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 November , 2003
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Frontline Ltd.
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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-
Item 1. INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached is a copy of the earnings release of Frontline Ltd. (the "Company")
dated November 17, 2003, for the quarter ended September 30, 2003.
FOR IMMEDIATE RELEASE
Frontline Ltd.
Interim Report July - September 2003 THIRD QUARTER AND NINE MONTH RESULTS
Frontline Ltd. reports net operating income before depreciation of $97.4 million
and net income of $37.9 million for the third quarter of 2003. Earnings per
share for the quarter were $0.52. Dividends per share for the quarter will be
$1.30.
Net operating revenues decreased by 38 per cent compared with the second quarter
of 2003 due to weakening in the tanker market. The average daily time charter
equivalents ("TCEs") earned in the spot and period market by the Company's
VLCCs, Suezmax tankers, and Suezmax OBO carriers were $28,200, $22,000 and
$22,500, respectively, compared with $46,000, $39,600 and $35,200, respectively
in the immediately preceding quarter. In the third quarter the Company recorded
a gain on sale of assets of $6.9 million, principally relating to the sale of
two Suezmax tankers. The Company also sold two VLCCs on sale and leaseback
arrangements and realised a gain of $8.8 million that will be recognised over
the life of the leases.
Net interest expense for the quarter was $16.1 million. In the third quarter of
2003 the Yen strengthened significantly against the US Dollar, resulting in a
foreign exchange loss of $12.2 million arising on the Yen debt in subsidiaries.
For the nine months ended September 30, 2003 the Company reports net operating
income before depreciation of $477.3 million and net income of $372.6 million.
Earnings per share for the nine months were $4.95.
The average daily TCEs earned in the spot and period market by the Company's
VLCCs, Suezmax tankers, and Suezmax OBO carriers in the nine months were
$42,900, $34,300 and $33,300, respectively. As of today Frontline has cash
breakeven rates for VLCCs and Suezmaxes of $21,000 and $14,200, respectively.
Other financial items for the nine months were positive, $29.3 million of which
$22.1 million is attributable to the gain recorded on the Bank of Nova Scotia
Equity Swap Line that was settled in June 2003. The foreign exchange loss for
the nine months of $12.1 million relates to the strengthening of the Yen in the
third quarter discussed above.
The results for the periods of 2002 presented have been restated, principally to
reflect the adoption of Financial Accounting Standard 142 "Goodwill and Other
Intangible Assets". The Company adopted FAS 142 effective January 1, 2002 as
disclosed in the preliminary fourth quarter and financial year 2002 report.
THE MARKET
The VLCC market remained weak during most of the quarter but had a brief
recovery during the last week of August. The strong increase was explained by
considerably higher volumes of crude oil being shipped out of the Middle East
during September compared to August. The Middle East - Far East route
contributed to the largest increase. Over the first nine months of 2003, the
import of crude oil to China increased by 30% and has reached 1.8 mbpd. This
massive import increase has been driven by surges in domestic consumption. A
similar size increase in imports have been seen in the US over the last year. On
September 24, OPEC announced a reduction in the production quota by 900,000 bpd.
This strongly influenced the psychology among the owners and led to the sharp
fall of VLCC rates during the last week of September.
Iraq increased its production of crude oil during the third quarter although
this was partially offset by reduced output from Saudi Arabia and Kuwait. The
sharp fall in rates in the middle of the quarter resulted in a build up of
available VLCC and Suezmax tonnage during the month of October.
The world's VLCC fleet has remained constant over the first nine months of 2003.
The number of VLCCs on order by the end of the quarter was approximately 68
vessels to be delivered through to 2006. This is about 16% of the fleet. In the
Suezmax segment, a total of 86 vessels are on order, equivalent to approximately
30% of the fleet. All eight of Frontline's Suezmax OBO carriers were shifted
into the dry bulk market during the third quarter. A total capacity of 5 million
dwt was shifted from the crude oil segment into the dry market, of which
Frontline's OBOs contributes 1.4 million dwt, creating healthier environment,
particularly in the Suezmax segment.
Building prices as well as second-hand prices have shown a strong upwards
development since the start of the third quarter. US dollar prices are supported
by the strong market fundamentals in several shipping markets as well as the
weakening of the US dollar against the Yen.
CORPORATE AND OTHER MATTERS
On November 17, 2003, the Board declared a dividend of $1.30 per share. The
record date for the dividend is November 28, 2003, ex dividend date is November
26, 2003 and the dividend will be paid on or about December 12, 2003. The
dividend consists of $0.25 per share in normalised dividend and an extra
dividend of $1.05 per share. The Board maintains its long-term strategy of
retaining approximately $200 million in free liquidity. The extra dividend is
paid after thorough consideration of the Company's cash position and anticipated
liquidity realised from ship sales as well as the current market situation.
The Board of Directors is pleased to announce that Frontline has entered into a
new strategic partnership with STASCO, the shipping arm of the Royal Dutch Shell
Group. The agreement is an extension of Frontline's existing relationship with
STASCO, which currently includes three VLCCs on medium-term charters. Frontline
is to provide STASCO with an additional three modern VLCCs in a charter
arrangement that will last for at least two years, bringing the number of
vessels involved to six. Shell has in connection with the deal put restrictions
on age. The intention is also to develop a closer relationship on the cargo
side. STASCO is the largest VLCC charterer in the world. The deal is another
milestone in the Company's efforts to build relationships with the most
successful oil companies in the world.
In August 2003, two 2000-built Suezmax tankers, the Front Sun and the Front Sky,
were delivered to OMI Corporation (OMI) in accordance with previously announced
sale. The sale of these vessels generated cash of approximately $39 million for
the Company in addition to receiving 2,000,000 OMI shares and a gain on sale of
approximately $6.8 million.
In September 2003, the Company sold two of its 2000-built VLCCs, the Front Tina
and Front Commodore, to two German K/Gs promoted by Dr. Peters GmbH. The vessels
are chartered back on 12.5 years time charter arrangements, including options
for the Company to buy back the vessels at the end of the charter period. The
sale of these two vessels generated cash of approximately $70 million for the
Company and a gain on sale of approximately $8.8 million that is being
recognized over the term of the charter.
The Company has in the fourth quarter entered into an agreement to sell the
VLCC, Front Hawk. The sale, which confirmed the strong upward price movement for
second-hand ships, will be completed in the fourth quarter and is expected to
generate approximately $30 million in additional liquidity.
During the last few months the Board has been working on a financial
restructuring of Frontline. The planned transaction is to sell a substantial
part of the Frontline fleet to a new company ("New Company"). This New Company
will charter each of the ships back to Frontline for most of the remaining life
of the ship. The New Company, which initially will be a subsidiary of Frontline,
will be financed with bank debt, bonds and a yield oriented equity security. The
intention is to spin off the New Company in connection with a listing of its
shares. Frontline's management is currently in discussion with its financiers in
order to establish the final structure. The Company has had initial meetings
with rating agencies. It is anticipated that approximately $250 million of
Frontline's liquidity will be needed in order to support the long-term charter
arrangements. The structure, if implemented successfully, is anticipated to
increase the liquidity in Frontline by more than $400 million compared to
today's level. These funds can be used to continue the expansion of Frontline or
can alternatively be distributed to the shareholders in form of a dividend or
buy-back of stocks. A final decision about the use of these funds will be taken
based on the general market situation at that time, the possible opportunities,
as well as the pricing of the equity in the remaining Frontline Ltd.
During the third quarter of 2003, the Company issued 53,664 shares in connection
with the exercise of employee share options and at September 30, 2003,
73,526,730 ordinary shares were outstanding and the weighted average number of
shares outstanding for the quarter and nine months were 73,490,930 and
75,345,491, respectively.
OUTLOOK
The recent market improvements are related to a general increase in demand and
seasonal effects combined with healthy OPEC production output. The volatility is
expected to continue due to low crude and oil products inventory among major
importing areas. The availability of tonnage is another major factor influencing
the short-term rates. This availability is partly subject to randomness and has
mainly to do with trading pattern of the total fleet.
The Board maintains a positive market view. We are entering into a traditionally
strong season, with strong leading indicators, including continued strong
imports of crude into China and US. The Board expects a continued strong supply
demand balance with high utilisation rates. The volatility will, however,
continue to be substantial.
For the fourth quarter, more than 60% of Frontline's Suezmax fleet capacity
(including OBOs) has been fixed at a rate of $27,600, and more than 83% of the
VLCC capacity at $34,200.
The current strong development in the market with Suezmax and VLCC rates
currently around $45,000 and $80,000 respectively is likely to improve the
numbers for the fourth quarter further. The existing market will also, due to
the length of the charters, create a very positive start for 2004.
The purpose of the financial restructuring that the company currently is working
on is to give shareholders a higher return on the equity invested. This is to be
achieved through a combination of more stabilized earnings in the ship finance
company and conversion to charter structure and thereby reduced need for equity
in Frontline Ltd.
The existing deal with BP and the new deal with STASCO confirm that Frontline,
through the size and the quality of the fleet, has achieved a unique position in
order to service the major oil companies.
The new age restriction already implemented by the EU and currently under
consideration from IMO creates a market where quality tonnage is in high demand,
the fleet is traded less efficient and older tonnage experiences an accelerated
phase out. Based on these and the existing order book the fleet seems to be well
balanced. A relatively tight oil inventory situation, increased Iraq oil
production and recent indications about a pick-up in worldwide oil demand are
likely to create a continued market with high profitability. The Board remains
confident about the outlook for the Company.
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 Frontline management's examination of historical
operating trends. Although Frontline 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, Frontline cannot give assurance that it will achieve or
accomplish these expectations, beliefs or intentions.
Important factors that, in the Company's view, could cause actual results to
differ materially from those discussed in this press release include the
strength of world economies and currencies, general market conditions including
fluctuations in charter hire rates and vessel values, changes in demand in the
tanker market as a result of changes in OPEC's petroleum production levels and
world wide oil consumption and storage, changes in the Company's operating
expenses including bunker prices, dry-docking and insurance costs, 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, conditions in the debt and equity markets that
may affect the proposed restructuring and other corporate actions and other
important factors described from time to time in the reports filed by the
Company with the United States Securities and Exchange Commission.
November 17, 2003
The Board of Directors
Frontline Ltd.
Hamilton, Bermuda
Questions should be directed to:
Contact: Tor Olav Tr0im: Director and Vice-President, Frontline Ltd
+47 23 11 40 00
Tom Jebsen: Chief Financial Officer, Frontline Management AS
+47 23 11 40 00
FRONTLINE GROUP THIRD QUARTER REPORT (UNAUDITED)
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2002 2003 INCOME STATEMENT 2003 2002 2002
Jul-Sep Jul-Sep (in thousands of $) Jan-Sep Jan-Sep Jan-Dec
(restated) (restated(audited)
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80,031 142,238 Net operating revenues 630,173 257,883 416,521
741 6,914 Gain (loss) from sale of assets 3,136 741 (1,228)
28,352 31,034 Ship operating expenses 86,793 82,343 109,286
19,737 16,117 Charterhire expenses 58,967 39,269 60,634
4,646 4,566 Administrative expenses 10,286 9,665 12,806
28,037 97,435 Operating income before depreciation 477,263 127,347 232,567
34,434 37,311 Depreciation 108,253 100,911 136,891
(6,397) 60,124 Operating income (loss) after depreciation 369,010 26,436 95,676
2,375 1,467 Interest income 7,448 7,803 13,042
(18,089) (17,543) Interest expense (53,096) (53,906) (71,311)
(1,374) 1,662 Share of results from associated companies 32,115 (9,838) (10,711)
(20,746) 4,414 Other financial items 29,263 (21,170) (8,614)
3,514 (12,221) Foreign currency exchange gain (loss) (12,093) (7,580) (10,932)
(40,717) 37,903 Income (loss) before taxes and minority 372,647 (58,255) 7,150
interest
1 - Taxes (3) 2 (22)
- - Cumulative effect of change in accounting - (14,142) (14,142)
principle
(85) - Discontinued operations - (1,602) (1,929)
(40,803) 37,903 Net income (loss) 372,650 (74,001) (8,899)
Basic Earnings (loss) Per Share Amounts ($)
$(0.53) $0.52 EPS from continuing operations before $4.95 $(0.76) $0.09
cumulative effect of change in accounting
principle
$(0.53) $0.52 EPS $4.95 $(0.97) $(0.12)
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Income on timecharter basis ($ per day per
ship)*
16,900 28,200 VLCC 42,900 18,900 22,500
14,300 22,000 Suezmax 34,300 16,100 18,400
13,400 22,500 Suezmax OBO 33,300 15,500 17,700
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* Basis = Calendar days minus off-hire.
Figures after deduction of broker
commission
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BALANCE SHEET 2003 2002 2002
(in thousands of $) Sep 30 Sep 30 Dec 31
(restated) (audited)
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ASSETS
Short term
Cash and cash equivalents 227,887 84,886 100,298
Other current assets 145,660 90,141 132,707
Long term
Newbuildings and vessel purchase options 18,412 65,236 27,405
Vessels and equipment, net 2,089,801 2,332,649 2,373,239
Vessels under capital lease, net 468,024 229,866 264,902
Investment in associated companies 131,297 110,262 119,329
Deferred charges and other long-term assets 16,043 6,872 16,863
Total assets 3,097,124 2,919,912 3,034,743
LIABILITIES AND STOCKHOLDERS' EQUITY
Short term
Short term interest bearing debt 148,060 207,951 167,807
Current portion of obligations under capital lease 19,905 12,511 13,164
Other current liabilities 69,564 66,611 78,850
Long term
Long term interest bearing debt 1,061,157 1,223,106 1,277,665
Obligations under capital lease 463,007 217,959 259,527
Other long term liabilities 25,955 31,174 10,757
Minority interest - - -
Stockholders' equity 1,309,476 1,160,600 1,226,973
Total liabilities and stockholders' equity 3,097,124 2,919,912 3,034,743
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2002 2003 STATEMENT OF CASHFLOWS 2003 2002 2002
Jul-Sep Jul-Sep (in thousands of $) Jan-Sep Jan-Sep Jan-Dec
(restated) (restated) (audited)
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OPERATING ACTIVITIES
(40,803) 37,903 Net income (loss) 372,650 (74,001) (8,899)
Adjustments to reconcile net income
to net cash provided by operating
activities
35,452 37,640 Depreciation and amortisation 109,153 105,205 142,154
(1,962) 12,947 Unrealised foreign currency exchange 11,877 10,397 14,176
(gain) loss
602 (6,914) Gain or loss on sale of assets (3,136) 2,871 4,337
1,374 (1,662) Results from associated companies (32,115) 9,838 10,711
9,183 (2,041) Adjustment of financial derivatives (24,452) 10,685 7,495
to market value
- Change in accounting principle - 14,142 14,142
- 4,964 Other, net - - 1,968
17,856 (6,146) Change in operating assets and (5,166) 13,607 (44,059)
liabilities
21,702 76,691 Net cash provided by operating 428,811 92,744 142,025
activities
INVESTING ACTIVITIES
(60,819) (184,714) Additions to newbuildings, vessels (356,927) (197,755) (376,844)
and equipment
1,135 1,482 Advances to associated companies, net 4,889 (10,066) (20,010)
(722) - Purchase of minority interest (2,912) (6,822) (6,822)
31,800 243,001 Proceeds from sale of assets 358,886 74,241 177,902
(28,606) 59,769 Net cash provided by (used in) 3,936 (140,402) (225,774)
investing activities
FINANCING ACTIVITIES
54,204 46,748 Proceeds from long-term debt, net of 97,820 226,958 380,294
fees paid
(53,245) (169,574) Repayments of long-term debt (347,715) (197,904) (341,959)
(4,318) (3,614) Repayment of capital leases (8,623) (66,893) (92,838)
- 126,867 Additions to capital leases 218,844 - 68,167
- (154,335) Dividends paid (241,843) (19,117) (19,117)
- 351 Issue of shares, net (23,641) 223 223
(3,359) (153,557) Net cash used in financing activities (305,158) (56,733) (5,230)
(10,263) (17,097) Net increase (decrease) in cash and 127,589 (104,391) (88,979)
cash equivalents
95,149 244,984 Cash and cash equivalents at start of 100,298 189,277 189,277
period
84,886 227,887 Cash and cash equivalents at end of 227,887 84,886 100,298
period
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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.
Frontline Ltd.
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(Registrant)
Date November 26, 2003 By /s/ Kate Blankenship
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Kate Blankenship
Secretary and Chief Accounting Officer
02089.0022 #446341