d943053_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 December 2008

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): ___

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: ___


 
 

 

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 November 28, 2008, announcing the Company’s financial results for the third quarter of 2008.



 
 

 

Exhibit 1

 
     
 




Ship Finance International Limited (NYSE: SFL) - Earnings Release

Reports third quarter 2008 results and increased quarterly dividend of $0.60 per share

Hamilton, Bermuda, November 28, 2008.  Ship Finance International Limited (“Ship Finance” or the “Company”) today announced its financial results for the quarter ended September 30, 2008.

Highlights

·  
Declared an increased quarterly cash dividend of $0.60 per share. The Company has now declared stable or increasing dividends for 19 consecutive quarters.
 
·  
Reported net income for the quarter of $47.4 million, or $0.65 per share, including profit share of $28.5 million, or $0.39 per share, and a $10.4 million, or $0.14 per share, non-cash negative adjustment in mark-to-market of swaps.
 
·  
The ultra-deepwater drillship West Polaris was delivered in July 2008 and commenced its 15-year bareboat charter to Seadrill Limited (“Seadrill”).
 
·  
Announced the sale of two newbuilding Suezmax tankers for a record $111 million per vessel. The transaction is expected to generate a book profit of approximately $68 million, or $34 million per vessel, to be recognized at delivery of the vessels in 2009.
 
·  
Announced the $1.7 billion acquisition of two ultra-deepwater drilling rigs in combination with 15-year bareboat charters to Seadrill. The drilling rigs were delivered to Ship Finance in November 2008.
 
·  
The second of two 17,000 dwt chemical tanker newbuildings was delivered in October 2008 and commenced its 10-year bareboat charter to Bryggen Shipping & Trading AS (“Bryggen”).
 

 
Dividends and Results for the Quarter ended September 30, 2008

The Board of Directors has declared a quarterly cash dividend of $0.60 per share. The dividend will be paid on or about January 7, 2009 to shareholders of record as of December 23, 2008. The ex-dividend date will be December 19, 2008.

The Company reported total operating revenues of $114.3 million, or $1.57 per share, in the third quarter. Net operating income for the quarter was $80.3 million, or $1.10 per share, and net income was $47.4 million, or $0.65 per share.

As the majority of the Company’s assets are accounted for as finance leases, a significant portion of the charter hire is classified as ‘Repayment of investment in finance leases’ and is deducted from the revenues in the Company’s Income Statement. For the third quarter, this amounted to $46.6 million or $0.64 per share.

Under US GAAP, the drillship West Polaris and the Panamax dry bulk vessel Golden Shadow are accounted for as investment in associates. Consequently, the ‘net income’ from these 100% owned vessel owning subsidiaries are recognized in the consolidated income statement of Ship Finance as ‘results in associate’.



 
 

 



The profit share accrued in the third quarter was $28.5 million, or $0.39 per share, compared to $33.1 million, or $0.46 per share, in the second quarter.

There was a $10.4 million, or $0.14 per share, negative adjustment in mark-to-market of swaps in the third quarter, compared to a $3.2 million, or $0.04 per share, positive adjustment in the second quarter.

Liquidity and Capital Expenditure
 
As of September 30, 2008, the Company had $118.7 million in free cash.

The accrued profit share year to date 2008 is $95.3 million, of which $60 million has been paid to Ship Finance in November 2008. The remaining $35.3 million plus profit share that may accrue in 4Q-2008 is payable in the first quarter of 2009. Subsequent to the quarter end, the Company has arranged a new secured loan facility with net proceeds of approximately $72 million.

The Company’s capital commitments relating to newbuildings and acquisitions are estimated as follows:
 
 
Period:
4Q-2008
2009
    2010
Total
Gross investment
$1,720
mill.
$581
mill.
$98
mill.
$2,399
mill.
 
Committed financing
$(1,540)
mill.
$(380)
mill.
-
 
$(1,920)
mill.
 
Contracted sale of vessels*
-
 
$(217)
mill.
-
 
$(217)
mill.
 
Net investment
$180
mill.
$(16)
mill.
$98
mill.
$262
mill.
 
* net of commissions

All investments in 4Q-2008 have been completed and the committed financings have been drawn. The investments in 2009 include a $250 million payment to Seadrill covering the final payment of West Taurus which is fully covered by a committed financing. Further investments in 2009 include two dry bulk carriers we have agreed to acquire from subsidiaries of Golden Ocean Group Limited and yard installments on our newbuildings. The investments in 2010 are related to the remaining installments on our container newbuildings and are expected to be financed with debt. The delivery dates for vessels under construction may be adjusted, which in turn may impact the timing of our investments.

 
Business Update
 
As of September 30, 2008, and including recently announced transactions, the gross fixed-rate charter backlog is in excess of $8.5 billion, with average remaining charter term of 10.1 years, or 13.7 years if weighted by charter revenue. Some of our charters have purchase options, which, if exercised, will reduce the fixed charter backlog and average remaining charter term.

As of September 30, 2008, 31 of our crude oil tankers and eight of our oil/bulk/ore (“OBO”) vessels operate on long term contracts to subsidiaries of Frontline Ltd. (“Frontline”). In addition to the fixed base charter rate, Ship Finance is also entitled to receive 20% of the time charter equivalent (“TCE”) earnings for these vessels in excess of a base charter rate. The average vessel earnings have consistently been above the base charter rates since the Company’s inception in 2003, and the profit share accumulated in the third quarter was $28.5 million.

The average daily TCEs earned by Frontline in the third quarter in the spot and time charter period market from the Company’s VLCCs, Suezmax tankers and OBOs were approximately $72,900, $76,100 and $44,100, respectively. These numbers exclude off-hire days and the corresponding average daily TCEs in the second quarter of 2008 were approximately $83,700, $76,300 and $44,100, respectively.

In July 2008, we acquired the ultra-deepwater drillship West Polaris from a subsidiary of Seadrill for an approximate project cost of $850 million. West Polaris immediately commenced its 15-year bareboat charter to Seadrill and is employed on a four year sub-charter to a subsidiary of Exxon Mobil Corporation. Net of interest expense and debt repayment, the average annual net cash contribution the first five years will be approximately $23 million, or $0.32 per share. The drillship is accounted for as a finance lease, and the vessel owning subsidiary is classified as ‘investment in associate’.
 
In July 2008, the Company announced the sale of two newbuilding Suezmax vessels at record high levels. The gross sales price was agreed at $111 million per vessel, and net of construction costs and broker commissions we expect to recognize a book profit of approximately $68 million, or $0.93 per share in total. The vessels are currently under construction in China, and are scheduled to be delivered to the new owner in 2009, immediately after delivery from the shipyard.

In September 2008, the Company announced the acquisition of West Hercules and West Taurus, two ultra-deepwater semi-submersible drilling rigs, from subsidiaries of Seadrill. Both drilling rigs were delivered in November 2008 for an approximate project cost of $1.7 billion. Most of the purchase price was paid to Seadrill in November 2008 except for $250 million which is due in February 2009. The average annual net cash contribution over the first five years, after estimated interest expense and debt repayment will be approximately $46.5 million, or $0.63 per share, per year. The drilling rigs will be accounted for as finance leases, and the vessel owning subsidiary will be classified as ‘investment in associate’.

In October 2008, the Company took delivery of the second chemical tanker, SC Guangzhou, from Bryggen. The first vessel was delivered in April 2008 and both vessels are on 10-year bareboat charters to Bryggen with sub-charters to Sinochem. The charters are classified as operating leases.

In November 2008, the Company announced the termination of an agreement to acquire three seismic vessels from SCAN Geophysical ASA ("SCAN") with 12-year charters attached. The transaction was announced in March 2007, and the plan was to acquire the vessels immediately after delivery from the shipyard. In light of significantly delayed deliveries, Ship Finance and SCAN have agreed to terminate the agreement.

 
Corporate and Other Matters
 
At the end of the third quarter 2008, $449 million of the 8.5% Senior Notes due 2013 were outstanding of which $148 million were controlled by the Company through Bond Swap Agreements.  The financing cost on the Senior Notes held under Bond Swap Agreements is effectively reduced to LIBOR plus a margin.

The Company has used Total Return Swaps (“TRS”) to effectively achieve the economic effect of repurchasing shares. As of September 30, 2008, the Company controlled approximately 692,000 shares through the TRS agreements at an average cost of $25.66 per share (including funding costs). The shares are legally owned by the banks who provide the TRS agreements, and no shares have been cancelled.

Subsequent to quarter end, the value of our bonds and shares held under TRS agreements has declined, and we have therefore deposited approximately $30 million as additional restricted cash security. These funds will be released to the Company if the value of our bonds and/or shares should increase.

Strategy and Outlook
 
Including recently announced acquisitions, the Company has an operating fleet of 61 vessels and rigs, and has contracted to acquire nine newbuildings.

The Company’s objective has been to reduce the risks for its shareholders by investing in different sectors of the shipping and oil service industries and by having a diversified client base. During the last 12 months, the Company has committed to new investments of approximately $2.7 billion and these investments have significantly increased the Company’s fixed charter revenue backlog. We will have full cash flow and profit and loss effect from these investments as from mid February 2009.

In the Company’s view, the recent $1.7 billion acquisition of West Hercules and West Taurus in combination with a $1.4 billion bank financing demonstrates the Company’s ability to structure accretive transactions in an otherwise challenging financing environment. Our focus has been on acquiring assets with immediate cash flow, and after taking delivery of the two drilling rigs, our remaining newbuilding commitments are low compared to our overall fleet.

We have recently experienced significant turmoil in the international credit markets and generally softer shipping markets. Our main investments are, however, in the crude oil shipping and deepwater drilling markets, which have remained relatively strong. Further our substantial contract backlog provides added stability in an otherwise turbulent environment.

The softer shipping markets are expected to provide a number of interesting investment opportunities in the coming year. We are currently positioning ourselves to take advantage of these opportunities, but at the same time we are committed to manage the company in a conservative manner to also protect the downside 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 world wide 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.




November 28, 2008
The Board of Directors
Ship Finance International Limited
Hamilton, Bermuda


Questions should be directed to:

Lars Solbakken: Chief Executive Officer, Ship Finance Management AS
+47 23114006 / +47 91198844

Ole B. Hjertaker: Chief Financial Officer, Ship Finance Management AS
+47 23114011 / +47 90141243

 
 

 

SHIP FINANCE INTERNATIONAL LIMITED
THIRD QUARTER 2008 REPORT (UNAUDITED)

 

 
INCOME STATEMENT
 
Three months ended
   
Nine months ended
   
Full year
 
(in thousands of $
 
Sept 30,
   
Sept 30,
   
Sept 30,
   
Sept 30,
   
2007
 
except per share data)
 
2008
   
2007
   
2008
   
2007
   
(audited)
 
                               
Charter revenues - operating lease
    18,952       13,793       55,957       38,244       57,516  
Charter revenues - finance lease
    113,415       119,022       372,005       344,070       461,942  
- less revenues classified as Repaymentof investment in
  finance leases
    (46,599 )     (44,839 )     (166,207 )     (126,965 )     (173,193 )
Profit share income
    28,530       5,455       95,311       21,173       52,527  
Total operating revenues
    114,298       93,431       357,066       276,522       398,792  
Gain / (loss) on sale of assets
    -       -       17,377       35,096       41,669  
                                         
Vessel operating expenses
    (24,952 )     (25,930 )     (74,942 )     (80,756 )     (107,161 )
Administrative expenses
    (1,720 )     (1,482 )     (7,252 )     (5,203 )     (7,783 )
Depreciation
    (7,323 )     (6,079 )     (20,516 )     (12,274 )     (20,636 )
Total operating expenses
    (33,995 )     (33,491 )     (102,710 )     (98,233 )     (135,580 )
                                         
Operating income
    80,303       59,940       271,733       213,385       304,881  
                                         
Interest income
    498       1,010       2,407       5,312       6,781  
Interest expense
    (29,966 )     (26,534 )     (93,307 )     (95,721 )     (130,401 )
Results in associate(1)
    7,091       227       7,552       689       923  
Other financial items
    (200 )     (127 )     (590 )     (1,286 )     (1,902 )
Mark to Market of Derivatives
    (10,408 )     (13,997 )     (9,372 )     (7,012 )     (12,557 )
Foreign currency exchange gain/loss
    120       46       106       (21 )     (17 )
Taxes
    -       -       -       -       -  
Net income
    47,438       20,565       178,529       115,346       167,708  
                                         
Basic earnings per share  ($)
    $0.65       $0.28       $2.45       $1.59       $2.31  
                                         
Weighted average number of shares
    72,743,737       72,743,737       72,743,737       72,743,737       72,743,737  
Common shares outstanding
    72,743,737       72,743,737       72,743,737       72,743,737       72,743,737  

 
(1)  
Two of our 100% owned subsidiaries are accounted for as “investment in associates”, and only the “net income” from these subsidiaries are therefore included in our consolidated Income Statement.

 
 

 

SHIP FINANCE INTERNATIONAL LIMITED
THIRD QUARTER 2008 REPORT (UNAUDITED)


BALANCE SHEET
 
Sept, 30
   
Sept, 30
   
Dec 31, 2007
 
(in thousands of $)
 
2008
   
2007
   
(audited)
 
ASSETS
                 
Short term
                 
Cash and cash equivalents
    118,657       45,426       78,255  
Restricted cash
    36,340       22,670       26,983  
Amount due from related parties
    91,138       16,271       42,014  
Other current assets
    187,619       197,828       186,343  
Long term
                       
Newbuildings
    66,036       45,705       46,259  
Vessels and equipment, net
    564,239       562,119       583,244  
Investment in finance leases
    1,954,295       2,004,724       1,963,470  
Investment in associate(1)
    158,388       4,296       4,530  
Deferred charges
    16,293       17,413       16,922  
Other long-term assets
    8,473       22,069       2,008  
Total assets
    3,201,478       2,938,521       2,950,028  
                         
LIABILITIES AND STOCKHOLDERS’ EQUITY
                       
Short term
                       
Short term and current portion of long term interest bearing debt
    180,600       189,742       179,428  
Other current liabilities
    58,879       31,247       42,804  
Amount due to related parties
    6,394       5,353       5,693  
Long term
                       
Long term interest bearing debt
    2,245,528       2,077,390       2,090,566  
Other long term liabilities
    34,314       25,175       17,060  
Stockholders’ equity (2)
    675,763       609,614       614,477  
Total liabilities and stockholders’ equity
    3,201,478       2,938,521       2,950,028  

(1)  
Two 100% owned subsidiaries are accounted for as ‘investments in associates’.
(2)  
As of September, 2008 Stockholders’ equity excludes $217.2 million of deferred equity which is being recognized over time. The deferred equity contribution is shown as a reduction in the net investment in finance leases in the balance sheet, and results from the related party nature of both the transfer of vessels from and the subsequent charter to Frontline. This deferred equity is amortized to Stockholders’ equity in line with the charter payments received from Frontline.


 
 

 

SHIP FINANCE INTERNATIONAL LIMITED
THIRD QUARTER 2008 REPORT (UNAUDITED)



STATEMENT OF CASHFLOWS
 
Three months ended
   
Nine months ended
   
Full year
 
(in thousands of $)
 
Sept 30,
   
Sept 30,
   
Sept 30,
   
Sept 30,
   
2007
 
   
2008
   
2007
   
2008
   
2007
   
(audited)
 
OPERATING ACTIVITIES
                             
Net income
    47,438       20,565       178,529       115,346       167,708  
Adjustments to reconcile net income to net cash provided     by operating activities:
                                       
Depreciation and amortization
    7,997       6,771       22,661       14,724       23,554  
Adjustment of financial derivatives to market value
    10,408       13,997       9,372       7,012       12,557  
Gain on sale of assets
    -       -       (17,377 )     (35,096 )     (41,669 )
Result in associate
    (7,091 )     (227 )     (7,552 )     (689 )     (923 )
Stock based compensation
    403       159       1,124       470       785  
Other
    (1,057 )     (12,755 )     (3,131 )     (28,384 )     (51,278 )
Change in operating assets and liabilities
    (25,974 )     (10,531 )     (49,131 )     87,596       91,684  
Net cash provided by operating activities
    32,124       17,979       134,495       160,979       202,418  
                                         
INVESTING ACTIVITIES
                                       
Repayment of investments in finance leases
    46,356       44,839       165,493       126,965       173,193  
Net placement of restricted cash
    (1,413 )     (10,963 )     (9,357 )     (9,733 )     (14,046 )
Proceeds from sale of vessel/new buildings
    -       (13,191 )     23,005       128,827       152,659  
Net investment in newbuildings
    (17,882 )     (37,220 )     (18,616 )     (37,479 )     (47,383 )
Purchase of vessels
    (1 )     (194,458 )     (134,101 )     (617,300 )     (644,287 )
Investment in associate companies
    (146,304 )     -       (146,306 )     92       92  
Purchase of short term investment
    -       4       -       3,000       3,000  
Other investments
    (4,445 )     -       (6,465 )     (2,008 )     (2,008 )
Net cash (used in) provided by investing activities
    (123,689 )     (210,989 )     (126,347 )     (407,636 )     (378,780 )
                                         
FINANCING ACTIVITIES
                                       
Proceeds from long-term debt
    206,973       226,750       336,473       563,100       620,225  
Expenses paid in connection with securing finance
    (718 )     (1,198 )     (2,088 )     (3,103 )     (3,432 )
Repayment of long-term debt
    (42,769 )     (46,177 )     (180,339 )     (211,166 )     (265,430 )
Cash settlement of derivatives
    2,507       -       1,149                  
Cash dividends paid
    (42,192 )     (40,055 )     (122,937 )     (119,338 )     (159,335 )
Deemed dividends paid
    -       -       -       (1,979 )     (1,983 )
Net cash provided by (used in) financing activities
    123,801       139,320       32,258       227,514       190,045  
                                         
Net (decrease) increase in cash and cash equivalents
    32,236       (53,690 )     40,406       (19,143 )     13,683  
Cash and cash equivalents at start of period
    86,422       99,116       78,252       64,569       64,569  
Cash and cash equivalents at end of period
    118,658       45,426       118,658       45,426       78,252  



 
 

 

SUBSIDIARIES ACCOUNTED FOR AS INVESTMENT IN ASSOCIATES
THIRD QUARTER 2008 REPORT (UNAUDITED)


SFL West Polaris Limited (West Polaris)

INCOME STATEMENT
 
Three months ended
   
Nine months ended
   
Full year
 
(in thousands of $)
 
Sept 30,
   
Sept 30,
   
Sept 30,
   
Sept 30,
   
2007
 
   
2008
   
2007
   
2008
   
2007
   
(audited)
 
                               
Total operating revenue (1)
    12,714       -       12,714       -       -  
Total operating expenses
    (132 )     -       (132 )     -       -  
Operating income
    12,582       -       12,582       -       -  
Interest expense
    (5,468 )     -       (5,468 )     -       -  
Other financial items
    (246 )     -       (246 )     -       -  
Net income(2)
    6,868       -       6,868       -       -  

(1)  
The vessel is accounted for as a finance lease asset, and the charter hire is split in ‘Finance lease interest income’ and ‘Repayment of investment in finance leases’. The portion classified as ‘Finance lease interest income’ is included in ‘Total operating revenues’, while ‘Repayment of investment in finance leases’ appears in the Statement of Cashflows only.
(2)  
Net income from this 100% owned subsidiary appears in the Company’s consolidated income statement as ‘Results in associate’.


BALANCE SHEET
 
Sept 30,
   
Sept 30,
   
Dec 31,
 
(in thousands of $)
 
2008
   
2007
   
2007
 
ASSETS
                 
Short term
                 
Cash and cash equivalents
    76       -       -  
Other current assets
    68,555       -       -  
Long term
                       
Investment in finance leases
    781,685       -       -  
Deferred charges
    4,142       -       -  
Total assets
    854,458       -       -  
                         
LIABILITIES AND STOCKHOLDERS’ EQUITY
                       
Short term
                       
Short term and current portion of long term   interest bearing debt
    63,479       -       -  
Other current liabilities
    4,096       -       -  
Amounts due to related parties
    251,304       -       -  
Long term
                       
Long term interest bearing debt
    386,521       -       -  
Stockholders equity(1)
    149,058       -       -  
Total liabilities and stockholders’ equity
    854,458       -       -  

(1)  
Stockholders’ equity in this 100% owned subsidiary appears in the Company’s consolidated ‘Balance sheet’ as ‘Investments in associate’.

 
 

 

SUBSIDIARIES ACCOUNTED FOR AS INVESTMENT IN ASSOCIATES
THIRD QUARTER 2008 REPORT (UNAUDITED)


SFL West Polaris Limited (West Polaris)


STATEMENT OF CASHFLOWS
 
Three months ended
   
Nine months ended
   
Full year
 
   
Sept 30,
   
Sept 30,
   
Sept 30,
   
Sept 30,
   
2007
 
(in thousands of $)
 
2008
   
2007
   
2008
   
2007
       
                               
OPRATING ACTIVITIES
                             
Net income
    6,868       -       6,868       -       -  
Adjustments to reconcile net income to net cash
                                       
procvided by operating activities:
                                       
Depreciation and amortisation
    195       -       195       -       -  
Additional income accrued in initial period
    (3,089 )     -       (3,089 )     -       -  
Change in operating assets and liabilities
    250,439       -       250,439       -       -  
Net cash Provided by operating activities
    254,413       -       254,413       -       -  
                                         
INVESTING ACTIVITIES
                                       
Purchase of vessel
    (845,000 )     -       (845,000 )     -       -  
Repayment of finance lease
    -       -       -       -       -  
Net cash provided by investing activities
    (845,000 )     -       (845,000 )     -       -  
                                         
FINANCING ACTIVITIES
                                       
Debt fees paid
    (4,337 )     -       (4,337 )     -       -  
Procedes from long term debt
    450,000       -       450,000       -       -  
Equity investment by parent company
    145,000       -       145,000       -       -  
Net cash used in financing activities
    590,663       -       590,663       -       -  
                                         
Net increase in cash and cash equivalents
    76       -       76       -       -  
Cash at beginning of period
    -       -       -       -       -  
Cash and cash equivalents at period end
    76       -       76       -       -  



 
 

 

SUBSIDIARIES ACCOUNTED FOR AS INVESTMENT IN ASSOCIATES
THIRD QUARTER 2008 REPORT (UNAUDITED)

Front Shadow Inc (Golden Shadow)

INCOME STATEMENT
 
Three months ended
   
Nine months ended
   
Full year
 
(in thousands of $)
 
Sept 30,
   
Sept 30,
   
Sept 30,
   
Sept 30,
   
2007
 
   
2008
   
2007
   
2008
   
2007
   
(audited)
 
                               
Total operating revenue (1)
    382       549       1,219       1,663       2,193  
Total operating expenses
    -       -       (3 )     (3 )     (4 )
Operating income
    382       549       1,216       1,660       2,189  
Interest expense
    (162 )     (333 )     (547 )     (996 )     (1,269 )
Other financial items
    3       10       15       25       3  
Net income(2)
    223       226       684       689       923  

(1)  
The vessel is accounted for as a finance lease asset, and the charter hire is split in ‘Finance lease interest income’ and ‘Repayment of investment in finance leases’. The portion classified as ‘Finance lease interest income’ is included in ‘Total operating revenues’, while ‘Repayment of investment in finance leases’ appears in the Statement of Cashflows only.
(2)  
Net income from this 100% owned subsidiary appears in the Company’s consolidated income statement as ‘Results in associate’.

BALANCE SHEET
 
Sept 30,
   
Sept 30,
   
Dec 31, 2007
 
(in thousands of $)
 
2008
   
2007
   
(audited)
 
ASSETS
                 
Short term
                 
Cash and cash equivalents
    839       618       1,103  
Other current assets
    1,607       1,493       1,522  
Long term
                       
Investment in finance leases
    23,900       25,507       25,110  
Deferred charges
    76       85       83  
Total assets
    26,422       27,703       27,818  
                         
LIABILITIES AND STOCKHOLDERS’ EQUITY
                       
Short term
                       
Short term and current portion of long term   interest bearing debt
    2,060       2,060       2,060  
Other current liabilities
    25       167       49  
Amounts due to related party
    5,943       5,940       5,940  
Long term
                       
Long term interest bearing debt
    16,520       18,580       18,580  
Stockholders equity (1)
    1,874       956       1,189  
Total liabilities and stockholders’ equity
    26,422       27,703       27,818  

(1)  
Stockholders’ equity and a part of ‘Amounts due to related party’ in this 100% owned subsidiary appears in the Company’s consolidated ‘Balance sheet’ as ‘Investments in associate’.



 
 

 

SUBSIDIARIES ACCOUNTED FOR AS INVESTMENT IN ASSOCIATES
 
THIRD QUARTER 2008 REPORT (UNAUDITED)

Front Shadow Inc (Golden Shadow)


STATEMENT OF CASHFLOWS
 
Three months ended
   
Nine months ended
   
Full year
 
   
Sept 30,
   
Sept 30,
   
Sept 30,
   
Sept 30,
   
2007
 
(in thousands of $)
 
2008
   
2007
   
2008
   
2007
   
(audited)
 
                               
OPRATING ACTIVITIES
                             
Net income
    223       226       684       689       923  
Adjustments to reconcile net income to net cash
                                       
procvided by operating activities:
                                       
Depreciation and amortisation
    2       2       7       (12 )     10  
Change in operating assets and liabilities
    13       107       (23 )     605       486  
Net cash Provided by operating activities
    238       335       668       1,282       1,419  
                                         
INVESTING ACTIVITIES
                                       
Repayment of finance lease
    389       361       1,125       1,027       1,394  
Net cash provided by investing activities
    389       361       1,125       1,027       1,394  
                                         
FINANCING ACTIVITIES
                                       
Repayment of long term debt
    (1,030 )     (1,030 )     (2,060 )     (2,060 )     (2,060 )
Debt fees paid
            -                       (20 )
Repaid to parent conmpany
    -       -       3       (92 )     (91 )
Net cash used in financing activities
    (1,030 )     (1,030 )     (2,057 )     (2,152 )     (2,171 )
                                         
Net increase in cash and cash equivalents
    (403 )     (334 )     (264 )     157       642  
Cash at beginning of period
    1,242       952       1,103       461       461  
Cash and cash equivalents at period end
    839       618       839       618       1,103  



 
 

 

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:  December 2, 2008
By:
/s/  Lars Solbakken
 
 
Name:
Lars Solbakken
 
 
Title:
Chief Executive Officer
 
   
Ship Finance Management AS
 
       



SK 23153 0001 943053