KNIGHTSBRIDGE LOGO
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of December , 2002
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Knightsbridge Tankers Limited
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(Translation of registrant's name into English)
Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F
Form 20-F X Form 40-F
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-______________
Knightsbridge Tankers Limited
Registered Office
Par-la-Ville Place, 14 Par-la-Ville Road
Hamilton, Bermuda
Item 1. INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached as Exhibit 1 is a copy of the Third Quarter 2002 Report to Shareholders
of Knighstbridge Tankers Limited (the "Company"), dated November 9, 2002.
Attached as Exhibit 2 is a copy of a letter from the Company dated December 5,
2002 which accompanies the Third Quarter 2002 Report to Shareholders as
transmitted to the Securities and Exchange Commission.
Knightsbridge Tankers Limited
Registered Office
Par-la-Ville Place, 14 Par-la-Ville Road
Hamilton, Bermuda
Exhibit 1
KNIGHTSBRIDGE TANKERS LIMITED
THIRD QUARTER 2002
REPORT TO SHAREHOLDERS
Knightsbridge Tankers Limited
Registered Office
Par-la-Ville Place, 14 Par-la-Ville Road
Hamilton, Bermuda
Bermuda, November 9, 2002
To the Shareholders of Knightsbridge Tankers Limited:
Enclosed is our report for the third quarter of 2002. The report contains
selected unaudited financial information accompanied by a Management's
Discussion and Analysis of Financial Condition and Results of Operations for the
period ended September 30, 2002.
On February 27, 1997, the Company's ship owning subsidiaries purchased five very
large crude carriers ("VLCC's") from their previous owners and delivered them to
Shell International Petroleum Company Limited ("Shell International"), as
charterer, under separate "hell and high water" bareboat charters. Under those
charters, the Company's ship owning subsidiaries receive the greater of a Base
Rate of hire in the amount of $22,069 per day per VLCC or a spot market related
rate. After inclusion of a component for operating expenses of $10,500 per day,
the spot market related rate must exceed $32,569 per day for the Company's
subsidiaries to receive any Additional Hire over the Base Rate.
Based upon the determination by the London Tanker Brokers Panel, the spot market
related rate totaled $9,093 per day for the period July 1 through September 30,
2002. (The corresponding spot market related rate for the period July 1 through
September 30, 2001 was determined to be $25,163).
Accordingly, on October 15, 2002, Shell International paid to the Company's
vessel owning subsidiaries charter hire at the Base Rate in the aggregate amount
of $10,151,740 for the period July 1 through September 30, 2002. (For the period
July 1 through September 30, 2001, Shell International paid charter hire at the
Base Rate of $10,151,740).
On October 15, 2002, the Board of Directors of the Company declared a
distribution to shareholders of record as of October 25, 2002, payable on or
about November 7, 2002, in the amount of $0.45 per share for the period July 1
through September 30, 2002. (For the period July 1 through September 30, 2001,
the distribution was $0.45 per share.)
The Company has agreed to provide information to shareholders that are United
States income tax payers by February 15, 2003, so that they may make the
appropriate tax reporting and elections with the United States tax authorities
with respect to the Company's status as a "Passive Foreign Investment Company".
Under present United States tax rules, the amount of income reported by a
shareholder is based on the Company's income on an annual basis. Therefore, the
Company will provide information enabling shareholders to determine the tax
consequences of their investment in the Company, including the treatment of
distributions received from the Company, for the entire year ending December 31,
2002.
Please visit our website at www.knightsbridgetankers.com. We are pleased to
answer any inquiries that shareholders may have. Our investor relations contacts
are: Ola Lorentzon in Oslo, Norway (Tel: 47 23 11 40 00, Fax: 47 23 11 40 44)
and Kate Blankenship in Hamilton, Bermuda (Tel: 441 295-0182, Fax: 441
295-3494). The NASDAQ National Market symbol for the Company's Common Shares is
"VLCCF".
Very truly yours,
Ola Lorentzon
Chairman and Chief Executive Officer
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Knightsbridge Tankers Limited (the "Company") was incorporated in Bermuda on
September 18, 1996. In February 1997, the Company offered and sold to the public
16,100,000 common shares at an initial offering price of $20 per share.
Simultaneously, the Company sold 1,000,000 common shares at a price of $20 per
share to ICB International Limited, an indirect wholly-owned subsidiary of ICB
Shipping Aktiebolag (publ) ("ICB"), a Swedish publicly traded ship owning and
operating company. The Company used the proceeds of these offerings, together
with advances under a $145.6 million credit facility from an international
syndicate of lenders, primarily to fund the purchase by the Company's
subsidiaries of five recently constructed very large crude carrier oil tankers
("VLCC's"). Upon their purchase from their previous owners, the VLCC's were
delivered on February 27, 1997, to Shell International Petroleum Company Limited
("Shell International"), a company of the Royal Dutch/Shell Group of Companies,
under separate "hell and high water" bareboat charters. The term of these
charters is a minimum of seven years, with an option for Shell International to
extend the period for each VLCC for an additional seven-year term, to a maximum
of 14 years per VLCC. This term expires in February 2004. Under the charters,
Shell pays the greater of a Base Rate of hire of $22,069 per day or a spot
market related rate, determined quarterly by the London Tankers Brokers Panel.
After taking into account a component for operating costs of $10,500 per day,
Shell International pays the higher rate if the award exceeds $32,569 per day.
Results of Operations - Nine Months Ended September 30, 2002
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Revenues
The Company's revenues consisted of charter hire of $30.1 million for the nine
months ending September 30, 2002 compared with $51.0 million for the first nine
months of 2001. This decrease is due to the fact that no additional hire was
paid in the first nine months of 2002 while additional hire of $20.9 million was
paid in the first nine months of 2001.
Operating Expenses
The Company's operating expenses consist of (i) fees due to the Company's
manager, ICB Shipping (Bermuda) Ltd (the "Manager"), (ii) depreciation of the
vessels and (iii) administration expenses consisting of payments of insurance
premiums for directors and officers liability insurance. There can be no
assurance, however, that the Company will not have other expenses or contingent
liabilities for which reserves will be required.
Interest income and expense
Interest income of $24,925 was earned during the first nine months of 2002
compared with $194,174 in the comparable period of 2001, a decrease due to the
lower cash balances arising from the decreased charter hire received in the
first nine months of 2002.
The Company's borrowings under its primary credit facility have been effectively
converted to a fixed rate pursuant to a swap arrangement to which the Company is
a party. Interest on the primary credit facility has effectively been fixed at
approximately 7.14 %, which resulted in interest expenses of $6,667,812 for the
first nine months of 2002.
On January 1, 2001 the Company adopted SFAS No. 133, "Accounting for Derivatives
and Hedging Activities", which requires that all derivative instruments be
recorded on the balance sheet at their fair value. As the interest rate swap is
designated as part of a hedge transaction, changes in the fair value are
recorded each period in other comprehensive income. At September 30, 2002 the
interest rate swap had a negative value of $12,287,826. A separate statement for
consolidated comprehensive income is included in the enclosed financial
statements.
Liquidity and Capital Resources
Total shareholders' equity of the Company at September 30, 2002 was $212.5
million compared to $229.1 million at December 31, 2001. The decrease was due to
net income of $9.4 million for the period January 1 through September 30, 2002
less distribution to shareholders for the first nine months of 2002 in the
aggregate amount of $23.3 million and the recording of the $2.7 million movement
in the fair value of the swap in other comprehensive income/loss.
The Company's long-term debt as of September 30, 2002 and 2001, consists of
$125.4 million borrowed under its credit facility. The balance of the credit
facility matures in August 2004. Interest on this balance is payable quarterly
in arrears.
Currency Exchange Rates
The international shipping industry's functional currency is the United States
Dollar and virtually all of the Company's operating revenues and expenses are
expected to be denominated in United States Dollar. Accordingly, the company's
operating results, following expiration or termination of the charters with
Shell International, are not expected to be significantly affected by movements
in currency exchange rates.
KNIGHTSBRIDGE TANKERS LIMITED
CONSOLIDATED BALANCE SHEETS
(in U.S. Dollars)
ASSETS
Current assets Sept 30, 2002 Dec 31, 2001
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(Unaudited)
Cash 205,941 278,268
Charter hire receivable 10,151,740 10,515,600
Prepaid expenses 42,849 15,342
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Total current assets 10,400,530 10,809,210
Vessels under capital lease, net 341,399,267 354,593,912
Capitalized financing fees and expenses, net 522,224 800,882
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TOTAL ASSETS 352,322,021 366,204,004
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
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Accrued expenses and other current liabilities 2,184,047 2,176,885
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Total current liabilities 2,184,047 2,176,885
Credit facility 125,397,399 125,397,399
Interest rate swap agreement at fair value 12,287,826 9,552,504
Shareholders' equity
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Common shares, par value $0.01 per share:
Authorized and outstanding 17,100,000 171,000 171,000
Contributed capital surplus account 224,569,575 238,458,720
Retained earnings - -
Accumulated other comprehensive income (12,287,826) (9,552,504)
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Total shareholders' equity 212,452,749 229,077,216
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TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY 352,322,021 366,204,004
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KNIGHTSBRIDGE TANKERS LIMITED
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in U.S. Dollars)
Jan 1, 2002 Jan 1, 2001
to Sept 30, 2002 to Sept 30, 2001
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Charter hire revenue 30,124,185 51,018,735
Operating expenses:
Depreciation of vessels
under capital leases 13,194,645 13,194,645
Management fee 562,500 562,500
Administration expenses 41,345 38,095
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13,798,490 13,795,240
Net operating income 16,325,695 37,223,495
Interest income 24,925 194,174
Interest expense (6,667,812) (6,737,732)
Other financial costs (315,953) (316,170)
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(6,958,840) (6,859,728)
Net income 9,366,855 30,363,767
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KNIGHTSBRIDGE TANKERS LIMITED
CONSOLIDATED COMPREHENSIVE INCOME (UNAUDITED)
(in U.S. Dollars)
Jan 1, 2002 Jan 1, 2001
to Sept 30, 2002 to Sept 30, 2001
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Net income 9,366,855 30,363,767
Other comprehensive loss
Loss on derivative cash flow
hedging instrument (2,735,322) (10,738,768)
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Comprehensive income 6,631,533 19,624,999
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KNIGHTSBRIDGE TANKERS LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in U.S. Dollars)
Jan 1, 2002 Jan 1, 2001
to Sept 30, 2002 to Sept 30, 2001
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Cash flows from operating activities
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Net income 9,366,855 30,363,767
Items to reconcile net income to net cash
provided by operating activities:
Depreciation 13,194,645 13,194,645
Amortization of capitalized 278,658 278,657
fees and expenses
Changes in operating assets and liabilities:
Charter hire receivable and prepaid expenses 336,353 20,940,486
Accrued expenses and other 7,162 26,951
current liabilities ----------------- -----------------
Net cash provided by operating activities 23,183,673 64,804,506
Cash flows from financing activities
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Distribution to shareholders (23,256,000) (64,809,000)
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Net cash used in financing activities (23,256,000) (64,809,000)
Net increase (decrease) in cash
and cash equivalents (72,327) (4,494)
Cash and cash equivalents at 278,268 247,370
beginning of period ----------------- -----------------
Cash and cash equivalents at 205,941 242,876
end of period ================= =================
KNIGHTSBRIDGE TANKERS LIMITED
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (UNAUDITED)
(in U.S. Dollars)
Accumulated
Contributed Other
Share capital surplus Retained Comprehensive
Capital Account Earnings Income Total
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Balance at
December 31, 2000 171,000 273,809,543 3,237,745 - 277,218,288
Net income - - 33,915,432 - 33,915,432
Other comprehensive - - - (9,552,504) (9,552,504)
loss
Distribution
to shareholders - (35,350,823) (37,153,177) - (72,504,000)
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Balance at
December 31, 2001 171,000 238,458,720 - (9,552,504) 229,077,216
Net income - - 9,366,855 - 9,366,855
Other comprehensive
loss (2,735,322) (2,735,322)
Distribution
to shareholders - (13,889,145) (9,366,855) - (23,256,000)
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Balance at
Sept 30, 2002 171,000 224,569,575 - (12,287,826) 212,452,749
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Exhibit 2
December 5, 2002
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C.
20549
USA
Dear Sirs,
Knightsbridge Tankers Limited (the "Registrant")
File No. 0-29106
We refer to the accompanying periodic report on Form 6-K. To the best of the
knowledge of each of the undersigned, this report fully complies with the
requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934.
The information contained in this report fairly presents in all material
respects the Registrant's financial condition and results of operations as of
the periods stated therein.
Yours faithfully,
/s/ Ola Lorentzon
Ola Lorentzon
Chief Executive officer
/s/ Kate Blankenship
Kate Blankenship
Chief Financial Officer
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 authorised.
Knightsbridge Tankers Limited
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(Registrant)
Date December 5, 2002 By /s/ Kate Blankenship
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Kate Blankenship
Chief Financial Officer and Secretary
01655.0002 #369136