Business Context and Reporting Period
This Form 6-K filing by Ship Finance International Limited (SFL Corp Ltd.) is dated August 10, 2018. The filing serves to announce the 2018 Annual General Meeting (AGM) scheduled for September 21, 2018, in Hamilton, Bermuda. The Company operates a fleet of over 80 vessels, including tankers, bulkers, container vessels, and offshore assets, and has a history of consistent profitability and quarterly dividends since 2004.
Key Financial Metrics
The filing text does not provide specific financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity for the current or prior periods. It references the audited consolidated financial statements for the year ended December 31, 2017, which are available in the Annual Report on Form 20-F on the Company's website.
Key capital structure details provided include:
- Authorized Share Capital: Currently US$1,500,000 divided into 150,000,000 common shares (US$0.01 par value).
- Shares in Issue: 105,529,559 common shares.
- Board Remuneration Cap: Proposed total fees not to exceed US$800,000 for the year ended December 31, 2018.
Material Changes and Proposals
The filing outlines several proposals to be voted on at the AGM, representing material changes to corporate governance and capital structure:
- Board Composition: Re-election of directors Harald Thorstein, Bert M. Bekker, and Gary Vogel. Election of Keesjan Cordia to replace Paul M. Leand, Jr., who is not standing for re-election.
- Capital Increase: Proposal to increase authorized share capital from US$1,500,000 (150,000,000 shares) to US$2,000,000 (200,000,000 shares) by authorizing an additional 50,000,000 shares. This is intended to provide flexibility for future equity raises.
- Auditor Re-appointment: Re-appointment of Moore Stephens, P.C. as independent auditors.
- Director Fees: Approval of a total fee cap of US$800,000 for the Board of Directors for 2018.
Outlook, Risks, and Management Commentary
Management includes a cautionary statement regarding forward-looking statements, noting that actual results may differ due to various uncertainties. Key risks identified include:
- Strength of world economies and currencies.
- Fluctuations in charter hire rates and vessel values.
- Changes in demand in the tanker market driven by OPEC production levels and global oil consumption.
- Operating expense volatility, including bunker prices, dry-docking, and insurance costs.
- Regulatory changes, political conditions, and potential disruption of shipping routes.
The Company emphasizes its long-term distribution capacity supported by a portfolio of long-term charters and significant growth in its asset base.
Investor Verification Checklist
- Verify the full audited financial statements for the year ended December 31, 2017, via the Annual Report on Form 20-F on the Company website.
- Confirm the outcome of the vote to increase authorized share capital to 200,000,000 shares.
- Review the biographies and independence status of the newly elected director, Keesjan Cordia.
- Monitor the Company's website for updates on the AGM results and any subsequent capital raising activities.