 9 - December 31, 2019  January 1 - April 8, 2019
Year ended December 31, 2018
Year ended December 31, 2017
Cash flows from operating activities
  




Net loss(11,453)  (7,663)
(197,294)
(29,326)
Reconciliation of net loss to net cash used in operating activities   







Depreciation8,452
  2,205

17,298

17,480
Amortization of deferred financing costs
  90

359

359
Overhaul of engine costs and drydock payments(5,389)  (772)
(3,610)
(341)
Amortization of acquired time charters(1,226)       
Impairment loss on vessels
  

160,080


Foreign currency loss
  

198

(12)
Changes in operating assets and liabilities   







Accounts receivable(3,748)  (609)
(506)
(606)
Fuel, lube oil, and consumables687
  200

329

(270)
Prepaid and other current assets1,496
  (365)
(326)
262
Accounts payable, other current liabilities276
  308

1,902

(1,725)
Accounts payable, related party607
  (183)
(237)
147
Net cash used in operating activities(10,298)  (6,789)
(21,807)
(14,032)
Cash flows from investing activities   







Investment in vessels
  

(45)
(830)
Cash acquired from Predecessor through reverse acquisition1,657
  




Net cash provided by/ (used in) investing activities1,657
  

(45)
(830)
Cash flows from financing activities   







Proceeds from issuance of common stock
  

4,945

48,336
Repayment of credit facility
  

(4,095)

Issuance of common stock - Equity Line of Credit20,000
  




Cash dividends paid to shareholders
  

(1,860)
(4,933)
Net cash provided / (used in) by financing activities20,000
  

(1,010)
43,403
Net increase/(decrease) in cash and cash equivalents11,359
  (6,789)
(22,862)
28,541

   







Cash and cash equivalents at beginning of period1,322
  8,446

31,506

2,953
Effect of exchange rate changes on cash and cash equivalents
  

(198)
12
Cash and cash equivalents at the end of period12,681
  1,657

8,446

31,506

   







Supplemental cash flow information











Cash paid for interest, net of amounts capitalized6,241
  2,289

7,090

4,417
The accompanying notes are an integral part of these consolidated financial statements.


F- 7


HERMITAGE OFFSHORE SERVICES LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in USD '000 except where noted)

1.NATURE OF BUSINESS

History of business
NordicHermitage Offshore Services Ltd. and its subsidiaries, formerly "Nordic American Offshore LtdLtd." (together "we", "our", "us", or the "Company"), is an offshore support vessel ("NAO" or "The Company"OSV") was formed on October 17, 2013,company organized under the laws of Bermuda that owns 23 vessels consisting of ten platform supply vessels ("PSVs"), two anchor handling tug supply vessels (the "AHTS vessels"), and 11 crew boats. The Marshall Islands. The Company's shares trade underCompany’s vessels primarily operate in the symbol "NAO" on the New York Stock Exchange.North Sea and in West Africa.

Effective September 26, 2016On December 12, 2018, the Company re-domiciledentered into a share purchase agreement with Scorpio Offshore Investments Inc. ("SOI"), a related party, pursuant to the Islands of Bermuda. The financial statements are presented on an un-interrupted basis.

On November 22, 2013, the Company completedwhich SOI invested $5.0 million in a private placement of 16,666,666the Company’s common shares issued at $15a price of $4.20 per share (the "Private Placement").  As part of the Private Placement, Mr. Emanuele Lauro was appointed Chairman and Chief Executive Officer of the Company. In addition, Mr. Robert Bugbee was listed onappointed to the Norwegian OverCompany’s Board of Directors and to the Counter ("OTC") Market on November 27, 2013, underoffice of President, Mr. Cameron Mackey was appointed Chief Operating Officer, and Mr. Filippo Lauro was appointed Vice President. Mr. Mackey was subsequently also appointed to the symbol "NAO".

Company's Board of Directors. Concurrent with the Private Placement, the Company's former Chairman, Mr. Herbjørn Hansson, resigned from all of his positions at the Company.
On June 12, 2014,4, 2019, the Company was successfully listedchanged its name to "Hermitage Offshore Services Ltd." and began trading on the New York Stock Exchange (the "NYSE") under its new name and changed its ticker symbol from "NAO" to "PSV" at the start of trading on June 7, 2019. We maintain our principal executive offices at the LOM Building, 27 Reid Street, Hamilton HM 11 Bermuda.
Reverse Asset Acquisition and Change in Basis of Accounting
In April 2019, the Company acquired 13 vessels consisting of two AHTS vessels and 11 crew boats from Scorpio Offshore Holding Inc. ("NYSE"SOHI"), a related party, in exchange for 8,126,219 common shares of the Company. As part of this acquisition, the Company assumed the aggregate outstanding indebtedness of $9.0 million under the Symbol "NAO". AfterDVB Credit Facility (defined below in Note 7) relating to the listing on NYSE, shares tradedtwo AHTS vessels. The assets acquired in this transaction are collectively referred to as the "SOHI Assets", and the transactions to acquire the SOHI Assets and the assumption of the related indebtedness, are referred to as the "Transaction".
As a result of the Transaction, SOHI and its affiliated entities, which are part of the Scorpio group of companies (collectively referred to as "Scorpio"), obtained a controlling voting interest in the Company.  Accordingly, under the relevant accounting guidance, Scorpio was identified as the accounting acquirer of the Company, and the Transaction is considered to be a reverse acquisition.  Moreover, the Company determined that the Transaction constitutes a reverse acquisition of assets rather than a reverse business combination. 
Under the applicable accounting guidance, a reverse asset acquisition results in a change in the basis of accounting on the OTC were transferred to NYSE, and trade on the OTC discontinued.

On May 21, 2015, we announcedTransaction date. As a share repurchase program of 2.5 million common shares. As of December 31, 2016 and 2015, 301,935 and 870,839 shares have been repurchased at an average price of $5.99 and $6.42 per share, respectively. We have during the share repurchase program purchased a total of 1,172,774 shares.  No shares were purchased duringresult, the financial yearinformation presented following the Transaction is not directly comparable to historical periods.
Since it has been determined that the Transaction constitutes a reverse acquisition of assets, the historical financial information prior to the date of the Transaction presented herein (and in future reports and filings) will continue to reflect the results and position of the Company prior to the Transaction rather than that of the SOHI Assets as would be required in a business combination. The Company believes that the historical financial information of the Company prior to the Transaction is more relevant to investors than the historical financial information of the SOHI Assets due to the relative carrying value of the Company's ten PSVs compared to the SOHI Assets and that the value and operating results of the PSVs are expected to be the ultimate driver of the Company's business in future periods. The results from the operations and cash flows of the SOHI Assets are included only in the Company's financial information from the Transaction date.
Accordingly, the Company's pre-Transaction financial information is presented for the period January 1, 2019 to April 8, 2019 (Predecessor), and for each of the years ended December 31, 2017.2018 and 2017 (Predecessor). The share repurchase program had a maturity of two years, and expired in May 2017.

In March 2017, we completed an underwritten public follow-on offering of 41,300,000 common shares, which includes 1,300,000 common shares sold pursuant to the underwriters' partial exercise of the overallotment option to purchase additional common shares, at a price of $1.25 per share. The net proceeds we received from the offering were used for general corporate purposes, working capital purposes and for the expansion of our fleet. The net proceeds of this offering were approximately $48.3 million. As of the date of this annual report, we have 200,000,000 authorized common shares, 64,731,370 common shares issued, 61,986,847 outstanding and 2,744,523 treasury shares.
The Company's Fleet

The Company owns and operates Platform Supply Vessels ("PSV") in the North Sea.

The Company's fleet consists of ten PSVs.

Vessel NameYardYear BuiltDelivered to NAO
NAO FighterUlstein2012January 2014
NAO ProsperUlstein2012January 2014
NAO PowerUlstein2013January 2014
NAO ThunderUlstein2013December 2013
NAO GuardianUlstein2013December 2013
NAO ProtectorUlstein2013December 2013
NAO StormUlstein2015January 2015
NAO VikingUlstein2015January 2015
NAO HorizonVard2016April 2016
NAO GalaxyVard2016June 2016
F-7



F- 8


Company’s post-Transaction financial information is presented for the period from April 9, 2019 to December 31, 2019 (Successor).
This Transaction is further described in Note 3.
Reverse Stock Split
On January 28, 2019, the Company effected a one-for-ten reverse stock split. All share and per share information for all periods has been retroactively adjusted to reflect the reverse stock split. The par value was adjusted from $0.01 per share to $0.10 per share as a result of the reverse stock split. The par value was subsequently reduced to $0.01 per share with effect from June 5, 2019 through a reduction in the issued and paid-up share capital of the Company, as described in Note 8.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting: Accounting
The consolidated financial statements incorporate the financial statements of Hermitage Offshore Services Ltd. and its subsidiaries. The consolidated financial statements have been presented in United States dollars, or USD or "$", which is the functional currency of Hermitage Offshore Services Ltd. and all its subsidiaries.
These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("(“U.S. GAAP"GAAP”).

Principles of Consolidation: Consolidation
Entities in which NAOthe Company has a controlling financial interest are consolidated. Subsidiaries are consolidated from the date on which control is obtained. The subsidiaries' accounting policies are in conformity with U.S. GAAP. All intercompany balances and transactions have been eliminated upon consolidation.

Use of Estimates: Estimates
Preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and costs during the reporting period. Actual results could differ from those estimates. The effects of changes in accounting estimates are accounted for in the same period in which the estimates are changed.

Going Concern
Functional CurrencyThese consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and Foreign Currency Translation: the satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, nor to the amounts and classification of liabilities that may be necessary should the Company determined its functional currencybe unable to be the United States ("U.S.") dollars. Transactionscontinue as a going concern. This topic is further discussed in foreign currencies during the year are translated into U.S. dollars at the rates of exchange in effect at the date of the transactions. For the year ended December 31, 2017, a total exchange gains of $0.3 million. December 31, 2016 and December 31, 2015 a total exchange loss of $0.2 million and $0.6 million, respectively, is included in Other Financial (Costs) Income.Note 14.

Revenue Recognition:Recognition Revenue is
Revenues are generated from time charter contracts for which we provide a vessel and crew on a rate per day basis in the spot chartersmarket and the term market.
We recognize revenue in accordance with the provisions of ASC 606, Revenue from Contracts with Customers. The standard provides a unified model to determine how revenue is recognized. Under this standard, revenues are recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In the application of this model, we make judgments including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price (if applicable), and allocating the transaction price to each performance obligation. Services provided under our contracts with customers represent a single performance obligation, which is received and consumed by our customers as we perform such services. Accordingly, revenues are recognized over time based on the daily rate of hire that is prescribed in each contract. The manner in which we recognize revenue did not change as a result of the adoption of this standard.
Leases
We adopted the Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”), Topic 842, “Leases” effective January 1, 2019. Under this new lease standard, lessees are required to recognize a right-of-use asset and a lease liability for substantially all leases and to disclose key information about leasing arrangements. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. The FASB has issued several amendments and practical expedients to the standard, including clarifying guidance, transition relief on comparative reporting at adoption, the lessee practical expedient, which allows lessees, as an accounting policy election made by class of underlying asset, to choose not to separate non-lease components from lease components and instead combine them and account for them as a single lease component, the lessor practical expedient, which similarly allows lessors to choose to combine lease and non-lease components and account for them as required by that practical expedient, and a practical expedient which allows lessees to elect, as an accounting policy, not to apply the provisions of ASC 842 to short term leases. 
The Company (Predecessor) applied the modified retrospective transition approach, which allowed the Company to recognize a cumulative effect adjustment to the opening balance of accumulated deficit in the period of adoption rather than restate its comparative prior year periods. The cumulative effect adjustment to the Predecessor’s opening balance of accumulated deficit was zero.
Additionally, we, as lessor of our vessels, have elected the practical expedient to not separate non-lease components from the associated lease component and instead to account for those components as a single component since both of the following criteria were met: (i) the timing and patterns of transfer of the non-lease component and associated lease are the same; and (ii) the lease component, if accounted for separately, would be classified as  an operating lease. The single combined component is accounted for under ASC 842 if the lease component is the predominant component and, is accounted for under ASC 606 if the non-lease component is the predominant component. We elected this practical expedient to combine our lease and non-lease components for all classes of underlying assets and have accounted for the combined component under ASC 606 for revenue contracts qualifying for this practical expedient because we have concluded that the non-lease component is the predominant component in our current revenue contracts. The lease component consists of the vessels leased to our customers and the non-lease component consists of the technical management services provided to operate the vessel. The pattern of revenue recognition did not change as a result of the application of ASC 842.
We have also elected to apply the practical expedient to elect as an accounting policy not to apply the provisions of ASC 842 to short term leases. We are party to a lease for office space which qualifies as a short-term lease under ASC 842. Accordingly, lease expense under this lease is recognized in the period in which the obligation for those payments is incurred.
We own all of the vessels in our fleet and are therefore not a lessee of any vessels.
Voyage Expenses


F- 10


Voyage expenses primarily include bunkers consumed when a vessel is off-hire, and brokerage commissions paid by us under our charter agreements. These costs are recognized as services are performed based on contractual daily charter rates and when collectability is reasonable assured.

incurred.
Vessel Operating Costs: Costs
Vessel operating costs include crewing, repair and maintenance, insurance, stores, lubricants, management fee,fees, communication costs, and tonnage tax. These costs are recognized whenas incurred.

Cash and Cash equivalents:Equivalents
Cash Equivalentsand cash equivalents consist of highly liquid investments such as time deposits with an original maturity at acquisition of three months or less.

Accounts Receivable: ReceivableAccounts Receivables are presented net of allowance for doubtful balances.
If balancesaccounts receivable are determined uncollectable,uncollectible, after all means of collections have been exhausted and the potential for recovery is considered to be remote, they are charged against thean allowance for doubtful balances. Asaccounts. There were no such charges during any of the historical periods presented (both Predecessor and Successor). Additionally, we did not record an allowance for doubtful accounts as of December 31, 20172019 (Successor) and 2016, the Company has not made any allowance for doubtful balances.2018 (Predecessor), as all amounts due at these dates were deemed collectible.

Fuel, Lube Oils, and Consumables
Inventories: Inventories, which comprise bunker fuelFuel, lube oils, and lubrication oil,consumables are stated at the lower of cost or net realizable value, which is determined on a first-in, first-out ("FIFO") basis. Bunker fuel onboard at the time of delivery to a charterer is purchased by the charterer and re-purchased by the Company at the time of re-delivery.

Vessels, net: Net
Vessels and equipment are stated at historical costs, less accumulated depreciation whichand impairment. Depreciation is provided by the straight linestraight-line method over theirthe estimated useful life of 25 years. Interestyears for the PSVs and AHTS vessels, and 15 years for the crew boats based on upon the date the vessel is capitalized in connection withdelivered from the construction of vessels. The capitalized interest is included as part of the asset to which it relates and depreciated over the asset's estimated useful life.

yard.
Certain subsequent expenditures for conversions and major improvements are also capitalized if it is determined that they appreciably extend the life, increase the earnings capacity or improve the efficiency or safety of the vessel. Repairs and maintenance are expensed as incurred. The vesselsvessels’ estimated residual values and useful life are reviewed when there has been a change in circumstances that indicateindicates that the original estimate may no longer be appropriate. Residual values are estimated at $1.5 million for each vessel in the fleet at December 31, 2017 and 2016.
F-8



Impairment of Long-Lived Assets: The Company reviews for impairment long-lived assets held and used whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. In this respect, the Company reviews its assets for impairment on an asset by asset basis. When the estimate of undiscounted cash flows, excluding interest charges, expected to be generated by the use of the asset is less than its carrying amount, the Company evaluates the asset for impairment loss. In developing estimates of future undiscounted cash flows, the Company makes assumptions and estimates about the vessels' future performance, with the significant assumptions being related to charter rates, fleet utilization, operating costs, capital expenditures, residual value and the estimated remaining useful life of each vessel. The assumptions used to develop estimates of future undiscounted cash flows are based on historical trends as well as future expectations. The estimated net operating undiscounted cash flows are determined by considering an estimated daily charter rate for the remaining operating days. The Company estimates the daily charter rate for the remaining operating days based on the historical average for similar vessels and utilizing available market data for current charter rates over the remaining estimated life of the vessel, assumed to be 25 years from the delivery of the vessel from the shipyard, net of brokerage commissions, expected outflows for vessels' maintenance and vessel operating costs (including planned drydocking and engine overhaul expenditures). If the Company's estimate of undiscounted future cash flows for any vessel is lower than the vessel's carrying value, the carrying value is written down, by recording a charge to operations, to the vessel's fair market value, less cost to sell. Fair market value is calculated based on the higher of estimated discounted operating cashflow from use and realizable value as presented by independent brokers.

Drydocking and engine overhaul:Engine Overhaul The Company's
Our PSVs and AHTS vessels are required to be drydocked approximately every 30 - 60 months (depending on vessel age), and to have engines overhauled after 10,000 – 11,00012,000 running hours. The CompanyWe will capitalize a substantial portion of the costs incurred during drydocking and overhaul and amortize those costs on a straight linestraight-line basis from the completion of a drydocking, intermediate survey or overhaul to the estimated completion of the next drydocking or overhaul. Consistent with prior periods, drydockingDrydocking costs include a variety of costs incurred while vessels are placed within drydock, including expenses related to the dock preparation and port expenses at the drydock shipyard, general shipyard expenses, expenses related to hull, external surfaces and decks, expenses related to machinery and engines of the vessel, as well as expenses related to the testing and correction of findings related to safety equipment on board. The Company includes in capitalized drydockingWe also capitalize those costs incurred as part of the drydock to meet classification and regulatory requirements. The Company expenses costs related to routine repairs and maintenance performed during drydocking, and for annual class survey costs. Ballast tank improvements are capitalized and amortized on a straight-line basis over a period of eight years. The capitalized and unamortized drydocking costs are included in the book value of the vessels. Amortization expense of the drydocking costs is included in depreciation expense.
For an acquired or newly built vessel, a drydock component is estimated and accounted for as a separate component of the vessels acquired an estimate of $200,000 and $365,000vessel’s cost. The drydock component is amortized on a straight-line basis to the next estimated drydock. The estimated amortization period for a drydock cost and overhaul costs respectively has been allocated from the purchase price. Drydocking is depreciated over five years, and engine overhauls are depreciated based on the number of running hours withinestimated period between drydocks. When the reporting period accordingdrydock expenditure is incurred prior to the built-in overhaul method.expiry of the period, the remaining balance is expensed.
Geographical segments: Impairment of Long-Lived Assets
We review long-lived assets held and used for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. In this respect, we review our assets for


F- 11


impairment on an asset by asset basis. As part of our process, we obtain vessel valuations for our operating vessels from leading, independent and internationally recognized ship brokers on a quarterly basis for the PSVs and crew boats and on a semi-annual basis for the AHTS vessels, or when there is an indication that an asset or assets may be impaired. We also take other facts and circumstances into consideration, such as general market conditions or prolonged weakness in the price of our common shares, in determining whether indicators of potential impairment exist.
If there is any such indication that the carrying amount of our vessels may not be recoverable, they are tested for recoverability by comparing the net carrying value of the asset to the undiscounted net cash flows to be generated from the use and eventual disposition of that asset. When the estimate of undiscounted cash flows, excluding interest charges, expected to be generated by the use of the asset is less than its carrying amount, we evaluate the asset for an impairment loss. The projection of cash flows related to vessels is complex and requires us to make various estimates including to charter rates, utilization, operating costs, capital expenditures, residual value and the estimated remaining useful life of each vessel. All of these items have been historically volatile.
If the estimate of undiscounted future net cash flows for any vessel is lower than the vessel’s carrying value, the carrying value is written down to the vessel’s fair market value. The impairment loss is determined by the difference between the carrying amount of the asset and fair value.
Operating Segments
As a result of the Transaction, the Company has a fleet of 23 vessels, which primarily operate in the North Sea and off the coast of West Africa. For the period from April 9, 2019 to December 31, 2019 (Successor), the Company determined it had two reportable segments, the North Sea segment and the West Africa segment. Prior to the Transaction, the Company did not presentedpresent segment information as it considers it operatesconsidered its operations as one reportable segment, the offshore support vesselOSV market where all vessels currently operate in the North Sea.Sea and surrounding areas.

Fair Value of Financial Instruments: Instruments
The fair values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate carrying value because of the short termshort-term nature of these instruments.
Termination Fee: In 2015 The estimated fair values of our debt are considered to approximate their carrying values because the Company received $3.9 million related to a termination of a charter contract for one of their vessels. The termination fee received is subject to future conditions,interest rates on these instruments change with, or approximate, market interest rates, the interest margins under each loan approximate market rates, and is deferred and recognized in future periods when these conditions have been met. $1.2 million and $1.2 millionthe fair values of the termination fee were recognized as charter revenue forvessels collateralized under each facility equal or exceed the years ended December 31, 2017 and December 31, 2016, respectively. Deferred termination fees of $0.4 million and $0.0 million are recorded as Accrued Liabilities and Non-Current Liabilities, respectively, as of December 31, 2017. As of December 31, 2016, $ 0.3 million and $1.1 million were recorded as Accrued Liabilities and Other Non-Current Liabilities, respectively.amount outstanding.
Income Taxes: Taxes
The Company is incorporated in Bermuda. Under current Bermuda law, the Company is not subject to corporate income taxes.taxes in that territory. The statutory applicable rate to consolidated corporate earnings is 0%. On March 10, 2014 the Company's vessel
Two of our subsidiaries, Delta PSV Norway AS, which was accepted into the UK Tonnage Tax regime. The company no longer qualifies for inclusionincorporated in the UK Tonnage Tax regime2019, and made an exit February 2017, and subsequent to this the Company wasNAO Norway AS, are subject to income tax in Norway at a rate of 22% and 23% of their taxable results for the regular tax regime in UK. Noyears ended December 31, 2019 and 2018, respectively. We have deferred tax assetassets of $5.7 million and $3.5 million from our net operating losses in respectNorway for these two entities, along with corresponding full valuation allowances of losses incurred$5.7 million and $3.5 million as of December 31, 2019 and 2018, respectively.  A full valuation allowance has been recognized atdue to the enduncertainty related to the utilization of 2017any carried forward tax losses. The Norwegian net operating losses may be carried forward for an indefinite period according to Norwegian tax law. There are no other permanent or temporary differences for our two Norwegian subsidiaries as the UK operations have ceasedof December 31, 2019 and so the losses cannot be utilized to offset future UK or other taxable income.2018.
F-9



Concentration of Credit Risk: Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company'sCompany’s cash is primarily held in major banks and financial institutions in Norway, the Netherlands, and the United KingdomGermany, and are typically insured up to a set amount. Accordingly, the Company believeswe believe the risk of any potential loss on deposits held in these institutions is minimal.remote. Concentrations of credit risk relativerelated to accounts receivable are limited to our client base in the energy industry that may be affected by changes in economic or other external conditions. The Company does not require collateral for its accounts receivable. The fair value of the financial instruments approximates the net book value.
Recently Issued Accounting Standard

For the year ended December 31, 2017, three charterers accounted for 44% of the total revenues with 21%, 13%, and 10%, respectively.

For the year ended December 31, 2016, three charterers accounted for 36% of the total revenues, with 14%, 11%, and 11%, respectively.F- 12

For the year ended December 31, 2015, three charterers accounted for 85% of the total revenues, with 49%, 22%, and 14%, respectively.

For the year ended December 31, 2017, three charterers accounted for 66% of the outstanding accounts receivable, with 28%, 19%, and 19%, respectively.

For the year ended December 31, 2016, four charterers accounted for 70% of the outstanding accounts receivable, with 28%, 19%, 13%, and 10%, respectively.

For the year ended December 31, 2015, four charterers accounted for 69% of the outstanding accounts receivable, with 33%, 15%, 11% and 10% respectively.

Recent Accounting Pronouncements:


In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle is that a company should recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. This update establishes a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP.  Effective date is for reporting periods commencing on or after December 15, 2017.

The Company will adopt the standard using the modified retrospective option as of January 1, 2018 and we have determined that the adoption will not have a significant effect on our consolidated financial statements, other than additional revenue disclosures in the notes to the consolidated financial statements, while the Company has all its vessels employed under time charter agreements.


In FebruaryJune 2016, the FASB issued ASU 2016-02, Leases (Topic 842).2016-13, Financial Instruments – Credit losses (ASC 326), which amends the guidance on the impairment of financial instruments. The update requiresstandard adds an impairment model known as the current expected credit loss (“CECL”) model that is based on expected losses rather than incurred losses. Under the new guidance, an entity is required to recognize right-of-useas an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. Unlike the incurred loss models under existing standards, the CECL model does not specify a threshold for the recognition of an impairment allowance. Rather, an entity will recognize its estimate of expected credit losses for financial assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. It also offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a useras of the end of the reporting period. Credit impairment will be recognized as an allowance or contra-asset rather than as a direct write-down of the amortized cost basis of a financial statements to assessasset. However, the carrying amount timing and uncertainty of cash flows arising from leases.a financial asset that is deemed uncollectible will be written off in a manner consistent with existing standards. The guidancestandard will be effective for fiscal yearsthe first reporting period within annual periods beginning after December 15, 2018, including interim periods within those fiscal years2019 and early adoption is permitted. The Company is inWe do not expect the process of evaluating the impactimplementation of this standard updateto have a material impact on itsour consolidated financial statementsstatements.
3.REVERSE ASSET ACQUISITION
As a result of the Transaction, Scorpio obtained a controlling voting interest in the Company.  Accordingly, Scorpio was identified as the accounting acquirer of the Company, and related disclosures.the Transaction is considered to be a reverse acquisition.  Moreover, the Company determined that the Transaction constitutes a reverse acquisition of assets rather than a reverse business combination.  The implications of this determination are as follows:
The SOHI Assets of Scorpio, as the accounting acquirer, were recorded at their historical carrying values. On the Transaction date, there were $1.3 million of cash and cash equivalents, $24.7 million of vessels, net, and $9.0 million of non-current debt.
The theoretical cost of the reverse acquisition is the fair value of the equity interests that the legal acquiree (the SOHI Assets) would theoretically have had to issue to give the Company’s shareholders the same percentage equity interest in the combined entity that results from the reverse acquisition. This theoretical cost was determined based on the price of the Company’s common shares on the date of the Transaction and was allocated to the Company's pre-Transaction assets and liabilities on a relative fair value basis.
This application of purchase accounting therefore resulted in several adjustments to the assets and liabilities of the Predecessor given the difference between the fair value and their carrying value on the date of the Transaction.
There were 7,373,989 common shares of the Predecessor outstanding as of the Transaction date, of which, 1,175,474 were owned by Scorpio as a result of the Private Placement. The fair values of the common shares owned by Scorpio, and of the 6,198,515 non-controlling common shares were determined separately based on the volume-weighted average price of the Company's common shares on the closing date of the Transaction of $3.23 per share. Accordingly, the fair value of the equity of the Predecessor on the Transaction date was determined to be $23.8 million.
The Transaction price was allocated to the Company's pre-Transaction identifiable assets and liabilities on a relative fair value basis as of April 8, 2019. The purchase price allocation of the identifiable assets acquired and liabilities assumed is set forth below:
In thousands of U.S. dollars
Cash and cash equivalents$1,657
Accounts receivable3,212
Prepaid expenses1,198
Fuel, lube oil, and consumables981
Other current assets1,098
Vessels, net (1)
154,744
Accounts payable(1,836)
Other current liabilities (2)
(4,151)
Debt(132,905)
Other long-term liabilities (2)
(190)
Net assets acquired and liabilities assumed$23,808
F-10(1) Vessels, net - The difference between the Transaction price and the fair value of the net assets acquired, excluding vessels, was allocated to vessels which were the Company's only long-lived assets. This amount was allocated to the ten individual PSVs on a relative fair value basis (primarily by the age of each vessel). This resulted in a reduction of $20.7 million when comparing the aggregate carrying value of these vessels prior to and subsequent to the Transaction date. Additionally, a component of the cost of each vessel is related to drydock and engine overhaul costs which was estimated based on recent costs, adjusted for each individual vessel based on the estimated period until the next drydock or engine overhaul and are being depreciated on a straight-line basis over that period.
(2)     Other current and other long-term liabilities (unfavorable contracts) - Other current liabilities and other long-term liabilities include liabilities of $1.4 million and $0.1 million respectively, as a result of an analysis of term contracts for PSVs at rates below market value at the Transaction date. The resulting liabilities are recorded as an adjustment to revenues from the Transaction date until the end of the related term contracts, the last of which ends in December 2020.
Certain adjustments were made to the carrying values of the Company's pre-Transaction identifiable assets and liabilities to reflect their fair value. The most significant are described above. Most other balances were recorded at the historical carrying values of the Predecessor, as we determined that their carrying values approximated fair value. Since this was a reverse acquisition of assets rather than a business combination, there is no resultant goodwill (or bargain purchase) as a result of the purchase price allocation. Nominal transaction costs were incurred as part of the Transaction.
4.CASH AND CASH EQUIVALENTS
The following table sets forth components of our cash and cash equivalents as of December 31, 2019 (Successor) and December 31, 2018 (Predecessor):
In thousands of U.S. dollars2019 (Successor)
2018 (Predecessor)
Cash and cash equivalents11,727

8,432
Cash and cash equivalents in DVB accounts (1)
927


Cash on vessels27

14
Total cash and cash equivalents12,681

8,446
(1)
We maintain bank accounts that are pledged under our DVB Credit Facility (as described in Note 7). Under the terms of the DVB Credit Facility, the earnings generated from the AHTS vessels must be deposited into these accounts. These accounts are subject to a minimum liquidity requirement of an aggregate of $750,000 and also require that the Company fund any Excess Earnings (defined as each vessel's earnings less budgeted operating expenses, interest payments and the maintenance of the minimum liquidity requirement) related to such vessels, up to $3.6 million in aggregate, to a drydock reserve account, the proceeds of which are to be utilized for the


F- 13


vessel’s next scheduled drydock. For the first 36 months after the initial drawdown date (through September 2020), any Excess Earnings related to each vessel, after funding the minimum liquidity requirement and drydock reserve account, shall be utilized to repay the credit facility.  Starting 39 months after the initial drawdown date, the DVB Credit Facility shall be repaid in consecutive quarterly installments of $0.2 million in aggregate with a balloon payment due upon the maturity date of September 2022.


In November 2016, the FASB issued ASU 2016-18, Statement of cash flows (230): Restricted cash, which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The Company has early adopted this ASU and the adoption did not have any effect on the consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Statement of cash flows (Topic 230). The Company has early adopted this ASU and the adoption did not have any effect on the consolidated financial statements.

3.RELATED PARTY TRANSACTIONS

Nordic American Tankers Limited:

Nordic American Tankers Ltd (NAT) is the largest shareholder in the Company. NAT participated in the offering in March 2017 by buying 8,000,000 shares. NAT announced that its shareholders are expected to receive NAO shares as a part dividend payment from NAT during August 2017. NAT holds 16.12% of the outstanding shares per December 31, 2017.

In December 2013, NAO entered into a management agreement with Scandic American Shipping Ltd, now a wholly owned subsidiary of NAT, for the provision of administrative services as requested by our management and in accordance with our objectives and policies as established and directed by our Board of Directors. All decisions of a material nature concerning our business are made by the Board of Directors.

For services under the Management Agreement, the Company paid $200,000 for 2015, $100,000 for 2016, and $100,000 for 2017 all directly attributable costs related to the Company are reimbursed. For the years ended December 31, 2017, 2016, and 2015, an aggregate of$2.3 million $2.2 million and $2.1 million, respectively, for such directly attributable costs were incurred which were included in General and Administrative Costs.

Other related parties

High Seas AS is controlled by Mr. Hansson and his closest family. High Seas AS does not hold any position in which it provides services to NAO, the position as Chairman held by Herbjørn Hansson is not due to the ownership through High Seas AS and no shares are transferred to High Seas AS remuneration of Mr. Hansson. High Seas AS owned 603,233 shares per December 31, 2016, and increased to 8,204,240 shares after acquiring 7,601,007 shares during 2017. Out of these shares 1,600,000 was acquired in the offering, March 2017. All shares owned by High Seas AS were acquired in the open market at the current quoted market price, or in offerings at the same price as for other investors.

4.5.VESSELS, NET

Vessels, net, consist of the carrying value of 23 vessels for the Company'syear ended December 31, 2019 (Successor) and ten vessels includingfor the year ended December 31, 2018 (Predecessor). Vessels, net, includes drydocking, engine overhaul costs and capitalized interest fromwhen applicable. Residual values are estimated at $1.5 million for each PSV in the periodfleet at December 31, 2019 (Successor) and 2018 (Predecessor) and at $1.0 million for each AHTS vessel in the fleet at December 31, 2019. The crew boats do not have an estimated residual value. The following table sets forth the carrying values of theour vessels for each vessel being constructed.class:

All Figures in USD '000 2017  2016 
Vessels  404,377   404,174 
Drydocking  2,179   1,736 
Engine Overhaul  3,737   3,221 
Total  410,293   409,131 
Less Accumulated Depreciation  59,658   42,186 
Vessels, net  350,635   366,945 

 As of December 31,
In thousands of U.S. dollars2019 (Successor)
2018 (Predecessor)
PSVs158,413

413,949
AHTS vessels12,071


Crew boats16,165


Total186,649

413,949
Less: accumulated depreciation and impairment charges(8,443)
(237,035)
Vessels, net178,206

176,914
Impairment of vesselsVessels
For the year endedAs part of our impairment assessment at December 31, 2017, 2016 and 20152019 (Successor), we determined that impairment indicators existed because the Company performed impairment testsmarket capitalization was less than 50% of shareholders' equity. Accordingly, we proceeded to assess whether the carrying values of the vessels. Impairment tests performed did not result in the carrying value for any of the Company's vessels exceedingwere recoverable by estimating undiscounted future undiscounted cash flows.
F-11



The Company reviews for impairment of long-lived assets held and used whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. In this respect, the Company reviews its assets for impairment on a vessel by vessel basis. When the estimate of undiscounted cash flows, excluding interest charges, expected to be generated by the use of the asset is less than its carrying amount, the Company evaluates the asset for impairment loss. The impairment loss is determined by the difference between the carrying amount of the asset and fair value (estimated undiscounted cash flows exceed the book value of each vessel).

In developing estimates of future undiscounted cash flows, the Company makes assumptions and estimates about the vessels' future performance, with the significant assumptions being related to spot rates, fleet utilization, operating expenses, capital expenditures, residual value and the estimated remaining useful life of each vessel. The assumptions usedthat we, as the Successor company, use to develop estimates of future undiscounted cash flows are based on historical trends as well as future expectations.expectations and are forecast through the end of the expected useful life of each vessel, which is assumed to be 25 years from the delivery of the vessel from the shipyard for the PSVs and AHTS vessels, and 15 years for the crew boats.
The most significant assumption in preparing these undiscounted cash flows is our estimate of revenues, which are derived from our assumptions of utilization adjusted dayrates over the forecast period. Utilization and dayrates in our markets are highly volatile, adjust rapidly when confronted with changes in market conditions, and are difficult to predict. Accordingly, this assumption is highly subjective. In preparing our estimated undiscounted cash flows, we assumed a base case scenario that we believe reflects our undiscounted cash flows over time based upon a lower rate environment. In our base case scenario, our forecasted revenue estimates are primarily based on (i) a combination of the Company's forecast, published time charter rates (as of December 31, 2019, net of broker commissions) for the next year and a 2.0% growth rate (which is based on published historical and forecast inflation rates in the geographies in which we operate) in charter rates in each period through the vessel's 15th year of useful life for PSVs and AHTS vessels, and 10th year of its useful life for crew boats, and assuming the growth in expenses over time thereafter will be offset by similar increases in charter revenues, and (ii) our estimated off-hire days and utilization which are based on management's experience and market data. We believe that these dayrates are the most useful approximation of future dayrates as (i) they are derived from actual fixtures in the market and thus reflect a collective, forward looking view of market participants, and (ii) are consistent with activity that the Company has seen in its market activities


F- 14


(either through actual fixtures or tendering activity). Additionally, from a longer term perspective, we believe that the dayrate assumptions utilized in the base case scenario are reasonable as the average dayrates for the PSVs and AHTS vessels over the entire forecast period are approximately equal to the 10-year and 20-year historical average time charter rates.
Our revenue assumptions are supplemented by our best estimate of vessel operating expenses and drydock and engine overhaul costs, which are based on our most recent forecasts and actual experience in 2019 and a 2.0% growth rate in each period thereafter. Historical trends underlying these assumptions have been significantly less volatile than the assumptions underlying revenue over time, and therefore do not involve as high of a degree of subjectivity.
Based on the foregoing, we determined that the undiscounted future cash flows expected to be generated by each vessel over their remaining useful lives in our base case would be sufficient to recover their respective carrying values. Moreover, we considered the estimates of vessel values from independent shipbrokers as a comparison to the undiscounted cash flows:
The estimates of vessel values from the independent shipbrokers for the PSVs exceeded their carrying values for each vessel, and by an aggregate of $17.2 million.
The estimates of vessel values from the independent shipbrokers for the crew boats and AHTS vessels was lower than their carrying values by an aggregate of $0.9 million. Six vessels had carrying values greater than their fair values by $3.0 million in aggregate and seven vessels had carrying value lower than their fair values by $2.1 million in aggregate.
For the firstvessels where the vessel values from the independent shipbrokers were less than their carrying values, we re-evaluated the inputs to the undiscounted cash flow analysis, and second year ofthe sensitivities thereto, and determined that the inputs were reasonable. Accordingly, we determined that our analysisvessels were not impaired.
In our impairment testing, we applied a 3-year weighted average, which is composedalso examined the sensitivity of the lowerestimated future cash flows and carrying values to be recovered by separately calculating the break-even charter rates, while holding all other assumptions constant. We then evaluated the outcome of the historical marketsensitivity analysis performed to assess their impact on our conclusions. Break-even charter rates were approximately 8% lower than the effective charter rates assumed in the testing for the PSVs, 5% lower for the AHTS vessels, and over 10% lower for the crew boats.
Although we believe that the assumptions used to evaluate potential impairment are reasonable and appropriate, such assumptions are highly subjective. There can be no assurance as to how long charter rates and utilization,vessel values will remain at their current levels or whether they will improve by any significant degree. Charter rates may decrease, which could adversely affect our revenue and profitability, and any future assessments of vessel impairment. We will continue to monitor developments in charter rates in the markets in which we participate with respect to the expectation of future rates that are utilized in the undiscounted cash flow analyses.
Our fleet as providedof December 31, 2018 (Predecessor) consisted of ten PSVs. As a result of a prolonged deterioration in market conditions, we determined that the undiscounted future cash flows expected to be generated by a third party,each vessel over their remaining useful lives would not be sufficient to recover their respective carrying values. Accordingly, we determined that our vessels were impaired and the rates and utilization we have achievedan impairment charge of $160.1 million was recorded for the same period. For year three of our analysis we have applied a one year ramp up where rates are based on 75% of the 15-year historical average rates provided by third party, while applying a utilization rate of 75%. For the rates and utilization thereafter we use the 15-year historical average as provided by a third party. There were no impairment charges recorded on vessels for the years ended December 31, 2017, 20162018. This impairment charge was measured based upon the amount by which the carrying values of our vessels exceeded their fair values.
6.OTHER CURRENT LIABILITIES
The following table sets forth the components of our other current liabilities as of December 31, 2019 and 2015.2018:
5.LONG-TERM DEBT
 As of December 31,
In thousands of U.S. dollars2019 (Successor)
2018 (Predecessor)
Accrued interest$1,169

$1,274
Other accrued liabilities1,327

1,873
Unamortized portion of fair value assessment of acquired time charter contracts272


Total other current liabilities$2,768

$3,147


7.DEBT
Initial Credit Facility: Facility
On December 19, 2013, the Companywe entered into a $60.0 million revolving credit facility ("(the “Initial Credit Facility"Facility”) with a syndicate of lenders in order to secure available liquidity for general corporate purposes. Amounts borrowed under the Credit Facility bear interest at an annual rate equal to LIBOR plus a margin,DNB Bank ASA and the Company pays a commitment fee on any undrawn amounts. The credit facility originally matured in December 2018.

Skandinaviska Enskilda Banken AB (publ). In March 2015, we expanded the Company expanded itsavailability under our Initial Credit Facility from $60.0 million to $150.0 million. The new maturitymillion to partially finance the purchase of certain of the expanded credit facility is March 2020. There are no repayment requirements before maturity on the Credit Facility.PSVs in our fleet.

Borrowings under the Credit Facility are currently secured by first priority mortgages on the Company's vessels and assignments of earnings and insurance. Under the Credit Facility, the Company is subject to certain covenants requiring among other things, the maintenance of (i) a minimum value adjusted amount of equity, and (ii) a minimum value adjusted equity ratio, and (iii) a minimum level of liquidity, and (iv) a positive working capital. The Credit Facility also includes customary events of default, including non-payment, breach of covenants, insolvency, cross defaults and material adverse change. A breach of any of these covenants would result in that the credit facility is callable by the lenders. In connection with the establishment and expansion of the Credit Facility the Company incurred $0.8 million and $1.2 million in 2013 and 2015, respectively, in deferred financing cost, which is amortized over the term of the loan.

As at December 31, 2017 and 2016, the Company had $137.0 million drawn on its Credit Facility, respectively.F- 15


As of December 31, 2016, and December 31, 2017 the Company wasas a result of a significant deterioration in default withmarket conditions, we were in breach of three of its debtthe financial covenants under this facility, (i) the minimum value adjusted amount of equity, clause, (ii) the minimum value adjusted equity ratio clause and (iii) a minimum level of liquidity. AIn 2017 a waiver was obtained from itsthe lenders lowering (i) the minimum value of equity and (ii) the minimum value adjusted equity ratio covenant requirements to levels at which the Company was in compliance, and suspending (iii) the minimum level of liquidity covenant. These waivers were effective until April 30, 2018. On April 30, 2018 we executed an amendment to the Initial Credit Facility that extended the waiver period until December 31, 2019. Under the terms of the waiver, the Company iswe were unable to draw further on the Credit Facility.
F-12



The Company has in April 2018 entered into an amendment to the credit agreement for our Credit Facility that extends the waiver period up until December 31, 2019, for all the covenants associated with the Credit Facility except for reintroducing a liquidity covenant of $5.0 million. Under the terms of the waiver obtained, the company are unable to draw further on theInitial Credit Facility until we complycomplied with the original terms and conditions set forth thereunder, and the interest rate increased from LIBOR plus a margin of 2.0% to LIBOR plus a margin of 4.0%.
In September 2018, we made an unscheduled payment of $1.575 million on our Initial Credit Facility to regain compliance with the security coverage ratio (requiring that the aggregate fair market value of the vessels securing the loan does not fall below 150% of the outstanding loan) set forth thereunder.  At the end of September 2018, vessel values were remeasured and, given a further deterioration in such values, we were again in non-compliance of the security coverage ratio at September 30, 2018.
In December 2018, we executed the Private Placement with SOI whereby SOI invested $5 million in a private placement of the Company’s shares at a price of $4.20 per share. Effective upon closing of the Private Placement, $1.9 million of the proceeds were immediately used to repay a portion of the loan and regain compliance with the security coverage ratio. Additional temporary waivers were granted under the Initial Credit Facility agreement. The waiver obtained does not prohibitas a result of the Company from paying dividends. The Company can distribute dividends, subject to aPrivate Placement and corresponding amount being repaid under the Credit Facility.

The Company wasdebt repayment. As of December 31, 2018, we were in compliance with the modified terms under the Initial Credit Facility and the loan was not considered callable.
In April 2019, the lenders under the Initial Credit Facility agreed to extend the waivers of certain financial covenants with which the Company was not in compliance, until January 31, 2020, as part of a broader set of agreements to recapitalize the Company.  This agreement included a commitment by the lenders under the Initial Credit Facility to refinance the Initial Credit Facility with a new $132.9 million term loan facility with a maturity of December 6, 2023 (the "New Term Loan Facility"), subject to certain conditions precedent, the most significant of which was the requirement to raise an additional $15 million of equity before January 31, 2020. In December 2019, the lenders under the Initial Credit Facility agreed that we had satisfied these conditions precedent with the New Equity Line of Credit (as defined in Note 8). The New Term Loan Facility was executed in January 2020 and is described below.
Under our Initial Credit Facility $132.9 million was outstanding at each of December 31, 2019 (Successor) and 2018 (Predecessor). We were in compliance with the covenants set forth under the waivers of the Initial Credit Facility at December 31, 2019. Additionally, the amount outstanding at December 31, 2019 was classified as non-current on consolidated balance sheet on the basis of the agreement and subsequent execution of the new term loan facility as described below.


F- 16


New $132.9 Million Term Loan Facility
As described above, in December 2019, the lenders under the Initial Credit Facility agreed that the New Equity Line of Credit (as defined in Note 8) satisfied the condition precedent that the Company raise $15 million of additional equity in order to refinance the Initial Credit Facility with the $132.9 million New Term Loan Facility. In January 2020, the Company closed on the refinancing of the Initial Credit Facility with the New Term Loan Facility. The New Term Loan facility is collateralized by our ten PSVs and 11 crew boats, bears interest at LIBOR plus a margin 3.50% through December 2021, LIBOR plus a margin of 4.50% from December 2021 through December 2022 and LIBOR plus a margin of 5.5% from December 2022 through the maturity date of December 2023 (the margin in all periods can be reduced if the Company meets certain Net Debt to EBITDA thresholds). The New Term Loan Facility is repayable in equal, semi-annual installments of $7.5 million beginning in December 2021 with a balloon payment due upon the maturity date of December 6, 2023.  
The New Term Loan Facility is secured by:
a first priority mortgage over the relevant collateralized vessels under this facility;
a first priority assignment of earnings, insurances and charters from the mortgaged vessels for the specific facility;
a pledge of earnings generated by the mortgaged vessels for the specific facility; and
a pledge of the equity interests of each vessel owning subsidiary under the specific facility.
The New Term Loan Facility contains financial and restrictive covenants, as summarized below:
Cash and cash equivalents shall at all times be equal to or greater than $500,000 per vessel above 2,500 DWT. The Company’s two AHTS vessels and 11 crew boats are excluded from this definition. Accordingly, the minimum liquidity under the New Term Loan Facility is $5 million based on the Company's fleet as of December 31, 20172019;
The ratio of net debt (defined as total debt less cash) to total capitalization (defined below) shall be no greater than 0.70 to 1.00 from the date that the New Term Loan Facility is executed through December 31, 2020 and 0.65 to 1.00 thereafter through the maturity date of December 6, 2023. Undrawn amounts available under the New Equity Line of Credit are included as part of the definition of total capitalization (defined as net debt plus equity plus amounts available under the New Equity Line of Credit);
Current assets shall at all times exceed current liabilities less the current portion of the long term liabilities;
The aggregate fair market value of the vessels collateralized under the New Term Loan Facility shall at all times be at least 115% of the aggregate outstanding principal amount until December 7, 2021, 125% of the aggregate outstanding principal amount until December 7, 2022, and 130% at all times thereafter; and
The Company is restricted from paying dividends for 24 months following the date of the execution of the New Term Loan Facility.
The New Term Loan Facility also contains customary events of default, including cross default provisions and a subjective acceleration clause under which the debt could become due and payable in the event of a material adverse change in the Company’s business.
DVB Credit Facility and Supplemental Agreement
As part of the Transaction, we assumed the aggregate outstanding indebtedness of $9.0 million under a term loan facility with DVB Bank SE, Nordic Branch ("DVB") relating to the AHTS vessels (the "DVB Credit Facility"). The DVB Credit Facility was supplemented on April 10, 2019 as part of the Transaction.
The borrowers under the DVB Credit Facility are the respective vessel owning entities of the AHTS vessels. The DVB Credit Facility bears interest at LIBOR plus a margin of 2.75% and contains a financial covenant whereby the Company must maintain minimum liquidity of an aggregate of $0.75 million in the bank accounts that are pledged as security under the facility (as described in Note 4). 
For the first 36 months after the initial drawdown date (through September 2020), the terms of the DVB Credit Facility require that the Company fund any Excess Earnings (defined as each vessel's earnings less budgeted operating


F- 17


expenses, interest payments and the long-termmaintenance of the minimum liquidity requirement) related to such vessels, up to $3.6 million in aggregate, to a drydock reserve account, the proceeds of which are to be utilized for the vessel’s next scheduled drydock. Any Excess Earnings related to each vessel, after funding the minimum liquidity requirement and drydock reserve account, shall be utilized to repay the credit facility.  Starting 39 months after the initial drawdown date, the DVB Credit Facility shall be repaid in consecutive quarterly installments of $0.2 million in aggregate with a balloon payment due upon the maturity date of September 2022. 
This facility contains financial and restrictive covenants, which require the borrowers to, among other things, comply with certain financial tests (as described above).  This facility is secured by, among other things:
a first preferred mortgage over the two AHTS vessels which are collateralized under this facility;
an assignment of earnings, insurances and charters from the two mortgaged AHTS vessels;
a pledge of the related earnings accounts and drydock reserve accounts of the borrowers in respect of the two mortgaged AHTS vessels; and
a pledge of the equity interests in each of the borrowers.
The DVB Credit Facility also contains customary events of default, including a subjective acceleration clause under which the debt could become due and payable in the event of $137a material adverse change in the Company’s business.
The outstanding balance under this credit facility was $9.0 million is presented as non-current.of December 31, 2019, and we were in compliance with the financial covenants as of that date.
As of December 31, 2019, the aggregate annual principal payments required to be made under the Company's debt facilities are as follows (in thousands of U.S. dollars):

Principal repayments
2020$207
20218,309
202222,984
2023110,405
2024
Total141,905


8.SHAREHOLDERS’ EQUITY
Reverse Stock Split
On January 28, 2019, the Company effected a one-for-ten reverse stock split. Pursuant to this reverse stock split, the common shares outstanding were reduced from 73,741,595 shares to 7,373,989 shares (which reflects adjustments for fractional share settlements). The estimated fairpar value was adjusted to $0.10 per share as a result of the reverse stock split, which was subsequently adjusted to $0.01 with effect from June 5, 2019, as described below.
Reduction in par value
With effect from June 5, 2019, the Company reduced the issued and paid-up share capital of the Company from $1,901,512 to $190,151 by canceling the paid-up share capital of the Company to the extent of $0.09 on each of the issued shares of par value $0.10 in the share capital of the Company, so that each issued share of par value $0.10 shall have a par value of $0.01 and be treated in all respects as one fully paid-up share of par value $0.01. This reduction in par value also resulted in an increase in the number of authorized common shares from 35,000,000 to 350,000,000.
Common shares authorized and issued
On December 11, 2018 at the annual general meeting of the shareholders it was resolved to increase the Company’s authorized share capital from $2,000,000 to $4,000,000. As a result of this increase, the Company’s


F- 18


authorized share capital was changed to 35,000,000 common shares, par value $0.10 per share (or $3,500,000) and 50,000,000 preferred shares, par value $0.01 per share (or $500,000). As a result of the reduction in par value of the Company's common shares from $0.10 to $0.01 per share with effect from June 5, 2019, as described above, the number of authorized common shares was increased from 35,000,000 to 350,000,000.
In December 2018, we issued an aggregate of 1,175,474 common shares as part of the Private Placement at $4.20 per share, resulting in net proceeds to us of $4.9 million. 
In March 2017, the Company completed an underwritten public follow-on offering of 4,130,000 common shares for net proceeds of $48.3 million.
Equity Lines of Credit
In March 2019, the Company entered into an Initial Equity Line of Credit with SOI, a related party, and Mackenzie Financial Corporation ("Mackenzie"). SOI is owned and controlled by certain members of the Lolli-Ghetti family, of which our Chairman and Chief Executive Officer, Mr. Emanuele Lauro, and our Vice President, Mr. Filippo Lauro, are members. The Initial Equity Line of Credit provided for $20 million to be available on demand to the Company in exchange for common shares of the Company priced at 0.94 multiplied by the then-prevailing 30-day trailing volume weighted average price. The issuances of common shares under the Initial Equity Line of Credit during the year ended December 31, 2019 were as follows:
In April 2019, 3,240,418 common shares were issued under the Initial Equity Line of Credit (split equally between SOI and Mackenzie) for approximately $2.78 per share and aggregate net proceeds of $9.0 million.
In June 2019, 1,421,472 common shares were issued under the Initial Equity Line of Credit (split equally between SOI and Mackenzie) for approximately $3.52 per share and aggregate net proceeds of $5.0 million.
In October 2019, 2,356,108 common shares were issued under the Initial Equity Line of Credit (split equally between Scorpio Services Holding Limited, a related party, ("SSH") (as SOI’s nominee) and Mackenzie) for $1.06 per share for aggregate net proceeds of $2.5 million.
In December 2019, 3,143,709 common shares were issued under the Initial Equity Line of Credit for aggregate net proceeds of $3.5 million. 1,492,508 common shares were issued to Mackenzie and 1,651,201 common shares were issued to SSH, a related party, (as SOI’s nominee) for $1.11 per share.
Following the December 2019 issuance, the Initial Equity Line of Credit was fully drawn, and there is no further capacity thereunder.
In January 2020, the Company entered into a new common stock purchase agreement with SSH, a related party, (the “New Equity Line of Credit”) which provides for $15 million to be available on demand to the Company in exchange for its common shares priced at 0.94 multiplied by the then-prevailing five-day trailing volume weighted average price. Under the terms of the New Equity Line of Credit, the Company is precluded from issuing shares under the New Equity Line of Credit if the price of the Company’s common stock (calculated on a volume weighted average basis over the preceding five days) is below $0.60 per share. In March 2020, we issued 5,668,317 common shares to SSH for $0.88 per share under the New Equity Line of Credit for aggregate net proceeds of $5.0 million.

9.SEGMENT REPORTING
For the periods January 1, 2019 to April 8, 2019, and for the long-term debtyears ended December 31, 2018 and 2017 (Predecessor), the Company consisted of ten PSVs, all of which primarily operated in the North Sea and surrounding areas, and therefore was considered as one reportable segment, the OSV market. Therefore, the financial information for these periods can be found in the Predecessor periods of the Consolidated Statements of Operations and Comprehensive (Loss) Income and the Consolidated Balance Sheets.
Effective April 9, 2019, for the Successor period, we reported two operating segments - the North Sea segment (where our ten PSVs operate) and the West Coast of Africa segment (where our two AHTS vessels and 11 crew boats operate), which is consideredconsistent with how our chief operating decision maker reviews operating results for purposes of allocating resources and assessing performance. Certain expenses incurred by the Company are not attributable to be approximately equalany specific segment. Accordingly, these costs are not allocated to the carrying value since itNorth Sea or West Africa segments and are included in the results below as "Corporate".
reflects both a recently revised margin and a variable interest rate.The following schedule presents segment information about the Company's operations for the period April 9, 2019 to December 31, 2019 (Successor):
In thousands of U.S. dollarsNorth Sea
West Coast of Africa
Corporate
Total
Charter Revenue$29,911
$6,644


$36,555
Vessel operating expenses(20,104)
(7,126)


(27,230)
Voyage expenses(783)
(341)


(1,124)
General and administrative expenses(1,068)
(184)
(3,282)
(4,534)
Depreciation expense(6,578)
(1,874)


(8,452)
Interest income



39

39
Interest expense

(347)
(6,224)
(6,571)
Other financial income (expense)



(136)
(136)
Segment income / (loss)$1,378
$(3,228)
$(9,603)
$(11,453)
The following schedule presents the Company's assets by segment as of December 31, 2019 (Successor):

In thousands of U.S. dollarsNorth Sea
West Coast of Africa
Corporate
Total
Total assets$170,229

$28,133

$3,547

$201,909



6.
10.REVENUE AND CUSTOMER CONCENTRATIONS
Our revenues are generated from time charter contracts for which we provide a vessel and crew on a rate per day basis in the spot market and the term market. The lease component consists of the vessel leased to our customers and the non-lease component consists of the technical management services provided to operate the vessel.
We, as lessor of our vessels, have elected the practical expedient under ASC 842 to not separate non-lease components from the associated lease component and instead to account for those components as a single component since both of the following criteria were met: (i) the timing and patterns of transfer of the non-lease component and associated lease are the same; and (ii) the lease component, if accounted for separately, would be classified as an operating lease. The single combined component is accounted for under ASC 842 if the lease component is the predominant component and, is accounted for under ASC 606 if the non-lease component is the predominant component. We elected this practical expedient to combine our lease and non-lease components for all classes of underlying assets and have accounted for the combined component under ASC 606 for revenue contracts qualifying for this practical expedient because we have concluded that the non-lease component is the predominant component in our current revenue contracts. Accordingly, all of revenues for the historical periods presented (both Predecessor and Successor) have been recognized over time based on the daily rate of hire that is prescribed in each contract.
The following table sets forth the breakout of revenue by vessel type:

Successor
 Predecessor
In thousands of U.S. dollars except per share and share dataApril 9 - December 31, 2019
 January 1 - April 8, 2019
Year ended December 31, 2018
Year ended December 31, 2017
Charter revenues - PSVs29,911

 5,258

20,654

17,895
Charter revenues - AHTS vessels3,729

 




Charter revenues - crew boats2,915

 




Total charter revenue36,555

 5,258

20,654

17,895
As of December 31, 2019, we were party to long-term time charter contracts, which were greater than one year in duration, for four of our crew boats with commitments through early 2021. Expected term charter revenues for these contracts is $3.4 million in 2020 and $0.2 million in 2021. The aggregate carrying value of these vessels was $6.3 million as of December 31, 2019. As of December 31, 2018, the Company had entered into two long-term time charter contracts for two of its PSVs with commitments through 2020. Expected time charter revenues for these contracts was $3.7 million in 2020. The aggregate cost of these vessels was $82.7 million and the aggregate accumulated depreciation (including impairment charges) and carrying value as of December 31, 2018 was $47.9 million and $34.8 million, respectively. As of December 31, 2017, there were no long-term time charter contracts.
As of December 31, 2019, there were no unamortized deferred costs of obtaining or fulfilling a contract.
Customer Concentrations
Set forth below are figures summarizing our customer concentrations for the historical periods presented:
For the Successor period from April 9, 2019 to December 31, 2019, we had one customer which accounted for 13% of total revenues.


F- 20


For the Predecessor period from January 1, 2019 to April 8, 2019, we had four customers which accounted for an aggregate of 63% of total revenues (20%, 18%, 13%, and 12%, respectively).
For the year ended December 31, 2018, (Predecessor), we had two customers which accounted for an aggregate of 25% of total revenues (13% and 12%, respectively).
For the year ended December 31, 2017 (Predecessor), we had three customers which accounted for an aggregate of 44% of total revenues (21%, 13%, and 10%, respectively).
As of December 31, 2019 (Successor), we had three customers which accounted for an aggregate of 44% of our outstanding accounts receivable (16%, 14%, and 14% respectively).
As of December 31, 2018 (Predecessor), we had three customers which accounted for an aggregate of 76% of our outstanding accounts receivable (32%, 30%, and 14%, respectively).

11.INTEREST COSTS

Interest costs consist of interest incurred on the long-term debt, the commitment fee and amortization of the deferred financing cost related to the Initial Credit Facility and the DVB Credit Facility described in Note 6.7.

All amounts in USD '000 2017  2016  2015 
Interest Costs, net of capitalized interest  4,428   2,781   752 
Commitment Fee  93   327   750 
Amortization of Deferred Financing Cost  359   359   305 
Total interest costs  4,880   3,467   1,807 

For the years ended December 31, 2017 and 2016, $0.0 million and $0.1 million of interest costs were capitalized, respectively.
 Successor  Predecessor
 For the period April 9 to December 31, 2019
 For the period January 1 to April 8, 2019
For the year ended December 31,
In thousands of U.S. dollars
 
2018
2017
Interest costs$6,571

 $2,445
 $7,574

$4,428
Amortization of deferred financing costs0

 90
 359

359
Commitment fee0

 20
 98

93
Total interest costs$6,571

 $2,555
 $8,031

$4,880

7.
12.EARNINGS PER SHARE

Basic earnings per share ("EPS"(“EPS”) is calculated by dividing net (loss) income by the weighted average number of common shares outstanding for the period. Diluted EPS areis calculated by dividing net income by the weighted average number of common shares and potentially dilutive common share equivalents outstanding during the period. ForThere were no potentially dilutive common share equivalents for any of the periods presented.
 Successor  Predecessor
 For the period April 9 to December 31, 2019
 For the period January 1 to April 8, 2019
For the year ended December 31,
In thousands of U.S. dollars
 
2018
2017
Numerator
  
 


Net Loss(11,453)  (7,663) (197,294)
(29,326)
Denominator

  

 




Basic and diluted - Weighted Average Common Shares Outstanding20,481,174
  7,374,069
 6,263,094

5,499,561



  

 




Loss per Common Share

  

 




Basic and diluted(0.56)  (1.04) (31.50)
(5.33)
13.RELATED PARTY TRANSACTIONS


F- 21


During the periods from January 1, 2019 to April 8, 2019 (Predecessor), April 9, 2019 to December 31, 2019 (Successor), and years ended December 31, 2018 and 2017 2016(Predecessor), we were party to a management agreement with Scandic American Shipping Ltd (“Scandic”), a wholly owned subsidiary of Nordic American Tankers Ltd. (“NAT”), for the provision of administrative services. Scandic and 2015,NAT were related parties of ours due to NAT’s ownership interest in the Company hadat the time, along with certain shared management personnel.
As a result of the Transaction, along with a subsequent reduction in NAT’s ownership interest in the Company, both NAT and Scandic are no longer deemed related parties. On May 1, 2019, the Company tendered notice to NAT that it shall terminate the management agreement with NAT upon the expiration of 180 days from the date of such notice (the “Transition Period”). The management agreement with NAT and Scandic was terminated upon the expiration of the Transition Period on October 28, 2019.
Acquisition of AHTS Vessels and Crew Boats
In April 2019, as part of the Transaction (which is described in Note 1), we acquired 13 vessels, including associated debt, consisting of two AHTS vessels and 11 crew boats from SOHI, a related party that is owned and controlled by certain members of the Lolli-Ghetti family, of which our Chairman and Chief Executive Officer, Mr. Emanuele Lauro and our Vice President, Mr. Filippo Lauro, are members, in exchange for 8,126,219 common shares of the Company at approximately $2.78 per share for aggregate net loss, thus any effectconsideration of $22.6 million.
Equity Lines of Credit
In March 2019, the Company entered into an Initial Equity Line of Credit with SOI, a related party, and Mackenzie. SOI is owned and controlled by certain members of the Lolli-Ghetti family, of which our Chairman and Chief Executive Officer, Mr. Emanuele Lauro, and our Vice President, Mr. Filippo Lauro, are members. The Initial Equity Line of Credit provided for $20 million to be available on demand to the Company in exchange for common shares of the Company priced at 0.94 multiplied by the then-prevailing 30-day trailing volume weighted average price. The issuances of common stock equivalents outstanding wouldshares under the Initial Equity Line of Credit during the year ended December 31, 2019 are described in Note 8.
In December 2019, the Company reached an agreement to enter into the New Equity Line of Credit with SSH, a related party. The New Equity Line of Credit was executed in January 2020 and provides for $15 million to be antidilutive.available on demand to the Company in exchange for its common shares priced at 0.94 multiplied by the then-prevailing five-day trailing volume weighted average price. In March 2020, we issued 5,668,317 common shares to SSH for $0.88 per share under the New Equity Line of Credit for aggregate net proceeds of $5.0 million.

All figures in USD 2017  2016  2015 
Numerator         
Net Loss  (29,326,000)  (32,151,000)  (10,844,000)
Denominator            
Basic - Weighted Average Common Shares Outstanding  54,995,614   20,939,260   23,203,142 
Dilutive effect of Warrants issued  -   -   - 
Dilutive - Weighted Average Common Shares Outstanding  54,995,614   20,939,260   23,203,142 
Loss per Common Share            
Basic  (0.53)  (1.54)  (0.47)
Dilutive  (0.53)  (1.54)  (0.47)

Administrative Services Agreement
F-13On June 19, 2019, the Company entered into an agreement with SSH, for the provision of administrative staff and office space, and administrative services, including accounting, legal compliance, financial and information technology services (the “Administrative Services Agreement”). SSH is majority owned by the Lolli-Ghetti family, of which Mr. Emanuele Lauro, our Chairman and Chief Executive Officer, and Mr. Filippo Lauro, our Vice President, are members.

The Administrative Services Agreement is on substantially the same terms as the previous management agreement with NAT. Under the terms of the Administrative Services Agreement, the Company shall pay an annual fee of $10,000 per vessel (the “Fee”), and will reimburse SSH for the reasonable direct or indirect expenses it incurs in providing the Company with the administrative services described above. The Fee was not payable to SSH as it pertains to the ten PSVs in the Company’s fleet during the Transition Period. The Administrative Services Agreement may be terminated by the Company upon 180 days' notice.
Commercial and Technical Management
The Company’s AHTS vessels and crew boats are commercially managed by Scorpio Commercial Management S.A.M. ("SCM") and technically managed by Scorpio Ship Management S.A.M. ("SSM") pursuant to a Master Agreement, which may be terminated by either party upon 24 months' notice, unless terminated earlier in accordance with its provisions. SSM and SCM are related parties of ours and are owned and controlled by certain members of the Lolli-Ghetti family of which Mr. Emanuele Lauro, our Chairman and Chief Executive Officer, and Mr. Filippo Lauro, our Vice President, are members. In the event of the sale of one or more vessels, a notice period of three


months and a payment equal to three months of management fees will apply, provided that the termination does not amount to a change in control of the AHTS vessels or crew boats, including a sale of all or substantially all of the AHTS vessels or crew boats, in which case a payment equal to 24 months of management fees will apply.
8.SHAREHOLDERS' EQUITY
Additional vessels in our fleet, or that we may acquire, may potentially also be managed under the Master Agreement, or on substantially similar terms, at some point in the future.

SCM’s services include securing employment, in the spot market and on time charters, for our AHTS vessels and crew boats. We pay SCM a management fee equal to 1.25% of gross revenues per charter fixture. SCM may subcontract these services to third-parties pursuant to the Master Agreement.
Authorized, issuedSSM’s services include day-to-day vessel operations, performing general maintenance, monitoring regulatory and outstanding common shares roll-forward is as follows:

  Authorized shares  Issued Shares  Outstanding Shares  Common Shares 
Balance, January 1, 2015  250,000,000   23,431,370   23,431,370   234 
Common Shares Repurchased under Share Repurchase Program  -       (870,839)    
Balance, December 31, 2015  250,000,000   23,431,370   22,560,531   234 
Common Shares Repurchased under Share Repurchase Program          (301,935)    
Common Shares Repurchased in Private Transaction          (1,571,749)    
Balance, December 31, 2016  250,000,000   23,431,370   20,686,847   234 
Common Shares Issued      41,300,000   41,300,000   413 
Balance, December 31, 2017  250,000,000   64,731,370   61,986,847   647 

Common shares issuedclassification society compliance, customer vetting procedures, supervising the maintenance and general efficiency of vessels, arranging the hiring of qualified officers and crew, arranging and supervising drydocking and repairs, purchasing supplies, spare parts and new equipment for vessels, appointing supervisors and technical consultants and providing technical support. SSM may subcontract these services to third-parties pursuant to the Master Agreement. We pay SSM an annual fee of $156,000 per vessel for the AHTS vessels and an annual fee of $43,800 per vessel for the crew boats plus additional amounts for certain itemized services per vessel to provide technical management services for each of our AHTS vessels and crew boats.
The Company's authorized share capital is 200,000,000 common shares, par value $0.01 per sharefollowing table represents the related party transactions recorded in our statements of operations for the Predecessor and 50,000,000 preferred shares, par value $0.01 per share.Successor periods:

Repurchase plan
  Successor

Predecessor
In thousands of U.S. dollarsApril 9 to December 31, 2019

January 1 to April 8, 2019 Year ended December 31, 2018 Year ended December 31, 2017
Vessel operating expense:



 
 

 Scorpio Ship Management SAM$576



 
 
Voyage expense:



 
 

Scorpio Commercial Management SAM82



 
 
General and administrative expense:



 
 

 Scorpio Services Holding Limited353



 
 

 Scorpio Commercial Management SAM69



 
 

 Scorpio Tankers Inc. (1)
33



 
 

 Nordic American Tankers Limited


$323
 $2,324
 $2,426
Total general and administrative expense:$455


$323
 $2,324
 $2,426
In May 2015(1)    Relates to certain shared office expenses that were reimbursed to this entity.
The following table reflects the Company announced a share repurchase program of under which the Company may repurchase upbalances due to 2.5 million of NAO's outstanding common stock over the two subsequent years. Asrelated parties as of December 31, 20162019 (Successor) and 2015December 31, 2018 (Predecessor):

In thousands of U.S. dollarsDecember 31, 2019 (Successor)
December 31, 2018 (Predecessor)
Liabilities


Accounts payable, related party:



Scorpio Ship Management SAM$480

$

Scorpio Services Holding Limited265



Scorpio Commercial Management SAM165



Scorpio Offshore Holding Inc6



Nordic American Tankers Limited

492
Total accounts payable, related party:$916

$492

14.    GOING CONCERN
Under ASC paragraph 205-40 (the "Standard"), management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both(1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and(2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued.  Generally, to be considered probable of being effectively implemented, the plans must have been approved before the date that the financial statements are issued.
The Company regularly performs cash flow projections to evaluate (i) whether it will be in a position to cover the liquidity needs for the next 12-month period and (ii) the compliance with financial and security ratios under the existing and future financing agreements. In developing estimates of future cash flows, the Company had repurchased 301,935makes assumptions about the vessels’ future performance, market rates, operating expenses, capital expenditure, fleet utilization, general and 870,839administrative expenses, loan repayments and interest charges. The assumptions applied are based on historical experience and future expectations.  Nevertheless, volatility in the offshore market makes forecasting difficult, and there is the possibility that the Company’s actual trading performance during the coming year may be materially different from expectations. 
Economic conditions in the offshore market during 2019 reflected a gradual improvement from the lows of previous years and were showing signs that the industry was in the early stages of a broader recovery. The Company’s operating results during 2019 (in both the Predecessor and Successor periods) reflected this improvement, as losses from operations narrowed when compared to prior periods. Additionally, as highlighted elsewhere in these financial statements, the Company executed a series of transactions during 2019 and 2020, such as the Transaction, the New Term Loan Facility and the New Equity Line of Credit in an effort to recapitalize the Company and create a platform for future growth.
Nevertheless, since the beginning of the calendar year 2020, the outbreak of the novel coronavirus (the "COVID-19") has resulted in the implementation of numerous actions by governments and governmental agencies in an attempt to mitigate the spread of the virus. These measures have resulted in a significant reduction in global economic activity and extreme volatility in the global financial markets which has reduced the global demand for oil and related products. Additionally, in March 2020, output disagreements between OPEC producing nations (led by Saudi Arabia) and Russia triggered a price war sending the price of crude oil to lows not seen in decades. The confluence of these events has resulted in a precipitous pull back of production and capital expenditure outlays from major oil producers throughout the world. Consequently, the markets in which our vessels operate have come under significant pressure in the form of reduced spot market rates and utilization, higher lay-up activity, and contract cancellations and renegotiations.

These conditions have caused management to revisit its cash flow projections for the next 12-month period under revised assumptions. Under these revised assumptions, the Company projects that it might breach certain financial covenants under its credit facilities within 12 months from the date of these financial statements. Additionally, under the terms of the New Equity Line of Credit, the Company is precluded from issuing shares under the share repurchase program, respectively. TheNew Equity Line of Credit if the price of the Company’s common stock (calculated on a volume weighted average basis over the preceding five days) is below $0.60 per share. In March and April 2020, the price of the Company’s common stock fell below this threshold on certain occasions and for sustained periods of time. Additionally, as described in Item 3. Key Information D. Risk Factors, we have received two deficiency notifications from the NYSE that could result in suspension or delisting of our common shares. We have until November 2020, and August 2021, subject to certain conditions, to cure each of these deficiencies. If our stock is delisted, then the Company repurchased a total of 1,172,774is precluded from issuing shares under the share repurchase program New Equity Line of Credit. If additional liquidity under the New Equity Line of Credit is unavailable, the Company might breach covenants under its credit facilities, or face liquidity constraints, sooner than would otherwise occur under the revised projections.
The repurchase program hadCompany has commenced discussions with its lenders in an effort to find possible solutions and is also considering other strategic alternatives to meet the Company’s obligations, such as the sale of some or all of the vessels in the Company’s fleet. The Company has also engaged an advisor to provide consultation throughout this process. There can be no assurance that these or other measures will be successful.
As these discussions are currently in a maturitypreliminary phase, there are no remedies that can be considered as probable for purposes of two years, and expired May 2017.the Standard.  Accordingly, substantial doubt is deemed to exist about the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements are issued.

9.
15.FINANCIAL INSTRUMENTS AND OTHER FAIR VALUE DISCLOSURES

The Company categorizes itsWe categorize our fair value estimates using a fair value hierarchy based on the inputs used to measure fair value for those assets and liabilities that are recorded on the balance sheet as fair value. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value as follows:

Level 1.Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.
Level 2.Inputs, other than the quoted prices in active markets that are observable either directly or indirectly; and
Level 3.Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments and other financial assets.assets accounted for under fair value.
-The carrying valuevalues of cash and cash equivalents, is aaccounts receivable, accounts payable, accounts payable, related party, and other current liabilities are reasonable estimateestimates of fair value.
-The estimated fair value for the long-term debt is considered to be equal to the carrying values since it reflects both a recently revised margin and a variable interest rates which approximate market rates.
-The basis for the estimated fair value of the firm commitment and the value related to the forward contracts has been put forth above.

F-14



The carrying value and estimated fair value of the Company'sCompany’s financial instruments and other assets accounted for under fair value at December 31, 20172019 (Successor) and 20162018 (Predecessor) are as follows:

All figures in USD '000 Fair Value Hierarchy Level  2017 Fair Value  2017 Carrying Value  2016 Fair Value  2016 Carrying Value 
Cash and Cash Equivalents  1   31,506   31,506   2,953   2,953 
Credit Facility  2   (137,000)  (137,000)  (137,000)  (137,000)

Contracts with the same counterparty are presented net as these contracts are allowed to be net settled.

   Successor Predecessor
In thousands of U.S. dollarsFair Value Hierarchy Level
2019 Fair Value
2019 Carrying Value
2018 Fair Value
2018 Carrying Value
Recurring








Cash and cash equivalents1
$12,681

$12,681

$8,446

$8,446
Accounts receivable1
8,381

8,381

2,602

2,602
Accounts payable1
4,192

4,192

843

843
Accounts payable, related party1
916

916

492

492
Other current liabilities1
2,768

2,768

3,147

3,147
Initial Credit Facility2
(132,905)
(132,905)
(132,905)
(132,905)
DVB Credit Facility2
(9,000)
(9,000)

















Non-recurring












Vessels2




176,914

176,914
The estimated fair valuevalues for the long-term debt, excluding issuance cost recognizedInitial Credit Facility and DVB Credit Facility are considered to approximate their carrying values because the interest rates on these instruments change with, or approximate, market interest rates and the interest margins under each loan approximate market rates.
Foreign Currency and Interest Rate Risk

Certain of our contracts with customers for our PSVs are denominated in the British Pound, the Norwegian Kroner, and, to a lesser extent, the Euro. Additionally, certain of the Company's vessel operating costs are denominated in these currencies as well. Transactions in foreign currencies during the year are translated into U.S. dollars at the rates of exchange in effect at the date of the transactions. We do not have any contracts denominated in a foreign currency that extend for greater than one year from December 31, 2019. We recorded the following exchange gain or losses during the historical periods presented:

Successor
 Predecessor

For the period April 9 to December 31, 2019
 For the period January 1 to April 8, 2019
For the year ended December 31,
In thousands of U.S. dollars
 
2018
2017
Exchange gain/(loss)56

 (164)
(626)
327
Additionally, we are exposed to the impact of interest rate changes primarily through our variable-rate borrowings, which consist of borrowings under our New Term Loan Facility and DVB Credit Facility (both of which are described in Note 1,7).
The New Term Loan Facility (which was executed in January 2020 and was utilized to refinance the Initial Credit Facility (also defined in Note 7)) has a principal balance of $132.9 million, is consideredexpected to be approximatelyrepaid in equal semi-annual installments of $7.5 million beginning in December 2021 with a balloon payment due upon maturity in December 2023, and bears interest at LIBOR plus a margin of 4.50% from December 2021 through December 2022 and LIBOR plus a margin of 5.5% from December 2022 through the maturity date of December 2023.
The DVB Credit Facility has a principal balance of $9.0 million, is expected to be repaid in consecutive quarterly installments of $0.2 million in aggregate with a balloon payment due upon the carrying value since it reflects bothmaturity date of September 2022, and bears interest at LIBOR plus a recently revised margin of 2.75%.
Significant increases in interest rates could adversely affect our net income and our ability to service our debt.
While there are no derivatives in place as of the date of these financial statements, nor were any in place for any of the historical periods presented, we may in the future use derivatives to partially offset our exposure to foreign currency and interest rate risk on expected future cash flows and certain existing assets and liabilities. However, we may choose not to hedge certain exposures for a variablevariety of reasons including, but not limited to, accounting considerations or the prohibitive economic cost of hedging particular exposures. There can be no assurance the hedges will offset more than a portion of the financial impact resulting from movements in foreign currency exchange or interest rate.rates.

10.OTHER CURRENT ASSETS AND ACCRUED LIABILITIES

Other Current Assets
All figures in USD '000 2017  2016 
Deferred Financing Costs  359   359 
Other Current Assets  331   738 
Total as of December 31,  690   1,097 

Accrued Liabilities
All figures in USD '000 2017  2016 
Accrued Interest  692   589 
Accrued Costs  684   515 
Deferred Revenues  388   1,106 
Total as of December 31,  1,764   2,210 


11.16.COMMITMENTS AND CONTINGENCIES

The CompanyWe may become a party to various legal proceedings generally incidental to itsour business and isare subject to a variety of environmental and pollution control laws and regulations. As is the case with other companies in similar industries, the Company faceswe face exposure from actual or potential claims and legal proceedings. Although the ultimate disposition of legal proceedings cannot be predicted with certainty, it is theour opinion of the Company's management that the outcome of any claim which might be pending or threatened, either individually or on a combined basis, will not have a materially adverse effect on the financial position of the Company, but could materially affect the Company'sCompany’s results of operations in a given year.
NoTo our knowledge, no claims have been filed against the Company, nor has it been partparty to any legal proceedings for the fiscal years ended December 31, 2017 and 2016.periods presented.
12.
17.SUBSEQUENT EVENTS
New Term Loan Facility
As described in Note 7, in December 2019, we reached an agreement with the lenders under the Initial Credit Facility, that the New Equity Line of Credit satisfied the condition precedent that the Company raise $15 million of additional equity in order to refinance the Initial Credit Facility with the $132.9 million New Term Loan Facility. In January 2020, the Company completed the refinancing of the Initial Credit Facility with the New Term Loan Facility. The terms and conditions of the New Term Loan facility are described in Note 7.
New Equity Line of Credit

On April 30, 2018,

F- 26


As described in Note 8, in December 2019, we reached an agreement to enter into the New Equity Line of Credit with SSH, a related party. The New Equity Line of Credit was executed in January 2020 and provides for $15 million to be available on demand to the Company executed amendmentin exchange for its common shares priced at 0.94 multiplied by the then-prevailing five-day trailing volume weighted average price.
On March 4, 2020, we issued 5,668,317 common shares under the New Equity Line of Credit for $0.88210 per share and waiver agreementsaggregate net proceeds of approximately $5.0 million.
Novel Coronavirus (COVID-19)
Since the beginning of the calendar year 2020, the COVID-19 outbreak that originated in Hubei province in China and that has since spread globally has resulted in the implementation of numerous actions taken by governments and governmental agencies in an attempt to mitigate the spread of the virus.  These measures have resulted in a significant reduction in global economic activity and extreme volatility in the global financial markets. The reduction of economic activity has significantly reduced the global demand for oil and refined petroleum products.  The recent actions taken by Saudi Arabia and other OPEC members to increase the production of oil in the near term has resulted in a steep decline in oil prices, negatively impacting the offshore drilling markets. We expect that the impact of the COVID-19 pandemic and the uncertainty in the supply of oil will continue to cause volatility in the commodity markets.  The scale and duration of the impact of these factors remain unknowable but could have a material impact on our credit facility expiringearnings, cash flow, financial condition and asset values for 2020. An estimate of the impact on December 31, 2019.the Company’s results of operations and financial condition cannot be made at this time.

On February 8, 2018, the Company declared a cash dividend of $0.02 per share with respect of the result of the fourth quarter 2017, which was paid on March 13, 2018.


F- 27
F-15