d1127360_6-k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13A-16 OR 15D-16 UNDER THE SECURITIES
EXCHANGE ACT OF 1934
 
For the month of September 2010
 
Commission File Number:  001-32199
 
SHIP FINANCE INTERNATIONAL LIMITED
(Translation of registrant's name into English)
 
Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM 08, Bermuda
(Address of principal executive offices)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ X ]     Form 40-F [   ]
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ________.
 
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ________.
 
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
 

 
 

 

INFORMATION CONTAINED IN THIS FORM 6-K REPORT
 
Attached as Exhibit 1 is a copy of the press release of Ship Finance International Limited (the "Company"), dated August 26, 2010, announcing the Company's preliminary financial results for the quarter ended June 30, 2010.
 
This Report on Form 6-K and the exhibit hereto, other than the section of the exhibit titled "Strategy and Outlook," are hereby incorporated by reference into the Company's Registration Statement on Form F-3 (Registration No. 333-150125), filed with the U.S. Securities and Exchange Commission (the "SEC") on April 7, 2008, and the Company's amended registration statement on Form F-3/A (Registration No. 333-158162), filed with the SEC on May 6, 2009.
 

 
 

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
 
 
 
SHIP FINANCE INTERNATIONAL LIMITED
(registrant)
 
       
Dated:  September 2, 2010
By:
/s/ Ole B. Hjertaker
 
 
Name:
Ole B. Hjertaker
 
 
Title:
Chief Executive Officer
 
   
Ship Finance Management AS
 
       
 
 


 
 

 

Exhibit 1
 

 


Ship Finance International Limited (NYSE: SFL) - Earnings Release
 
Reports preliminary 2Q 2010 results and increased quarterly dividend of $0.35 per share
 
Hamilton, Bermuda, August 26, 2010. Ship Finance International Limited ("Ship Finance" or the "Company") today announced its preliminary financial results for the quarter ended June 30, 2010.
 
 
Highlights
 
 
The Board of Directors declared an increased quarterly dividend of $0.35 per share. This is the second dividend increase in 2010 and the Company has now paid dividends the last 26 consecutive quarters.
 
 
Reported net income for the quarter was $43.6 million, or $0.55 per share.
 
 
Accrued profit share in the second quarter was $11.4 million, or $0.14 per share. Total accrued profit share for the first half of 2010 is $22.7 million.
 
 
We have agreed to acquire three 57,000dwt Supramax dry bulk carries for a total investment of $100.7 million. The vessels have been chartered to an Asia-based logistics company on long-term time charters at approximately $17,000 per day, adding approximately $160 million to our fixed-rate charter backlog.
 
 
Dividends and Results for the Quarter ended June 30, 2010
 
The Board of Directors has declared an increased quarterly cash dividend of $0.35 per share. The dividend will be paid on or about September 30, 2010 to shareholders of record as of September 10, 2010. The ex-dividend date will be September 8, 2010.
 
The profit share accrued in the second quarter was $11.4 million, or $0.14 per share, compared to $11.3 million, or $0.14 per share in the first quarter of 2010. The accrued profit share in the quarter was on the back of strong revenues in the tanker sector in the second quarter.
 
Under US GAAP, the ultra-deepwater drilling units West Polaris, West Hercules and West Taurus and the Panamax dry bulk carrier Golden Shadow are accounted for as 'investment in associate'. Consequently, only the aggregate 'net income' from these assets is recognized in the consolidated income statement of Ship Finance as 'results in associate'.
 
The Company reported total net operating revenues of $80.8 million, or $1.02 per share, in the second quarter of 2010. This number excludes charter hire classified as 'repayment of investments in finance lease', and also excludes substantial charter revenues earned by the assets classified as 'investment in associate'.
 
Reported net operating income for the quarter was $50.1 million, or $0.63 per share, and reported net income was $43.6 million, or $0.55 per share.
 
Financing and Capital Expenditure
 
As of June 30, 2010, the Company had $54.6 million of available cash. There are no refinancing requirements in the short term, and the Company is in compliance with all bank covenants. Several of our financing arrangements are in subsidiaries with no or limited guarantees from Ship Finance.
 
 
 
 

 
 
 
 
At quarter end, the Company had gross estimated capital commitments of approximately $154 million. Including the dry bulk vessels we have agreed to acquire subsequent to quarter-end, the total gross capital commitment is $255 million, with the following estimated payment schedule.
 
 
2H 2010
2011
2012
Total
Dry bulk
$88 mill.
$115 mill.
$38 mill.
$241 mill.
Container
$14 mill.
-
-
$14 mill.
Gross investment
$102 mill.
$115 mill.
$38 mill.
$255 mill.
 
As of June 30, 2010, payments to the yards total $69 million, and have been funded from our available cash. We expect to secure financing for these vessels in due course, which may significantly reduce the requirement for additional cash investments.
 
Business Update
 
As of June 30, 2010 and including subsequent acquisitions, the fixed-rate charter backlog from our fleet of 71 vessels and rigs was approximately $6.8 billion, with an average remaining charter term of 8.2 years, or 12.1 years if weighted by charter revenue. Some of our charters include purchase options that, if exercised, would reduce the fixed charter backlog and average remaining charter term.
 
In April 2010, the single-hull VLCC Golden River was sold to an unrelated third party for a net sales price of approximately $12.6 million. Ship Finance received net cash proceeds of approximately $4.7 million after prepayment of associated debt and compensation to Frontline Ltd. ("Frontline") for the termination of the current charter. We recorded a minor book impairment on the sale of the vessel in the second quarter.
 
The single-hull VLCC Front Sabang was announced sold on hire-purchase terms in 2008 with final delivery to the buyer in 2011. Ship Finance and the buyer have now agreed to terminate the agreement in early September 2010 concurrently with the buyer's intended disposal of the vessel. Ship Finance will then receive the balance of the lease and will no longer have title to the vessel.
 
The continued reduction of our single-hull tanker exposure is in line with the Company's strategy of focusing on modern assets in various shipping and offshore segments, and Ship Finance will have only five non-double hull crude oil tankers remaining in the fleet. These vessels have been accounted for as finance leases, but will be reclassified as operating leases from the respective vessel's anniversary date in 2010. This means that the full charter hire will be recorded in revenues but also that there will be ordinary depreciation relating to these assets. During the second quarter Ticen Ocean and Titan Orion were reclassified to operating leases, while Titan Aries was reclassified to operating lease in the first quarter. The two remaining single hull vessels, Ticen Sun and Front Ace, will be reclassified in the third quarter. For a detailed breakdown of the accounting effect, please contact us at ir@shipfinance.no.
 
Our newbuilding 1,700 teu container vessel, SFL Avon, is expected to be delivered from the shipyard in October 2010. We have agreed to charter the vessel to a major container line on a six-month time charter with a net charter rate of approximately $8,100 per day with an option to extend the charter for another six months at a higher rate.
 
Subsequent to quarter-end, Ship Finance has agreed to acquire three 57,000dwt Supramax dry bulk carriers built in China. The total acquisition price is $100.7 million. The vessels include one 2009-built vessel with expected delivery to the Company in the fourth quarter 2010 and two newbuildings with estimated delivery to the Company in the fourth quarter 2010 and first quarter 2011. The payment terms are 20% deposit on signing of contract, and the remaining balance to be paid on delivery of the vessels. Financing has not yet been finalized, but we have received indications from banks for 80% of purchase price.
 
Concurrently with the bulker acquisitions, the Company has secured long-term time charters for the vessels to an investment-grade Asia-based logistics company with a market capitalization close to $5 billion. The average charter period will be approximately 9 years and the average net charter rate is approximately $17,000 per day per vessel. There are no purchase options attached. This transaction will further diversify our charter portfolio with respect to clients and market segments.
 
On all 31 double-hull vessels on long-term contracts to Frontline, Ship Finance is also entitled to receive 20% of the time charter equivalent ("TCE") earnings in excess of a base charter rate. The spot tanker market rates were in line with the first quarter and this resulted in a profit share contribution of $11.4 million in the second quarter. Into the third quarter, charter rates for tankers have softened compared to the first and second quarters, and this is expected to have an impact also on the profit share contribution in the third quarter.
 
The Company's four drilling units are all on long-term fixed-rate bareboat contracts to Seadrill Limited ("Seadrill"), and generated approximately $96.4 million of combined charter revenues in the second quarter. Three of these assets are classified as investment in associate. Seadrill has sub-chartered all our drilling units to oil companies on very profitable terms. Due to the fixed-rate charter structure, Ship Finance is not directly impacted by short-term fluctuations in the drilling market.

Ship Finance also owns several other vessels, including offshore support vessels, container vessels and dry bulk vessels. All our operating vessels and rigs, except one 1,700 teu container vessel, are on long-term fixed-rate contracts that provides the Company with stability in cash-flow and earnings irrespective of fluctuations in the short-term charter market.
 
 
 
 
 

 
 
Corporate and Other Matters
 
Shareholders will not have the option to receive their dividends from the Company in the form of newly issued common shares this quarter. However, shareholders who would like to reinvest their cash dividend in additional shares are encouraged to sign up for our Dividend Reinvestment Plan with our transfer agent BNY Mellon. A link is available at the Company's website: www.shipfinance.org
 
Mr. Craig H. Stevenson, Jr., who has served as a Director since 2007, has notified the Board that he will not stand for re-election at the Company's Annual General Meeting on September 24, 2010. Mr. Stevenson is in the process of building up a tanker owning company, which will require all of his time and attention. The Board of Directors thanks Mr. Stevenson for his valuable contribution to the Company and wishes him all the best in the future.
 
Strategy and Outlook
 
The announced acquisition of three 57,000 dwt Supramax bulk carriers combined with long term charters is in line with Ship Finance's strategy to grow the portfolio in an accretive manner, and the delivery of these vessels will increase the Company's fixed-rate charter income and distribution capacity.
 
The management is committed to continue the conservative profile of the Company and the strategy is to charter out the majority of our assets on long-term charters to reputable operators in the shipping and offshore markets. Our diversified and extensive charter portfolio with more than 12 years average remaining weighted charter coverage provides the Company with a robust business platform, and supports a predictable long-term dividend capacity.
 
We will have an opportunistic approach to both segment and charter structure going forward, and vessels may from time to time also be chartered out on shorter term basis if we believe it will enhance total return for our shareholders.
 
Forward Looking Statements
 
This press release contains forward looking statements. These statements are based upon various assumptions, many of which are based, in turn, upon further assumptions, including Ship Finance management's examination of historical operating trends, data contained in the Company's records and other data available from third parties. Although Ship Finance believes that these assumptions were reasonable when made, because assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond its control, Ship Finance cannot give assurance that it will achieve or accomplish these expectations, beliefs or intentions.
 
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, fluctuations in currencies and interest rates, general market conditions including fluctuations in charter hire rates and vessel values, changes in demand in the markets in which we operate, changes in demand resulting from changes in OPEC's petroleum production levels and worldwide oil consumption and storage, developments regarding the technologies relating to oil exploration, changes in market demand in countries which import commodities and finished goods and changes in the amount and location of the production of those commodities and finished goods, increased inspection procedures and more restrictive import and export controls, changes in our operating expenses, including bunker prices, drydocking and insurance costs, performance of our charterers and other counterparties with whom we deal, timely delivery of vessels under construction within the contracted price, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, and other important factors described from time to time in the reports filed by the Company with the Securities and Exchange Commission.
 
August 26, 2010
The Board of Directors
Ship Finance International Limited
Hamilton, Bermuda
 
Questions should be directed to:
 
Ole B. Hjertaker: Chief Executive Officer, Ship Finance Management AS
+47 23114011 / +47 90141243
 
Magnus T. Valeberg: Vice President, Ship Finance Management AS
+47 23114012 / +47 93440960
 
 
 

 
 
SHIP FINANCE INTERNATIONAL LIMITED
SECOND QUARTER 2010 REPORT (UNAUDITED)
 
 

INCOME STATEMENT (in thousands of $ except per share data)
 
Three months ended
   
Six months ended
   
Full year
 
   
Jun, 30
2010
   
Jun, 30
2009
   
Jun, 30
2010
   
Jun, 30
2009
   
2009
(audited)
 
Charter revenues - operating lease
    17,288       17,947       35,247       36,568       71,881  
Charter revenues - finance lease
    88,601       108,428       219,279       217,838       450,707  
Revenues classified as Repayment of investment in finance leases
    (36,565 )     (46,201 )     (113,901 )     (92,017 )     (210,386 )
Profit share income
    11,430       8,015       22,745       22,502       33,018  
Total operating revenues
    80,754       88,189       163,370       184,891       345,220  
Gain / (loss) on sale of assets
    (121 )     -       27,688       -       24,721  
                                         
Vessel operating expenses
    (19,781 )     (23,438 )     (40,818 )     (47,084 )     (91,494 )
Administrative expenses
    (2,634 )     (2,358 )     (5,247 )     (5,118 )     (12,191 )
Depreciation
    (8,143 )     (7,533 )     (16,040 )     (14,983 )     (30,236 )
Vessel impairment adjustments
    -       (26,756 )     -       (26,756 )     (26,756 )
                                         
Total operating expenses
    (30,558 )     (60,085 )     (62,105 )     (93,941 )     (160,677 )
                                         
Operating income
    50,075       28,104       128,953       90,950       209,264  
                                         
Results in associate(1)
    17,958       18,889       36,240       39,379       75,629  
                                         
Interest income
    213       63       400       149       240  
Interest expense
    (24,168 )     (29,361 )     (51,226 )     (61,834 )     (117,075 )
Other financial items
    (249 )     (292 )     (761 )     (1,247 )     (1,625 )
Impairment adjustment to investment
    -       (7,110 )     -       (7,110 )     (7,110 )
Mark to Market of Derivatives
    (265 )     20,648       (13,089 )     13,310       12,675  
Gain on re-purchase of Company Bonds
    47       22,601       47       22,601       20,600  
Taxes
    -       -       -       -       -  
Net income
    43,611       53,542       100,564       96,198       192,598  
                                         
Basic earnings per share ($)
    0.55       0.72       1.27       1.30       2.59  
                                         
Weighted average number of shares
    79,125,000       74,080,171       78,986,226       73,812,828       74,399,126  
Common shares outstanding
    79,125,000       76,239,001       79,125,000       76,239,001       78,194,699  
 
 
(1)
Three of our subsidiaries, owning four of our units are accounted for as 'Investment in associate', and only the net income from these subsidiaries is therefore included in our consolidated Income Statement.



 
 

 

SHIP FINANCE INTERNATIONAL LIMITED
SECOND QUARTER 2010 REPORT (UNAUDITED)
 

 
BALANCE SIHEET
(in thousands of $)
 
Jun, 30
2010
   
Jun, 30
2009
   
Dec 31,
2009
 (audited)
 
ASSETS
                 
Short term
                 
Cash and cash equivalents
    54,585       61,367       84,186  
Restricted cash
    4,101       813       4,101  
Amount due from related parties
    34,690       21,758       33,861  
Other current assets
    134,526       167,269       143,109  
                         
Long term
                       
Newbuildings
    71,114       88,822       71,047  
Vessels and equipment, net
    585,834       571,836       556,607  
Investment in finance leases
    1,552,978       1,816,223       1,653,826  
Investment in associate(1)
    429,385       452,835       444,435  
Deferred charges
    15,812       12,698       7,927  
Other long-term assets
    2,965       1,841       2,329  
                         
Total assets
    2,885,990       3,195,462       3,001,428  
                         
LIABILITIES AND STOCKHOLDERS' EQUITY
                       
Short term
                       
Short term and current portion of long term interest bearing debt
    228,465       394,482       292,541  
Other current liabilities
    11,729       26,039       26,920  
Amount due to related parties
    33,111       45,413       422  
                         
Long term
                       
Long term interest bearing debt
    1,724,913       1,960,697       1,843,409  
Other long term liabilities
    94,232       96,704       88,808  
                         
Stockholders' equity(2)
    793,540       672,127       749,328  
Total liabilities and stockholders' equity
    2,885,990       3,195,462       3,001,428  

 
(1)
Three of our subsidiaries, owning four of our units, are accounted for as 'Investment in associate'. Stockholder's equity in each subsidiary is adjusted for current account balance.
(2)
As of June 30, 2010, 'Stockholders' equity' excludes $191.0 million of deferred equity which is being recognized over time. In connection with the initial and subsequent acquisitions of vessels from Frontline, Ship Finance has accounted for the difference between the historical cost of the vessels and the net investment in the lease as a deferred equity contribution. This deferred equity contribution is shown as a reduction in the net investment in finance leases in the balance sheet. This results from the related party nature of both the transfer of the vessel and the subsequent charter. This deferred equity is amortized to 'Stockholders' equity' in line with the charter payments received from Frontline.
 
 
 
 
 

 
 
SHIP FINANCE INTERNATIONAL LIMITED
 SECOND QUARTER 2010 REPORT (UNAUDITED)



 
STATEMENT OF CASHFLOWS
(in thousands of $)
 
Three months ended
   
Six months ended
   
Full year
 
   
Jun, 30
2010
   
June, 30
2009
   
Jun, 30
2010
   
Jun, 30
2009
   
2009
(audited)
 
               
 
   
 
   
 
 
OPERATING ACTIVITIES
                             
Net income
    43,611       53,542       100,564       96,198       192,598  
Adjustments to reconcile net income to net cash provided by operating activities:
                                       
Depreciation and amortisation
    8,478       7,985       17,581       15,957       32,860  
Asset impairment adjustments
    -       33,866       -       33,866       33,866  
Adjustment of financial derivatives to market value
    265       (20,648 )     13,089       (13,310 )     (12,675 )
Gain on sale of assets
    122       -       (27,687 )     -       (24,721 )
Result in associate
    (17,958 )     (18,889 )     (36,240 )     (39,379 )     (75,629 )
Stock based compensation
    571       265       1,029       550       1,392  
Gain on re-purchase of Company Bonds
    (47 )     (22,601 )     (47 )     (22,601 )     (20,600 )
Other
    (130 )     (85 )     (245 )     (303 )     (477 )
Change in operating assets and liabilities
    (64,072 )     (24,116 )     35,089       10,869       (1,092 )
Net cash provided by operating activities
    (29,160 )     9,319       103,133       81,847       125,522  
                                         
INVESTING ACTIVITIES
                                       
Repayment of investments in finance leases
    36,314       45,949       113,403       91,516       209,368  
Restricted cash released/(placed)
    -       53,521       -       59,290       56,002  
Proceeds from sale of vessel/new buildings
    12,631       -       29,298       -       163,086  
Net investment in newbuildings
    (8,906 )     (8,139 )     (69,007 )     (19,006 )     (71,468 )
Cash received from /(Investment in) associates
    18,169       18,873       33,777       30,860       68,000  
Other assets / investments
    -       (5 )     (638 )     (254 )     (920 )
                                         
Net cash (used in) provided by investing activities
    58,208       110,199       106,833       162,406       424,068  
                                         
FINANCING ACTIVITIES
                                       
Proceeds from long and short term debt
    (24,116 )     90,000       810,200       134,500       134,500  
                                         
Expenses paid in connection with securing finance
    (322 )     (262 )     (10,930 )     (429 )     (752 )
Repayment of long and short term debt
    (24,636 )     (60,904 )     (963,271 )     (182,331 )     (446,061 )
Re-purchase of Company bonds
    (2,918 )     (125,405 )     (2,918 )     (125,405 )     (125,405 )
Cash settlement of derivatives
    -       (18,285 )     (11,592 )     (18,285 )     (14,666 )
Cash received from share issue
    -       16,454       -       16,454       16,472  
Cash dividends paid
    (26,111 )     (9,819 )     (61,056 )     (53,465 )     (75,567 )
                                         
Net cash provided by (used in) financing activities
    (78,103 )     (108,221 )     (239,567 )     (228,961 )     (511,479 )
                                         
Net (decrease) increase in cash and cash equivalents
    (49,055 )     11,297       (29,601 )     15,292       38,111  
Cash and cash equivalents at start of period
    103,640       50,070       84,186       46,075       46,075  
Cash and cash equivalents at end of period
    54,585       61,367       54,585       61,367       84,186  
 
 

 
 
 

 

SUBSIDIARIES ACCOUNTED FOR AS INVESTMENT IN ASSOCIATES
 SECOND QUARTER 2010 (UNAUDITED)
 
Please note that full preliminary accounts for SFL West Polaris Limited, SFL Deepwater Ltd and Front Shadow Inc. are available from the Company's website: www.shipfinance.org.
 
Selected income statement data for the three months ended June 30, 2010
 
(in thousands of $)
 
SFL West
Polaris
Limited
   
SFL
Deepwater
Ltd
   
Front 
Shadow
Inc
   
 Total
 
Charter revenues - finance lease
    31,552       58,758       703       91,013  
Revenues classified as Repayment of investment in finance leases
    (18,304 )     (37,438 )     (463 )     (56,205 )
Total operating expenses
    -       (17 )     (3 )     (20 )
Interest expense
    (7,825 )     (8,969 )     (37 )     (16,831 )
Other items
    1       -       -       1  
Net income(1)
    5,424       12,334       200       17,958  
 
 
(1)
Net income from these subsidiaries appears in the Company's consolidated income statement as 'Results in associate'.
 
 
 
Selected balance sheet data as of June 30, 2010
 
(in thousands of $)
 
SFL West
Polaris
Limited
   
SFL
Deepwater
Ltd
   
Front
Shadow
Inc
   
Total
 
Cash and cash equivalents
    1       2       904       907  
Investment in finance leases
    727,610       1,474,861       22,536       2,225,007  
Other assets
    51,604       86,795       59       138,458  
Total assets
    779,215       1,561,658       23,499       2,364,372  
                                 
Short term and current portion of long term interest bearing debt
    74,250       160,542       2,060       236,852  
Other current liabilities
    4,878       8,043       2,044       14,965  
                                 
Long term interest bearing debt
    508,333       1,017,333       13,430       1,539,096  
Other long term liabilities
    34,368       16,561       2,600       53,529  
                                 
Stockholders equity(1)
    157,386       359,179       3,365       519,930  
                                 
Total liabilities and stockholders' equity
    779,215       1,561,658       23,499       2,364,372  

 
(1)
Stockholder's equity adjusted for current account balance appears in the Company's consolidated balance sheet as 'Investment in associate'.