d1433691_6-k.htm

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.

Knightsbridge reports a net loss of $6.9 million and a loss per share of $0.28 for the nine months ended September 30, 2013. Excluding the results from discontinued operations, the Company reports net income of $0.05 million and earnings per share of $0.002 for the nine months ended September 30, 2013.

The Company reports net income from continuing operations (i.e. the Capesize vessels) of $1.1 million and earnings per share from continuing operations of $0.04 for the third quarter compared with a net loss from continuing operations of $0.6 million and a loss per share from continuing operations of $0.03 for the preceding quarter. The average daily time charter equivalent ("TCE") earned by the Capesize vessels in the third quarter was $21,000 compared with $16,900 in the preceding quarter. In November 2013, the Company has an average cash breakeven rate for its Capesize vessels of $11,000 per vessel per day for the remaining period of 2013.

The results of the VLCCs have been recorded as discontinued operations in accordance with U.S. generally accepted accounting principles. The Company reports a net loss from discontinued operations of $0.1 million and a loss per share from discontinued operations of $0.004 for the third quarter compared with a net loss from discontinued operations of $0.4 million and a loss per share from discontinued operations of $0.01 for the preceding quarter.

For the nine months ended September 30, 2013, the Company reports net income from continuing operations of $0.05 million and earnings per share from continuing operations of $0.002 compared with net income from continuing operations of $4.6 million and net income per share from continuing operations of $0.18 in the nine months ended September 30, 2012. The average daily TCE earned by the Capesize vessels in the nine months ended September 30, 2013 is $18,600 compared with $22,500 in the nine months ended September 30, 2012.

THE DRY BULK MARKET

At the end of the second quarter of 2013, we witnessed an increased number of analysts expressing their concerns over the Chinese growth story. But over the summer several indicators were pointing in a more positive direction and the majority of forecasters do believe that China will achieve its 7.5 percent GDP growth target for 2013. The United States is showing firmer growth on a more solid private sector foundation in spite of tighter fiscal policy. Even some of the worst hit European economies are believed to be on their way out of recession.

The bulk market surprised forecasters during the third quarter. Cape spot earnings peaked at $42,200 per day on September 25 and the average spot earnings for the quarter was $19,000 per day. Under normal circumstances dry bulk analysts have a fairly common view of the utilization of the dry bulk fleet, but the spread between the estimates has been wider than normal. Cape earnings during the third quarter should indicate a utilization of 82 to 84 percent based on historical data for that segment.

After iron ore inventory draw downs for several months during the first half of 2013, imports in the third quarter resulted in slightly higher stockpiles in major Chinese iron ore ports. A massive 217 million metric tones (mt) of iron ore was imported during the third quarter. This compares with 185 million mt in the same quarter last year, which represents an increase of 17 percent. Coal imports to China reached 70 million mt in the third quarter this year compared to 52.4 million mt in the same quarter last year.

Vessel values have reacted positively to the improved spot and longer term time charter markets. A Cape resale has over the year moved from $44 million to $52 million (concluded last month) and a 5 year old Cape has been sold at $40 million compared to $34 million a few months ago. In October, Korean yards are said to have concluded newbuilding orders for their outline specifications for delivery 2015/16 at $55 million. Values for smaller vessels have improved as well, but gains are more modest.

One important part of dry bulk fleet utilization is speed and consumption optimization. Since March 2011, bunker prices have been on or above approximately $600/mt. It took some time, however, before owners started to slow steam on a broader scale. With a bunker price of $600/mt the optimal speed in a $30,000 per day market is considered to be 12.5 knots for a Cape size (basis average laden and ballast). During the third quarter, some owners started to increase speed when the market picked up, but quickly reduced speed when the market softened a few weeks later. The third quarter of 2013 was maybe the first and most active quarter when it came to pro active speed and consumption optimization. It is important to bear in mind that the total fleet has never sailed faster than 13.7 knots on average since 2007, so the impact should not be over exaggerated but it might contribute to a floor and ceiling in freight rates in the medium term.

The Company is pleased to announce that the Letters of Intent with Daehan Shipyard have been converted into two newbuilding contracts for 180,000 dwt Capesize bulk carriers. The vessels are expected to be delivered to the Company during 2015 and represent the next generation Capesize bulk carriers with the latest technology available in order to secure fuel efficiency. The Board is of the opinion that the Company has obtained favorable terms and attractive pricing for its newbuilding program which now consists of four Capesize bulk carriers.

In October 2013, the Company sold 6,000,000 common shares at a public offering price of $9.00 per share generating net proceeds of approximately $51.0 million. The Company also granted the book-running manager a 30-day option to purchase 900,000 additional common shares. The common shares are being offered pursuant to the Company's effective shelf registration statement. The Company intends to use the net proceeds of this offering to partially fund the acquisition of newbuilding vessels and for general corporate purposes.

Knightsbridge remains well positioned in the market place with its modern bulk fleet and financial flexibility. The Board believes that the Company will benefit from its current Capesize play. The Capesize vessels are mainly carrying coal and iron ore and the demand for freight is expected to increase for these commodities going forward. Despite the recent spikes in freight rates the dry bulk market is still is over supplied. However the Company expects that balance will improve at the time of delivery of the newbuildings.

Matters discussed in this report may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements, which 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.

Knightsbridge Tankers Limited and its subsidiaries, or 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. This report and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance. The words "believe," "anticipate," "intend," "estimate," "forecast," "project," "plan," "potential," "will," "may," "should," "expect" and similar expressions identify forward-looking statements.

The forward-looking statements in this report are based upon various assumptions, including, without limitation, management's examination of historical operating trends, data contained in our records and 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 statements, whether as a result of new information, future events or otherwise.

In addition to these important factors and matters discussed elsewhere herein and in the documents incorporated by reference herein, 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 dry bulk market, changes in the Company's operating expenses, including bunker prices, drydocking and insurance costs, the market for the Company's vessels, availability of financing and refinancing, 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, political events or acts by terrorists, and other important factors described from time to time in the reports filed by the Company with the Securities and Exchange Commission, or the Commission.

2012 Jul-Sept			2013 Jul-Sept			INCOME STATEMENT (in thousands of $)	2013 Jan-Sept			2012 Jan-Sept			2012 Jan-Dec

	11,164			9,950		Operating revenues		24,079			28,707			37,315

						Operating expenses
	2,780			2,232		Voyage expenses		3,884			4,083			4,323
	1,927			2,022		Ship operating expenses		5,854			5,536			7,608
	943			1,014		Administrative expenses		3,429			3,053			4,259
	2,792			2,792		Depreciation		8,286			8,322			11,117
	8,442			8,060		Total operating expenses		21,453			20,994			27,307
	2,722			1,890		Net operating income		2,626			7,713			10,008
						Other income (expenses)
	36			6		Interest income		35			57			106
	(947	)		(682	)	Interest expense		(2,235	)		(2,841	)		(3,765	)
	(117	)		(113	)	Other financial items		(379	)		(345	)		(467	)
	(1,028	)		(789	)	Total other expenses		(2,579	)		(3,129	)		(4,126	)
	1,694			1,101		Net income from continuing operations		47			4,584			5,882
	(58,699	)		(93	)	Net loss from discontinued operations		(6,961	)		(57,737	)		(59,311	)
	(57,005	)		1,008		Net (loss) income		(6,914	)		(53,153	)		(53,429	)

	0.07			0.04		Basic earnings per share from continuing operations ($)		0.002			0.18			0.24
	(2.40	)		(0.004	)	Basic loss per share from discontinued operations ($)		(0.28	)		(2.37	)		(2.43	)
	(2.33	)		0.04		Basic (loss) earnings per share ($)		(0.28	)		(2.19	)		(2.19	)

						Income on timecharter basis ($ per day per vessel)*
$	22,800		$	21,000		Capesize	$	18,600		$	22,500		$	22,500
						* Calender days less off-hire after deduction of broker commission

Note: EBITDA from continuing operations is defined as earnings from continuing operations before interest, taxes, depreciation and amortization of deferred charges. EBITDA from continuing operations in Q3 is calculated as $4,687,000 based on net income from continuing operations $1,101,000, depreciation ($2,792,000), net interest expense ($676,000) and amortization of deferred charges ($118,000).

BALANCE SHEET (in thousands of $)	2013 Sept 30	2012 Sept 30	2012 Dec 31

ASSETS
Short term
Cash and cash equivalents	57,340	67,517	79,259
Other current assets	7,462	7,831	6,590
Long term
Restricted cash	15,000	15,000	15,000
Vessels, net	265,540	298,832	273,826
Newbuildings	15,590	-	-
Vessel held for sale	-	41,982	21,523
Deferred charges	782	1,544	1,222
Total assets	361,714	432,706	397,420
LIABILITIES AND EQUITY
Short term
Current portion of long-term debt	-	26,833	4,700
Other current liabilities	8,234	12,721	6,798
Long term
Long-term debt	95,000	111,010	106,978
Other long term liabilities	-	-	1,250
Equity	258,480	282,142	277,694
Total liabilities and equity	361,714	432,706	397,420

2012 Jul-Sept			2013 Jul-Sept			STATEMENT OF CASHFLOWS (in thousands of $)	2013 Jan-Sept			2012 Jan-Sept			2012 Jan-Dec

						OPERATING ACTIVITIES
	(57,005	)		1,008		Net (loss) income		(6,914	)		(53,153	)		(53,429	)
						Adjustments to reconcile net (loss) income to net cash provided by operating activities;
	5,900			2,910		Depreciation and amortization		8,726			17,559			21,364
	12,679			(223	)	Net (gain) loss on sale of vessels		(254	)		12,679			13,088
	41,597			-		Impairment loss on vessels		5,342			41,597			41,597
	-			-		Amortization of time charter contract		-			2,303			2,303
	138			230		Restricted stock unit expense		772			619			906
	3,201			-		Provision for doubtful accounts		-			10,507			10,155
	3,897			(281	)	Change in operating assets and liabilities		(1,549	)		2,784			815
	10,407			3,644		Net cash provided by operating activities		6,123			34,895			36,799

						INVESTING ACTIVITIES
	-			(247	)	Additions to newbuildings		(15,590	)		-			-
	26,712			223		Proceeds from the sale of assets		17,075			26,712			66,993
	26,712			(24	)	Net cash provided by (used in) investing activities		1,485			26,712			66,993

						FINANCING ACTIVITIES
	(14,096	)		-		Repayment of long-term debt		(16,678	)		(15,896	)		(42,062	)
	(4,276	)		(4,283	)	Distributions to shareholders		(12,849	)		(25,042	)		(29,319	)
	(18,372	)		(4,283	)	Net cash used in financing activities		(29,527	)		(40,938	)		(71,381	)

	18,747			(663	)	Net (decrease) increase in cash and cash equivalents		(21,919	)		20,669			32,411
	48,770			58,003		Cash and cash equivalents at start of period		79,259			46,848			46,848
	67,517			57,340		Cash and cash equivalents at end of period		57,340			67,517			79,259

STATEMENT OF CHANGES IN EQUITY (in thousands of $)	2013 Jan-Sept			2012 Jan-Sept			2012 Jan-Dec

NUMBER OF SHARES OUTSTANDING
Balance at beginning of period		24,437,000			24,425,699			24,425,699
Shares issued		35,061			11,301			11,301
Balance at end of period		24,472,061			24,437,000			24,437,000

SHARE CAPITAL
Balance at beginning of period		244			244			244
Shares issued		1			-			-
Balance at end of period		245			244			244

ADDITIONAL PAID IN CAPITAL
Balance at beginning of period		131,766			131,256			131,256
Shares issued		-			-			-
Restricted stock unit expense		548			405			510
Balance at end of period		132,314			131,661			131,766

CONTRIBUTED CAPITAL SURPLUS
Balance at beginning of period		149,700			179,019			179,019
Distributions to shareholders		(12,849	)		(25,042	)		(29,319	)
Balance at end of period		136,851			153,977			149,700

RETAINED (DEFICIT) EARNINGS
Balance at beginning of period		(4,016	)		49,413			49,413
Net loss		(6,914	)		(53,153	)		(53,429	)
Balance at end of period		(10,930	)		(3,740	)		(4,016	)
Total Equity		258,480			282,142			277,694

	KNIGHTSBRIDGE TANKERS LIMITED. (registrant)

Dated: December 3, 2013	By:	/s/ Inger M. Klemp
		Name: Inger M. Klemp
		Title: Principal Financial Officer