SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2007
Commission File Number: 0-22704
Frontline Ltd.
(Translation of registrant's name into English)
Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM 08, Bermuda
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ___
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)7: ___
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 99.1 is a copy of the press release of Frontline Ltd. (the
"Company") dated February 27, 2007, announcing the Company's preliminary
financial results for the fourth quarter and year ended December 31, 2006.
Exhibit 99.1
FRONTLINE LTD.
PRELIMINARY FOURTH QUARTER AND FINANCIAL YEAR 2006 RESULTS
Highlights
o Frontline reports net income of $134.6 million and earnings per share of
$1.80 for the fourth quarter of 2006. o Frontline reports annual net income
of $516.0 million and earnings per share of $6.90.
o Frontline announces a cash dividend of $2.05 per share.
o Frontline to spin off its remaining approximately 11 percent of Ship
Finance International Limited.
Fourth Quarter and Financial Year 2006 Results
The Board of Frontline Ltd. (the "Company" or "Frontline") announces net income
of $134.6 million for the fourth quarter of 2006, equivalent to earnings per
share of $1.80. Net operating income for the quarter was $220.4 million compared
to $184.7 million in the third quarter, including a gain on sale of assets of
$73.8 million compared to $nil in the third quarter.
The earnings reflect the weakening of the market in the fourth quarter. 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
$48,000, $31,200 and $34,200, respectively compared with $59,800, $40,000 and
$30,800, respectively in the third quarter. The results show a continued
differential in earnings between single and double hull tonnage. The results
also reflect the dry-dockings of four vessels in the quarter, that Front Sunda
was off hire for the full quarter, together with other unscheduled off hire
creating approximately 298 days in lost income. Operating costs continued at
above normal level caused by the fact that the dry-dockings were expensed in the
quarter. Administrative expenses have increased by $4.4 million compared to the
third quarter with $2.7 million of this being attributable to increased
administrative costs in Ship Finance International Limited ("Ship Finance"). Of
the total administrative expenses for the year, $3.2 million has been incurred
in relation to the Company's FPSO subsidiary and $5.5 million relates to Ship
Finance. There has been a general increase in administrative expenses as a
result of increased audit fees and costs related to the Company's compliance
with the Sarbanes-Oxley Act.
Interest income was $13.8 million in the quarter, of which $6.4 million relates
to restricted deposits held by subsidiaries reported in Independent Tankers
Corporation ("ITC") and $0.8 million relates to Ship Finance. The Company
recorded interest expense of $52.6 million in the fourth quarter of which $15.0
million relates to ITC and $27.2 million relates to Ship Finance.
Other financial items in the fourth quarter were a gain of $0.2 million compared
to a loss of $10.1 million in the third quarter. Valuation gains of $1.0 million
were recorded in interest rate swaps, all of which relates to Ship Finance, in
the fourth quarter compared to losses of $16.4 million in the third quarter. As
at December 31, 2006, the Company had interest rate swaps with a total notional
principal of $738.7 million, all of which relates to Ship Finance. The valuation
of freight future agreements to market value has resulted in a loss of $1.2
million compared to a loss of $2.0 million in the third quarter.
Frontline announces net income of $516.0 million for the year ended December 31,
2006, equivalent to earnings per share of $6.90. The average TCEs earned in the
spot and period market by the Company's VLCCs, Suezmax tankers, and Suezmax OBO
carriers for the twelve month period ended December 31, 2006 were $57,800,
$37,800 and $31,700, respectively.
As at December 31, 2006, the Company had total cash and cash equivalents of
$827.1 million which includes $61.6 million in Ship Finance and $623.1 million
of restricted cash. Restricted cash includes $336.5 million relating to deposits
in ITC and $269.2 million in Frontline Shipping Limited and Frontline Shipping
II Limited.
The payment of a dividend in excess of the net income result is supported by
cash released in transactions completed in the first quarter of 2007.
As of February 2007, the Company has cash breakeven rates on a TCE basis for
VLCCs and Suezmaxes of $30,200 and $22,600, respectively.
Fleet development
The Company took delivery of the vessel Front Beijing in July 2006, the first of
two VLCC newbuildings being built at Nantong Cosco Khi Ship Engineering in China
at a cost of approximately $80 million. Front Beijing was later sold for $141.5
million and delivered in the end of November 2006. This transaction gave a
profit of $58.9 million in the fourth quarter.
In September 2006, the single hull VLCC Front Tobago was sold for $45 million
and delivered in December 2006. This transaction gave a profit of $14.3 million.
In September 2006, the Company took delivery of Front Shanghai, the second of
two VLCC newbuildings being built at Nantong Cosco Khi Ship Engineering in China
at a cost of approximately $81 million which is substantially lower than
existing market value.
In September 2006, Frontline exercised an option for a further two VLCC
newbuilding contracts at Jiangnan Shipyard in China for delivery in 2009 and
2010 and simultaneously sold these contracts to a third party with a profit
element of approximately $6.2 million. The gain on sale will be released into
the income statement based on milestones in the new building contract, starting
in the fourth quarter of 2006.
Frontline's total firm newbuilding program now consists of four VLCCs and four
Suezmaxes.
In January 2007, the Company sold, through its affiliated company Ship Finance,
its single hull Suezmax tanker Front Transporter for a gross sales price of $38
million. Delivery to buyers is expected to take place in March 2007, which is
two months earlier than previously reported to the market. Upon delivery of the
vessel to the buyers, the long term charter party between Frontline and Ship
Finance will be terminated, and the latter will make a compensation payment to
Frontline in the amount of about $15 million for the early termination of the
charter party.
In January 2007, Frontline established a separate entity to develop the
Company's heavy lift activity named Sealift Ltd. ("Sealift") and the company
completed a private placement of $180 million in equity. Frontline has invested
$60 million in the company and is a 33 percent shareholder. Sealift has acquired
from Frontline four vessels where Frontline has the total responsibility for the
conversion from Suezmax vessels to heavy lift vessels and two further Suezmax
sister vessels including option contracts with a yard to convert these to heavy
lift vessels. Estimated delivery for all the four units will be in the period
April 2007 through May 2008. Three of the vessels are chartered back to
Frontline on bareboat rate of $15,000 per day per vessel from the end of
February 2007 until the conversion takes place. Sealift's total investment
before conversion of vessel five and six is approximately $476 million, adjusted
for working capital.
The net cash effect for Frontline of the transaction is estimated to be
significant and will be realized over the next six quarters, starting in the
first quarter of 2007.
Further, in February 2007, the Company established a separate entity to develop
floating production (FPSO) and storage (FSO) projects, named Sea Production Ltd.
("Sea Production") and Sea Production has completed a private placement of $180
million in equity. Frontline has invested $51 million in the company and is a 28
percent shareholder. Sea Production has acquired Frontline's floating production
activities including the FPSO "Front Puffin" currently under conversion at
Keppel Shipyard in Singapore and its floating production management
organization, including the management company and the FPSO project portfolio.
Sea Production has paid $210 million gross for these assets, based on a
delivered cost assumption of Front Puffin of $150 million.
The net cash effect for Frontline of the transaction is estimated to be material
and will be realized in the first quarter of 2007.
Other Matters
On February 27, 2007, the Board declared a dividend of $2.05 per share. The
record date for the dividend is March 8, 2007, ex dividend date is March 6, 2007
and the dividend will be paid on or about March 22, 2007.
The Board has also decided to distribute approximately 11 percent of the
outstanding shares in Ship Finance to Frontline's shareholders. The distribution
is driven by the wish to increase the liquidity and the general interest in the
Ship Finance share. Every Frontline shareholder will receive three shares in
Ship Finance for every 28 shares held in Frontline, representing $2.79 per
Frontline share based on share price February 23, 2007 in Ship Finance. The
record date for this distribution is March 8, 2007, ex dividend date is March 6,
2007 and the distribution will be made on or about March 22, 2007.
At December 31, 2006, 74,825,169 ordinary shares were outstanding and the
weighted average number of shares outstanding for the quarter and twelve months
then ended was also 74,825,169.
The Company is currently analyzing the basis of consolidation of its 100% owned
subsidiaries in the ITC group. Any change in the consolidation principle is not
expected to impact the Company's net income, cash flow or dividend capacity, but
rather the presentation in the Company's financial statements.
The Market
The fourth quarter was seasonally weak. The average rate for VLCCs from MEG to
Japan in the fourth quarter was about WS 69.5 (USD 35,750/day) compared to about
WS 156 ($ 95,500/day) in the fourth quarter of 2005.
The average rate for Suezmaxes from WAF to USAC in the fourth quarter of 2006
was about WS 140 ($ 43,500/day), compared to about WS 225 ($ 74,500 /day) in the
fourth quarter of 2005.
Bunker prices were fairly stable in the quarter averaging about $ 273/mt at
Fujairah compared with $289/mt in the corresponding quarter in 2005.
The International Energy Agency (IEA) reported in February an average OPEC Oil
production, including Iraq, of 29.16 million barrels per day during the fourth
quarter of the year, a 0.81 million barrels per day or 2.7 percent decrease from
the third quarter. OPEC decided at its extraordinary meeting on 14th of December
2006 to "reduce OPEC production by a further 500,000 b/d, with effect from 1
February 2007, in order to balance supply and demand". This adds on to their
previous announced cut of 1.2mb/d effective 1st of November 2006. On 1 January
2007, Angola became the twelfth member of OPEC.
IEA estimates that world oil demand averaged 85.5 million barrels per day in the
fourth quarter, a 1.7 percent increase from the third quarter of 2006. IEA
further predicts that the average demand for 2007 in total will be 86.0 million
barrels per day, or a 1.8 percent growth from 2006.
According to Fearnleys, the VLCC fleet totalled 479 vessels at the end of the
fourth quarter with five deliveries and no vessels scrapped during the last
three months of the year. The total orderbook amounted to 161 vessels at the end
of the fourth quarter, up from 155 vessels after the third quarter of 2006.
There are 30 deliveries expected in 2007 and 39 in 2008. Current orderbook
represent 33.6 percent of the VLCC fleet with a total of 11 VLCCs ordered during
the quarter.
The Suezmax fleet totalled 346 vessels at the end of the quarter, a 1.1 percent
increase from 342 vessels after the third quarter of 2006. No Suezmaxes were
scrapped during the quarter whilst four were delivered. The total orderbook at
the end of the quarter was at 123, an increase of 20 from the end of the third
quarter. There are 25 deliveries expected in 2007 and 22 in 2008. Current
orderbook represent 35.5 percent of the current Suezmax fleet.
Strategy
Frontline's core strategy will continue to be a leading pure crude oil
transportation company.
The Company has reduced its single hull tanker exposure through chartering out
most of its single hull VLCCs on time charters for the remainder of the fixed
committed period, through the sale of six single hull Suezmax tankers to Sealift
and through the sale of the single hull Suezmax tanker Front Transporter.
Frontline currently has four VLCC and four Suezmax newbuildings on order, all
favourably priced compared to current newbuilding prices. Frontline also has
four Suezmax fixed priced options. The ordering of the tonnage has been done as
a combination of a wish to renew the fleet and an opportunistic investment
approach with great flexibility. Our orderbook confirms Frontline's position as
a leading operator of quality Suezmax and VLCC tonnage.
Frontline will as a major shareholder in Sealift and in Sea Production use its
influence to seek further consolidation in the heavy lift market and in the FPSO
and FSO market, respectively. Frontline's mission in Sealift and Sea Production
is to develop two high quality and profitable companies and then most likely
dividend the investment directly out to the Frontline shareholders.
Frontline is actively monitoring opportunities to seek a higher degree of
coverage. This includes physical as well as financial charter coverage. The
forward market indicates $44,000 per day for a three year VLCC charter.
Frontline's eight OBO carriers have good long term physical charter
opportunities based on the strength of the drybulk market. A three year charter
was recently concluded for Front Striver at a gross T/C rate of $45,000 per day.
The charter commences in March 2007.
Frontline will continue to look for attractive opportunities in the S&P market
as well as in the charter market.
Outlook
World economic conditions indicate a good momentum for economic growth with a
forecasted world GDP growth of 4.7 percent for 2007, which is slightly lower
than 2006 world GDP growth of 5.2 percent, along with an optimistic forecast of
4.7 percent for 2008. IEA projects oil consumption to rise by 1.8 percent in
2007.
The overall orderbook for tankers has now approached 35 percent, and gives some
reasons for concern. However, the fact that the orderbook is stretched over five
years and that 28 percent of the fleet is non double hull reduces this concern.
Following a strong third quarter of 2006, the fourth quarter of 2006, and so far
the first quarter of 2007 has been weaker than expected. Whilst last year we
experienced average TCE rates for modern VLCCs in the first quarter of 2006,
according to Clarkson, of $72,059 per day, the same index show an average of
$53,429 per day so far this quarter.
The increased inefficiency of the single hull tonnage caused by reduced
acceptance by major charterers to employ such tonnage is likely to create a
tighter market than anticipated until the large volumes of new building
deliveries starts in 2009/2010.
Frontline has a large fleet, a low cost base, low cash breakeven rates and is
thus in a good financial position. The development in value of Frontline's
shareholding in Sealift and Sea Production, the reduction of the Company's
single hull fleet and the increased charter coverage, where Frontlines charter
coverage in the second quarter of 2007 is estimated to 34 percent of the total
fleet, reduces the risk in the company and creates a good platform for continued
high return to shareholders.
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, drydocking 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 27, 2007
The Board of Directors
Frontline Ltd.
Hamilton, Bermuda
Questions should be directed to:
Bj0rn Sjaastad: Chief Executive Officer, Frontline Management AS
+47 23 11 40 99
Inger M. Klemp: Chief Financial Officer, Frontline Management AS
+47 23 11 40 76
FRONTLINE GROUP FOURTH QUARTER REPORT (UNAUDITED)
2005 2006 INCOME STATEMENT 2006 2005
Oct-Dec Oct-Dec (in thousands of $) Jan-Dec Jan-Dec
(audited)
430,368 350,625 Total operating revenues
1,582,023 1,513,833
(1,896) 73,799 Gain (loss) from sale of assets 95,655 76,081
96,646 87,168 Voyage expenses and commission 396,576 337,221
33,218 47,551 Ship operating expenses 199,377 148,702
5,324 6,268 Charterhire expenses 24,923 11,711
6,212 12,468 Administrative expenses 32,423 21,181
50,197 50,535 Depreciation 203,849 198,359
191,597 203,990 Total operating expenses 857,148 717,174
236,875 220,434 Operating income 820,530 872,740
11,197 13,829 Interest income 47,878 41,040
(53,812) (52,560) Interest expense (208,716) (215,994)
(154) 3,348 Share of results from associated companies 5,336 3,691
6,779 151 Other financial items 8,760 47,189
4,497 294 Foreign currency exchange gain (loss) 1,056 18,830
205,382 185,496 Income before taxes and minority interest 674,844 767,496
(69,833) (50,855) Minority interest (158,682) (169,459)
(64) (41) Taxes (162) 17
(1,706) - Discontinued operations - 8,785
133,779 134,600 Net income 516,000 606,839
Basic Earnings Per Share ($)
$1.81 $1.80 EPS from continuing operations before $6.90 $7.99
cumulative effect of change in accounting
principle
$1.79 $1.80 EPS $6.90 $8.11
Income on timecharter basis ($ per day per ship)*
65,800 48,000 VLCC 57,800 57,400
44,100 31,200 Suezmax 37,800 40,300
32,900 34,200 Suezmax OBO 31,700 34,900
* Basis = Calendar days minus off-hire. Figures after
deduction of broker commission
2006 2005
BALANCE SHEET ec 31 Dec 31
(in thousands of $)
(audited)
-------------------------------------------------------------------------------
ASSETS
Short term
Cash and cash equivalents 204,081 100,533
Restricted cash 623,061 636,790
Other current assets 222,520 398,148
Long term
Newbuildings and vessel purchase options 166,851 15,927
Vessels and equipment, net 2,446,278 2,584,847
Vessels under capital lease, net 626,374 672,608
Investment in finance lease 73,724 96,057
Investment in associated companies 65,313 10,169
Deferred charges and other long-term assets 47,700 52,760
Total assets 4,475,902 4,567,839
LIABILITIES AND STOCKHOLDERS' EQUITY
Short term
Short term debt and current portion of long term debt 258,292 240,191
Current portion of obligations under capital lease 28,857 25,142
Other current liabilities 134,230 187,645
Long term
Long term debt 2,135,600 2,199,538
Obligations under capital lease 677,858 706,279
Other long term liabilities 31,382 23,128
Minority interest 541,122 470,750
Stockholders' equity 668,561 715,166
Total liabilities and stockholders' equity 4,475,902 4,567,839
--------------------------------------------------------------------------------
2005 2006 2006 2005
Oct-Dec Oct-Dec STATEMENT OF CASHFLOWS Jan-Dec Jan-Dec
(in thousands of $) (audited)
----------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
133,779 134,601 Net income (loss) 516,000 606,839
Adjustments to reconcile net income to
net cash provided by operating activities:
50,996 51,448 Depreciation and amortisation 207,341 215,836
3,039 454 Unrealised foreign currency exchange 75 (2,222)
(gain) loss
1,876 (73,799) Gain or loss on sale of assets (105,439) (109,657)
153 (3,348) Results from associated companies (5,336) (3,692)
(4,187) (1,527) Adjustment of financial derivatives to 9,348 (12,335)
market value
69,153 49,566 Other, net 153,121 166,173
(73,490) 42,441 Change in operating assets and liabilities 53,280 118,832
181,319 199,836 Net cash provided by operating activities 828,390 979,774
INVESTING ACTIVITIES
(33,833) (18,615) Maturity (placement) of restricted cash 13,730 (44,183)
(27,209) 14 Acquisition of minority interest (7,198) (33,083)
(32,586) (84,599) Additions to newbuildings, vessels and (342,597) (558,163)
equipment
67 1,278 Advances to associated companies, net (49,783) (2,612)
- - Dividends from associated companies - 20,911
6,069 4,814 Receipt from investment in finance lease 11,136 20,540
and loans receivable
(69,212) - Purchase of other assets (71,067) (168,038)
- - Proceeds from sale of other assets 154,409 152,752
- 182,930 Proceeds from sale of assets 284,959 250,339
- - Loan advances to related parties - 16,800
(156,704) 85,822 Net cash provided by (used in) investing (6,411) (344,737)
activities
FINANCING ACTIVITIES
68,499 179,608 Proceeds from long-term debt, net of fees 373,541 1,653,098
paid
(35,116) (151,921) Repayments of long-term debt (420,586) (1,361,500)
(5,772) (6,536) Repayment of capital leases (24,706) (22,230)
(142,988) (221,347) Dividends paid (654,480) (909,574)
- 7,800 Issue of shares to minority interest 7,800 -
(115,377) (192,396) Net cash used in financing activities (718,431) (640,206)
(90,762) 93,262 Net increase (decrease) in cash and cash 103,548 (5,169)
equivalents
191,295 110,819 Cash and cash equivalents at start of 100,533 105,702
period
100,533 204,081 Cash and cash equivalents at end of period 204,081 100,533
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.
---------------------------------
(Registrant)
Date March 21, 2007 By /s/ Inger M. Klemp
-------------------------------
Inger M Klemp
Principal Financial Officer
SK 02089 0001 757790