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 February ,2005
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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 [_]
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]
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 as Exhibit 1 is a copy of the press release of Frontline Ltd. (the
"Company"), dated February 23, 2005.
Exhibit 1
FRONTLINE LTD.
PRELIMINARY FOURTH QUARTER AND FINANCIAL YEAR 2004 RESULTS
Highlights
o Frontline reports record quarterly and annual results.
o Frontline reports net income of $1.0 billion and earnings per share of
$13.79 for the financial year 2004 and net income of $498.2 million and
earnings per share of $6.66 for the fourth quarter of 2004.
o Frontline announces a cash dividend totalling $261.9 million, equivalent to
$3.50 per share.
o Frontline gives $157.1 million "in kind" dividend through the spin off of a
further 10 percent of its share of Ship Finance.
The Board of Frontline Ltd. (the "Company" or "Frontline") is pleased to
announce net income of $498.2 million for the fourth quarter of 2004, equivalent
to earnings per share of $6.66. This is the best quarterly results ever recorded
by the Company. Operating income for the quarter was $471.7 million, up from
$220.5 million in the third quarter as the tanker market experienced a continued
period of exceptionally strong rates. 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 $111,200, $85,000 and $31,100,
respectively, compared with $67,200, $45,900 and $27,300 respectively in the
third quarter of 2004. In the fourth quarter of 2004, the Company reported a
gain of $19.8 million from the sale of assets that relates to the sale of the
Company's interest in one VLCC.
Interest income for the quarter was $8.4 million, of which $6.1 million relates
to Independent Tankers Corporation ("ITC"). Interest expense for the quarter was
$50.4 million (of which $16.4 million relates to ITC) compared with $51.1
million in the third quarter (of which $16.3 million relates to ITC). The total
of other financial items for the quarter was a net gain of $17.1 million
compared to net losses of $26.2 million in the third quarter. This change
reflects movements in the financial and freight markets from the third to fourth
quarter. Other financial items include a gain of $0.7 million from the mark to
market valuation of freight future agreements in the fourth quarter compared
with losses of $17.2 million in the third quarter. Movement in interest rates
has generated valuation gains of $5.9 million on interest rate swaps in the
fourth quarter compared with losses of $10.9 million in the third quarter. Other
financial items also include a gain on sale of marketable securities of $7.2
million. At December 31, 2004 the Company had interest rate swaps with a total
notional principal amount of $631.4 million outstanding, of which Ship Finance
holds $581.4 million. The Company has recorded a foreign exchange loss of $9.8
million in the quarter arising on Yen debt in subsidiaries and certain Yen
currency contracts as the Yen strengthened from 110.92 at September 30, 2004 to
103.10 at December 31, 2004.
In the fourth quarter of 2004, the Company spun off the newly formed dry bulk
group, Golden Ocean Group Limited ("Golden Ocean"). This transaction has been
accounted for at fair value and is presented as discontinued operations.
Included in the discontinued operations amount of $104.1 million for the fourth
quarter of 2004 is a gain of $99.5 million resulting from the recognition of the
distribution of Golden Ocean shares and cash to Frontline shareholders at fair
value.
The Company has a 20 percent profit share arrangement with Ship Finance for any
earnings Frontline makes above the fixed charter rates. This profit share is
determined on an annual basis and for 2004 totals $114.9 million.
Frontline announces net income of $1.0 billion for the year ended December 31,
2004, equivalent to earnings per share of $13.79. 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 $78,000, $57,900 and
$27,900, respectively.
As at December 31, 2004, the Company had total cash and cash equivalents of
$698.3 million. This amount includes restricted cash of $592.6 million of which
$325.9 million relates to deposits in ITC and $250.0 million in Frontline
Shipping Limited. As of February 18, 2005, Frontline has cash breakeven rates on
a TCE basis for VLCCs and Suezmaxes of $28,042 and $21,370, respectively.
The Company has restated prior periods reported to reflect the treatment of the
spin off of Golden Ocean as discontinued operations. This is a reclassification
of certain line items presented in our statement of operations and has had no
effect on reported net income.
Corporate and Other Matters
On October 2004 the Company announced that it had sold the joint owned single
hull VLCC Golden Fountain to Chinese interests. The vessel was delivered to its
new owners in December 2004.
On November 3, 2004 the Company announced that it had chartered out two 1991
built single hull VLCCs to a subsidiary of Titan Petrochemicals Group, a Hong
Kong Stock Exchange listed company. The vessels are chartered out until 2010.
The contracts will provide the Company with a guaranteed minimum hire of $35,000
per day and in addition provide for a 50:50 profit sharing of earnings in excess
of $37,500 per day.
In the fourth quarter of 2004 the Company acquired and took delivery of two
single hull Suezmax tankers; New Horizon and Marble built in 1988 and 1992
respectively. On October 6, 2004, the Company announced the issuance and private
placement of 300,000 ordinary shares to institutional investors at a purchase
price of NOK 352 per share. The total proceeds of $15.7 million were used to
assist in financing the purchase of the Marble.
In November 2004 the Company exercised its purchase options on three KG financed
VLCCs vessels. Two of these vessels were delivered to the Company in January
2005 and were concurrently sold to Ship Finance and leased back by the Company.
The third vessel is anticipated delivered in early March, and will be sold and
leased back along the same lines as the first two vessels. It is anticipated
that such a refinancing will release approximately $70 million in liquidity.
On February 23, 2005 the Board declared a dividend of $3.50 per share. The
record date for the dividend is March 7, 2005, ex dividend date is March 3, 2005
and the dividend will be paid on or about March 18, 2005.
In December 2004, the Company reduced its shareholding in Ship Finance by
approximately 13.2 percentage points through a share distribution. In January
2005, the Company announced a distribution of a further 25 percent of the shares
of Ship Finance that took place on February 18, 2005. As of today, Frontline's
shareholding in Ship Finance is approximately 26 percent.
On February 23, 2005, the Board has approved the spin off of a further ten
percentage points of Frontline's investment in Ship Finance. Every Frontline
shareholder will receive 1 share in Ship Finance for every 10 shares held in
Frontline. The record date for this distribution is March 11, 2005, ex dividend
date is March 9, 2005 and the distribution will be made on March 24, 2005.
At December 31, 2004, 74,825,169 ordinary shares were outstanding and the
weighted average number of shares outstanding for the quarter and twelve months
then ended were 74,805,604 and 74,192,939, respectively.
The exclusive market related chartering agreement with BP has not been renewed
for 2005. The main reasons behind the non renewal is a change in BP's
transportation needs as well as a development of better margin business within
Frontline. The relationship between the companies remains good.
The Company has announced in a 13D filing submitted to the U.S. SEC on February
22, 2005, that it again has crossed five percent ownership in General Maritime
("Genmar"). As of this date, Frontline held a total of 2,983,700 shares in
Genmar equal to 7.89 percent of Genmar's outstanding share capital.
As of February 22, 2005, the Company has agreed with Ship Finance that Frontline
will long term charter two 2004 built VLCCs originally built for Pertamina. The
ships will commence their long term charter party in the third quarter of 2005.
The Market
The strong tanker market that we experienced in the third quarter of 2004
continued into the fourth quarter at even higher levels. Except for the very
beginning and very end of the quarter, the VLCC market from the Middle East to
the Far East stayed above TCE $90,000 for the whole quarter. The Suezmax market
also showed strong earnings with average rates for the major West Africa to US
trade being around $90,000 per day for the quarter. The continued strong market
was a result of the high world oil demand particularly in China and the USA, and
the improving world economic activity in general. Most of the additional demand
was met by increased production in the Middle East, resulting in increased
ton-miles.
According to the IEA, the average OPEC oil production, including Iraq, in the
fourth quarter of 2004 was approximately 29.6 million barrels per day (b/d), an
increase from the third quarter when they produced around 29.2 million b/d.
During the quarter, OPEC continued their policy of `producing what is needed to
supply the market', but despite this oil prices stayed extremely firm during the
whole period
IEA estimates that world oil demand averaged 84.2 million b/d in the fourth
quarter, an increase of 2.5 percent from the fourth quarter of 2003.
The world VLCC fleet totalled 444 vessels at the end of the fourth quarter 2004.
Two VLCC's were scrapped in the period and six were delivered. The total order
book is now at 84. A total of eight VLCC's was ordered during the quarter.
The world Suezmax fleet totalled 312 vessels at the end of the quarter, up from
308 vessels after the third quarter. No Suezmax was scrapped during the quarter
and four were delivered. The total orderbook for Suezmaxes is now at 76. A total
of seven Suezmaxes were ordered in the quarter.
The tanker market looks healthy for the remainder of the year. The freight
futures market supports the positive outlook. It is today possible to sell
freight futures for the year 2005 at a level that equates to approximately
$58,000 per day on VLCCs, and $46,000 per day for 2006. For Suezmaxes the
comparable levels are $38,500 for 2005 and $33,000 for 2006.
The prices for secondhand tonnage and newbuildings have shown a strong upwards
price movement in the quarter.
Strategy
Frontline believes that a further consolidation of the tanker market will be to
the benefit of the tanker companies as well as the customers. More flexibility
in the fleet, lower costs of capital and significant economies of scale create
strong advantages for larger companies. The current trend where the strength of
the equity market gives possibilities for smaller companies to attract
institutional capital instead of further consolidation will harm the industry
long term.
The previously reported investment in Genmar has been done on an opportunistic
basis. The total investment is $117.0 million as of February 22, 2005. Frontline
sees large opportunities for synergy between itself and Genmar. These synergies
are linked to improved revenue as well as significant cost reduction. If no
progress is made in future discussions with Genmar's board and management,
Frontline might consider disposing of its investment in Genmar and looking for
alternative ways to expand the Company. In the current market, direct investment
in ships seems to be financially more attractive than corporate opportunities.
Through the current operational structure, Frontline is in a position to grow
the asset basis materially without being dependent on large amounts of equity or
diluting the existing dividend strategy. The chartering operation, the use of
the long term lease market and the reasonable rates linked to the 48 vessels on
charter from Ship Finance creates this financial flexibility. The financial
flexibility can be used for restructuring corporate transactions as well as for
direct investments.
The Board of Frontline wants to reassure shareholders that the aggressive
dividend strategy that was established with the spin off of Ship Finance will be
retained. The Board is evaluating ways to smooth the cyclicality in quarterly
dividend payments and make the cashflow to shareholders somewhat more
predictable. As a first step the Board has decided to raise the targeted
ordinary dividend from $1.00 to $2.50 per share per year. For 2005 the Board
anticipates significant extra dividend in addition to this targeted ordinary
dividend.
Frontline's remaining investment in Ship Finance is targeted to be divested
before June 30, 2005. The disposal is likely to be composed of a normal dividend
spin off to shareholders combined with a secondary placement of approximately
$150 million mainly targeted for Private Investors in the United States.
Outlook
The shipping market has since 1990 shown a growth of between 4 and 5 percent per
year. In the last two years the annual growth has been around 10 percent. Almost
half of this growth is linked to the growth in China. The world shipbuilding
industry currently has production capacity to support a growth of approximately
6 to 7 percent. Based on a continued high growth in China, further supported by
strong Indian expansion, it becomes more and more likely that shipping markets
will remain strong for the next years. The potential phase out of single hull
tanker tonnage in 2010, (currently approximately 37 percent of the fleet) puts
further pressure on the situation.
The strong oil price indicates strong demand and limited risk for major OPEC
production cuts in order to adjust inventories and prices. The high energy
prices are however a long term concern which over time could dampen demand.
The earnings achieved so far in the quarter are in line or better than earnings
achieved in Q1 2004. The Board is particularly pleased with the Company's
performance with respect to maintaining a low cost basis and generating a
chartering income superior to market competitors.
Frontline has a large modern fleet, a low cost base, low cash breakeven rates
and is in a strong financial position. The Company should be well prepared to
maximize opportunities and generate good return to shareholders in the period to
come.
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, and other important factors described from
time to time in the reports filed by the Company with the United States
Securities and Exchange Commission.
February 23, 2005
The Board of Directors
Frontline Ltd.
Hamilton, Bermuda
Questions should be directed to:
Contact: Tor Olav Troim: Director, Frontline Ltd
+44 7734 976 575
Oscar Spieler: Chief Executive Officer, Frontline Management AS
+47 23 11 40 00
Tom Jebsen, Chief Financial Officer, Frontline Management AS
+47 23 11 40 00
FRONTLINE GROUP FOURTH QUARTER REPORT (UNAUDITED)
2003 2004 INCOME STATEMENT 2004 2003
Oct-Dec Oct-Dec (in thousands of $) Jan-Dec Jan-Dec
Restated Restated
(audited)
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267,899 656,267 Total operating revenues 1,856,428 1,158,272
(2,700) 19,799 Gain (loss) from sale of assets 19,574 5,626
67,514 105,582 Voyage expenses and commission 361,609 323,378
30,152 37,786 Ship operating expenses 130,395 115,333
21,916 7,890 Charter hire expenses 39,302 80,539
7,603 6,982 Administrative expenses 26,516 17,888
38,132 46,150 Depreciation 181,274 144,470
165,317 204,390 Total operating expenses 739,096 681,608
99,882 471,676 Operating income 1,136,906 482,290
1,688 8,380 Interest income 31,595 9,185
(21,776) (50,379) Interest expense (205,641) (74,376)
6,609 4,620 Share of results from associated companies 10,553 33,533
(14,893) 17,099 Other financial items 3,566 300
(3,301) (9,834) Foreign currency exchange gain (loss) (5,378) (11,963)
68,209 441,562 Income before discontinued operations, taxes and minority interest 971,601 438,969
- (47,335) Minority interest (64,995) -
(5) (65) Taxes (178) (3)
(33,767) - Cumulative effect of change in accounting principle - (33,767)
2,265 104,070 Discontinued operations 116,954 4,161
36,702 498,232 Net income 1,023,382 409,360
Basic Earnings Per Share Amounts ($)
EPS from continuing operations before cumulative effect
$0.93 $5.27 of change in accounting principle $12.22 $5.86
$0.50 $6.66 EPS $13.79 $5.47
Time Charter Equivalent earnings ($ per day per ship)*
40,600 111,200 VLCC 78,000 42,300
32,600 85,000 Suezmax 57,900 33,900
27,900 31,100 Suezmax OBO 27,900 31,900
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* Basis = Calendar days minus off-hire. Figures after deduction of broker commission
BALANCE SHEET 2003
(in thousands of $) 2004 Dec 31
Dec 31 (audited)
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ASSETS
Short term
Cash and cash equivalents 105,702 124,189
Restricted cash 592,607 891,887
Other current assets 456,595 181,850
Long term
Newbuildings and vessel purchase options 24,231 8,370
Vessels and equipment, net 2,254,361 2,165,240
Vessels under capital lease, net 718,842 765,126
Investment in finance lease 107,664 120,894
Investment in associated companies 22,955 173,329
Deferred charges and other long-term assets 55,803 32,651
Total assets 4,338,760 4,463,536
LIABILITIES AND STOCKHOLDERS' EQUITY
Short term
Short term interest bearing debt 151,614 191,131
Current portion of obligations under capital lease 21,498 20,138
Other current liabilities 166,320 100,827
Long term
Long term interest bearing debt 1,990,131 2,091,286
Obligations under capital lease 732,153 753,823
Other long term liabilities 30,346 50,914
Minority interest 328,730 -
Stockholders' equity 917,968 1,255,417
Total liabilities and stockholders' equity 4,338,760 4,463,536
2003
2003 2004 STATEMENT OF CASHFLOWS 2004 Jan-Dec
Oct-Dec Oct-Dec (in thousands of $) Jan-Dec (audited)
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OPERATING ACTIVITIES
Net income (loss)
Adjustments to reconcile net income to net cash provided
36,702 498,232 by operating activities 1,023,382 409,360
39,997 47,761 Depreciation and amortisation 194,083 149,769
6,079 3,008 Unrealised foreign currency exchange (gain) loss 390 17,955
2,700 (126,455) Gain or loss on sale of assets (126,230) (5,626)
(6,609) (4,620) Results from associated companies (10,552) (33,533)
(3,270) (15,818) Adjustment of financial derivatives to market value (15,675) (28,180)
33,767 - Change in accounting principle - 33,767
2,483 46,788 Other, net 61,659 1,311
(13,482) (207,684) Change in operating assets and liabilities (221,070) (21,543)
98,367 241,212 Net cash provided by operating activities 905,987 523,280
INVESTING ACTIVITIES
(563,979) (25,742) Maturity (placement) of restricted cash 301,743 (559,430)
(24) (80,306) Additions to newbuildings, vessels and equipment (141,660) (66,589)
75,240 59,104 Proceeds from sales of vessels 59,787 427,305
(74,667) (4,360) Investments in associated companies, net (22,443) (80,030)
- - Purchase of option - (10,042)
- (14,713) Acquisition of business, net of cash acquired (18,858) (2,363)
- 8,428 Receipts from investments in finance leases and loans receivable 17,482 -
8,222 (14,927) Purchases and sales of other assets, net (15,098) 22,091
(555,208) (72,516) Net cash provided by (used in) investing activities 180,953 (269,058)
FINANCING ACTIVITIES
563,271 35,606 Proceeds from long-term debt, net of fees paid 1,707,655 608,808
(117,598) (51,202) Repayments of long-term debt (1,814,269) (465,313)
(4,512) (5,104) Repayment of capital leases (20,311) (13,134)
(96,190) (217,304) Dividends paid (1,038,315) (338,033)
1,080 15,411 Issue of shares, net 62,276 (25,631)
346,051 (222,593) Net cash provided by (used in) financing activities (1,102,964) (233,303)
Net increase (decrease) in cash and cash equivalents
(110,790) (53,897) before change in accounting principle (16,024) 20,919
11,192 - Cash effect of change in accounting principle - 11,192
Net increase (decrease) in cash and cash equivalents
(99,598) (53,897) after change in accounting principle (16,024) 32,111
223,787 159,599 Cash and cash equivalents at start of period 121,726 92,078
124,189 105,702 Cash and cash equivalents at end of period 105,702 124,189
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.
Frontline Ltd.
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(Registrant)
Date February 24, 2005 By /s/ Kate Blankenship
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Kate Blankenship
Secretary and Chief Accounting Officer