UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13A-16 OR 15D-16 UNDER THE SECURITIES
EXCHANGE ACT OF 1934

For the month of September 2017

Commission File Number:   001-16601

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 offices)

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): ________.

Note : Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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): ________.

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.


INFORMATION CONTAINED IN THIS FORM 6-K REPORT
 

Attached hereto as Exhibit 1 is a copy of the press release issued by Frontline Ltd. (the "Company") on August 30, 2017, reporting results for the second quarter and six months ended June 30, 2017.
 



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.
(registrant)
 
 
 
Dated: September 14, 2017
 
By:
 /s/ Inger M. Klemp
 
 
 
Name: Inger M. Klemp
 
 
 
Title: Principal Financial Officer
 
 
 
 
 
 





 
EXHIBIT 1
 
 
FRONTLINE LTD. REPORTS RESULTS FOR THE SECOND QUARTER AND SIX MONTHS ENDED JUNE 30, 2017

Frontline Ltd. (the "Company" or "Frontline"), today reported unaudited results for the three and six months ended June 30, 2017:

Highlights

Reports a net loss attributable to the Company of $19.4 million, or $0.11 per share, for the second quarter of 2017, primarily due to $7.8 million in dry docking expenses and a $12.2 million loss on the termination of two charters.
Reports a net loss attributable to the Company adjusted for certain non-cash items of $14.2 million, or $0.08 per share, for the second quarter of 2017.
Reports net income attributable to the Company of $7.6 million, or $0.04 per share, and net income attributable to the Company adjusted for certain non-cash items of $13.6 million, or $0.08 per share, for the six months ended June 30, 2017.
Signed two senior secured term loan facilities of up to $110.5 million provided by ING Bank and $110.5 million provided by Credit Suisse, to partially finance four recent resales and newbuilding contracts.
Terminated three long term charters: for the 1998-built Suezmax tanker Front Brabant and the 2000-built VLCC Front Scilla in the second quarter and the 1997-built Suezmax Front Ardenne in the third quarter ahead of the vessels' scheduled drydockings.
Took delivery of three Suezmax and two LR2/Aframax newbuildings.

Robert Hvide Macleod, Chief Executive Officer of Frontline Management AS commented:

"The market has been decidedly weak since the start of the second quarter of 2017, which is primarily the result of the increase in the size of the global crude oil tanker fleet.  While the weak market naturally affects our earnings in the short term, the company's strategy is not altered.  We continue to take proactive steps to increase the earnings potential of our fleet through the ongoing renewal of our fleet and by pursuing an opportunistic approach in the resale and newbuilding markets. Over the last several quarters, we have divested older, less economical VLCCs and Suezmax tankers and have remained focused on acquiring high-quality, modern VLCCs at attractive prices, lowering the average age for our fleet from 8.1 years to 5.7 years.

The upcoming quarters may present challenges as vessel supply continues to increase, but we are confident in our ability to continue to execute our strategy with the goal of returning value to shareholders. Given how both the ship values and spot market conditions have developed over the summer, we believe we are better positioned having not done any substantial acquisitions in the first half of the year. We expect attractive opportunities to emerge as a result of the weak market and will remain opportunistic going forward."

Inger M. Klemp, Chief Financial Officer of Frontline Management AS, added:

"The financing of our current newbuilding program is complete, following the signing of our senior secured loan facilities with ING and Credit Suisse.  The terms of the financing support Frontline's low cash break-even levels.  We are pleased that we continue to be able to access financing on attractive terms, and we believe this is directly related to the financial strength of our platform as well as our strong relationships within the lending community."

 
 

 
 

 
The average daily time charter equivalents ("TCE") earned by Frontline in the quarter ended June 30, 2017, the prior quarter and 2016 are shown below, along with guidance for the third quarter in 2017 and the estimated average daily break-even ("BE") rates for the remainder of 2017:
 

($ per day)
 
Spot and time charter
   
 
Spot and time charter estimates
   
% covered
   
Estimated average BE rates
 
 
   
Q2 2017
     
Q1 2017
     
2016
     
Q3 2017
           
2017
 
VLCC
   
23 800
     
34 400
     
43 200
     
16 800
     
62
%
   
21 600
 
SMAX
   
16 400
     
23 400
     
26 400
     
18 500
     
63
%
   
17 500
 
LR2
   
18 100
     
22 400
     
23 800
     
18 600
     
77
%
   
15 700
 

 

 
The estimated average daily break-even rates for the remainder of 2017 are the daily TCE rates the vessels must earn in order to cover operating expenses including dry dock, finance costs and general and administrative expenses.

 
The Fleet

As of June 30, 2017, the Company's fleet consisted of 57 vessels, with an aggregate capacity of approximately 10 million DWT. The Company's fleet consisted of:
 
(i)
38 vessels owned by the Company (eight VLCCs, 15 Suezmax tankers, 15 LR2 tankers);
(ii)
10 vessels that are under capital leases (9 VLCCs and one Suezmax tanker);
(iii)
one VLCC that is recorded as an investment in finance lease;
(iv)
two VLCCs where the cost/revenue is split 50/50 with a unrelated third party;
(v)
one MR product tanker that is chartered-in on a short term time charter with a remaining duration of less than six months; and
(vi)
five vessels that are under the Company's commercial management (two Suezmax tankers and three Aframax oil tankers)
 
Furthermore, the Company has 10 newbuildings under construction: six VLCCs, one Suezmax tanker and three LR2 tankers with an aggregate carrying capacity of 2.3 million DWT.

As of June 30, 2017, the Company had entered into the following time charter-out contracts for seven vessels:

(i)
one Suezmax built in 2010 at a rate of $33,500 per day, expiry Q4 2017;
(ii)
five LR2 tankers at an average rate of $27,600, expiry Q1 2018; and
(iii)
one Suezmax tanker built in 2010 with a base rate of $30,000 per day for the first year and $27,000 per day for the second year with a profit share arrangement, expiry Q1 2018. The agreement is index-linked.

In May 2017, the Company agreed with Ship Finance International Ltd. ("Ship Finance") to terminate the long term charters for the 2000-built VLCC Front Scilla and the 1998-built Suezmax tanker Front Brabant upon the sale and delivery of the vessels by Ship Finance to unrelated third parties. The charters with Ship Finance terminated in the second quarter. The Company recorded a loss on termination of $12.2 million in the second quarter.

In July 2017, the Company agreed with Ship Finance to terminate the long term charter for the 1997-built Suezmax tanker Front Ardenne upon the sale and delivery of the vessel by Ship Finance to an unrelated third party. The charter with Ship Finance terminated in August. The Company expects to record a loss on termination of $5.8 million in the third quarter.

Newbuilding Program

As of June 30, 2017, the Company's newbuilding program was comprised of six VLCCs, one Suezmax tanker and three LR2 tankers. As of June 30, 2017, total instalments of $159.0 million had been paid or accrued and the remaining commitments amounted to $557.4 million, of which $417.7 million is due in 2017, $86.3 million is due in 2018 and $53.4 million is due in 2019.


 

 
In April 2017, the Company ordered two VLCC newbuildings to be built at Hyundai Samho Heavy Industries. The vessels are due for delivery in December 2018 and April 2019. The Company's options for two additional sister vessels have lapsed.

In April 2017, the Company took delivery of the Suezmax newbuilding Front Crystal and the LR2 newbuilding Front Sirius. In May 2017, the Company took delivery of the Suezmax newbuilding Front Coral. In June 2017, the Company took delivery of the Suezmax newbuilding Front Cosmos and the LR2 newbuilding Front Castor.

 
Financing Update

In June 2017, the Company signed a senior secured term loan facility in an amount of up to $110.5 million with Credit Suisse. The facility matures in 2023, carries an interest rate of LIBOR plus a margin of 190 basis points and has an amortization profile of 18 years. The facility will be used to partially finance two of our recent VLCC resales and newbuilding contracts.

In June 2017, the Company signed a senior secured term loan facility in an amount of up to $110.5 million with ING Bank. The facility matures in 2023, carries an interest rate of LIBOR plus a margin of 190 basis points and has an amortization profile of 18 years. The facility will be used to partially finance two of our recent VLCC resales and newbuilding contracts.

Frontline has committed bank financing in place to partially finance all of the Company's 10 resales and newbuilding contracts.

Corporate Update

In the second quarter, the Company sold 3.2 million shares in DHT Holdings, Inc. ("DHT") for proceeds of $13.8 million and a gain of $0.5 million and received dividends of $0.5 million.  This follows the sale of 1.7 million shares in DHT for proceeds of $7.9 million and a gain of $0.8 million and receipt of dividends of $0.9 million in the first quarter of 2017.

Pursuant to the Company's stated dividend policy, and due to the net loss attributable to the Company in the second quarter, the Board has decided to pay no dividend for the second quarter.

We had 169,809,324 ordinary shares outstanding as of June 30, 2017, and the weighted average number of shares outstanding for the quarter was 169,809,324.

Second Quarter 2017 Results

The Company reports a net loss attributable to the Company of $19.4 million, or $0.11 per share, for the second quarter of 2017 compared with net income attributable to the Company of $27.0 million, or $0.16 per share in the first quarter. The loss was primarily due to $7.8 million in dry docking expenses during the quarter and a $12.2 million loss on termination of two long-term charters. The net loss attributable to the Company adjusted for certain non-cash items was $14.2 million, or $0.08 per share, for the second quarter of 2017 compared to net income of $27.9 million or $0.16 per share in the first quarter. These non-cash items consisted of a loss on the termination of the long term charters of Front Scilla and Front Brabant, net of termination payment due, of $2.1 million, and a loss on derivatives of $3.1 million. Net income attributable to the Company in the first quarter of 2017 included a gain on termination of the long term charter of Front Century with Ship Finance of $20.6 million, a vessel impairment loss of $21.2 million on four vessels leased from Ship Finance, and a loss on derivatives of $0.2 million.

 
 

 
Total ship operating expenses of $37.6 million in the second quarter were $6.9 million higher than in the previous quarter due to the dry docking of four vessels (one vessel was dry docked in the first quarter) and the delivery of five new vessels in the second quarter.

Contingent rental income in the second quarter relates to the charter party contracts with Ship Finance and is due to the fact that the actual profit share in the second quarter was $8.7 million less than the amount accrued in the lease obligations payable when the leases were recorded at fair value at the time of the merger with Frontline 2012.

The Company generated net income attributable to the Company of $7.6 million, or $0.04 per share, for the six month ended June 30, 2017 compared with net income attributable to the Company of $93.2 million, or $0.60 per share for the six months ended June 30, 2016. The net income attributable to the Company adjusted for certain non-cash items was $13.6 million, or $0.08 per share, for the six months ended June 30, 2017 compared with net income attributable to the Company of $137.9 million, or $0.88 per share in the six months ended June 30, 2016. These non-cash items consisted of a vessel impairment loss of $21.2 million on four vessels leased from Ship Finance, a loss on derivatives of $3.3 million, a loss on the termination of the long term charters of Front Scilla and Front Brabant, net of termination payment due, of $2.1 million, offset by a gain on the termination of the long term charter of Front Century of $20.6 million. Net income attributable to the Company in the six months ended June 30, 2016 included a vessel impairment loss of $25.5 million related to the sale of six MR tankers and the termination of the long term charter for Front Vanguard, an impairment loss on shares of $6.9 million, and a loss on derivatives of $12.3 million.

As of August 2017, the Company estimates that the average daily cash breakeven rates for the remainder of 2017 will be approximately $21,600, $17,500 and $15,700 for its owned and leased VLCCs, Suezmax tankers and LR2 tankers, respectively.  The Company believes these rates are highly competitive.

A reconciliation of net income attributable to the Company to net income attributable to the Company adjusted for certain non-cash items for the quarter and six months ended June 30, 2017 is as follows:
 
(in millions of $)
   
Q2 2017
     
Q1 2017
   
Six months ended June 30, 2017
   
Six months ended June 30, 2016
 
Net (loss)  income attributable to the Company
   
(19.4
)
   
27.0
     
7.6
     
93.2
 
Add back:
                               
Loss on termination of vessel lease, net of cash paid
   
2.1
     
     
2.1
     
 
Vessel impairment loss
   
     
21.2
     
21.2
     
25.5
 
Impairment loss on shares
   
     
     
     
6.9
 
                                 
Loss on derivatives
   
3.1
     
0.2
     
3.3
     
12.3
 
                                 
Less:
                               
                                 
Gain on termination of lease
   
     
(20.6
)
   
(20.6
)
   
 
Net (loss)  income attributable to the Company adjusted for certain non-cash items
   
(14.2
)
   
27.9
     
13.6
     
137.9
 
( in thousands)
                               
Weighted average number of ordinary shares
   
169,809
     
169,809
     
169,809
     
156,387
 
                                 
( in $)
                               
Basic earnings per share adjusted for certain non-cash charges
   
(0.08
)
   
0.16
     
0.08
     
0.88
 


 
 


The calculation of net income attributable to the Company adjusted for certain non-cash items per share in each period has been calculated using the same number of shares as used in the GAAP earnings per share calculations.

This press release describes net income attributable to the Company adjusted for certain non-cash items and related per share amounts, which are not measures prepared in accordance with US GAAP ("non-GAAP"). We believe the non-GAAP financial measures presented in this press release provides investors with a means of evaluating and understanding how the Company's management evaluates the Company's operating performance. These non-GAAP financial measures should not be considered in isolation from, as substitutes for, nor superior to financial measures prepared in accordance with GAAP.

 
Strategy and Market Outlook

The growth in crude tanker tonne-mile demand suggests that the current tanker market is not suffering from weak demand growth, but rather from excess supply growth which has occurred over the last 18 months.  Despite current market weakness which is forecast to continue in the near-term, the Company continues to believe that the market will begin to improve in 2018 as the pace of deliveries of newbuilding vessels slows and vessels are retired from the global fleet. There are nearly 110 VLCCs built in 2000 or earlier that continue to operate.  This is roughly equal to the current VLCC order book.  At some point in time these older vessels will permanently exit the fleet. We believe that increased scrapping is inevitable in the near term, driven by the weak spot market and the increased scrap value of tankers, which is up by approximately 50 percent year on year.

Frontline has been continuously renewing and growing its operating fleet, most recently with the delivery of five newbuilding vessels in the second quarter and the termination of leases for three older vessels. Since the start of 2016, Frontline has grown its fleet on water by approximately 2.1 million DWT and in the process lowered the average age for our fleet from 8.1 years to 5.7 years. This has also had the effect of reducing our average daily vessel operating expenses and cash breakeven rates, which we expect will continue to decrease with further deliveries of newbuildings and resales, and also increasing the earnings potential of our fleet.

The Company is thus uniquely positioned to generate substantial returns to its shareholders in a strong tanker market and healthy returns in a more muted market. The Company has a long track record of doing so, and it seeks to carry on that tradition as it increases its leadership role in the market.

Conference Call and Webcast

On August 30, 2017 at 9:00 A.M. ET (3:00 P.M. CET), the Company's management will host a conference call to discuss the results.

Participants should dial into the call 10 minutes before the scheduled time using the following numbers:

Norway
 +47 2350 0486
 
Norway toll free
800 56053
 
UK
 +44(0)20 3427 1908
 
UK Toll Free
 0800 279 5004
 
USA
+1212 444 0896
 
USA Toll Free
1877 280 2342
 
Conference ID
1147594
 

Presentation materials and a webcast of the conference call may be accessed on the Company's website, www.frontline.bm, under the 'Webcast' link.

 

 

A replay of the conference call will be available for seven days following the live call. The following numbers may be used to access the telephonic replay:

UK
+44 (0) 207 984 7568
 
UK Toll Free 
0 808 101 1153
 
Norway Dial-In
+47 23 50 00 77
 
Norway toll free
800 196 72
 
USA Toll Free
888-203-1112
 
USA
+1 719-457-0820
 
Replay Access Number
1147594
 

Participant information required: Full name & company

Forward-Looking Statements

Matters discussed in this press release may constitute forward-looking statements. Forward-looking statements 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. Words, such as, but not limited to "believe," "anticipate," "intends," "estimate," "forecast," "project," "plan," "potential," "may," "should," "expect," "pending" and similar expressions identify forward-looking statements. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Frontline believes 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 the control of Frontline, Frontline cannot assure you that they will achieve or accomplish these expectations, beliefs or projections. The information set forth herein speaks only as of the date hereof, and Frontline disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication.


 
The Board of Directors
Frontline Ltd.
Hamilton, Bermuda
August 29, 2017

Questions should be directed to:

Robert Hvide Macleod: Chief Executive Officer, Frontline Management AS
+47 23 11 40 84

Inger M. Klemp: Chief Financial Officer, Frontline Management AS
+47 23 11 40 76


 

 
FRONTLINE LTD.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
2016
Apr-Jun
   
2017
Apr-Jun
 
 
CONDENSED CONSOLIDATED INCOME STATEMENT
(in thousands of $)
 
2017
Jan-Jun
   
2016
Jan-Jun
   
2016
Jan-Dec
 
 
191,756
     
150,148
 
Total operating revenues
   
327,275
     
418,859
     
754,306
 
             
 
                       
 
     
(12,238
)
Other operating (loss) gain
   
8,327
     
     
(2,683
)
 
31,989
     
60,155
 
Voyage expenses and commission
   
115,339
     
67,514
     
161,641
 
 
732
     
(8,687
)
Contingent rental (income) expense
   
(12,456
)
   
(2,654
)
   
(18,621
)
 
32,487
     
37,552
 
Ship operating expenses
   
68,176
     
61,945
     
119,515
 
 
20,500
     
4,838
 
Charter hire expenses
   
14,611
     
34,552
     
67,846
 
 
25,480
     
 
Impairment loss on vessels and vessels under capital lease
   
21,247
     
25,480
     
61,692
 
 
     
 
Provision for uncollectible receivable
   
     
     
4,000
 
 
8,114
     
10,599
 
Administrative expenses
   
19,167
     
18,887
     
37,026
 
 
35,414
     
34,859
 
Depreciation
   
70,139
     
73,321
     
141,043
 
 
154,716
     
139,316
 
Total operating expenses
   
296,223
     
279,045
     
574,142
 
 
37,040
     
(1,406
)
Net operating (loss) income
   
39,379
     
139,814
     
177,481
 
 
96
     
142
 
Interest income
   
268
     
183
     
367
 
 
(13,829
)
   
(15,976
)
Interest expense
   
(31,000
)
   
(27,773
)
   
(56,687
)
 
(4,563
)
   
 
Impairment loss on shares
   
     
(6,914
)
   
(7,233
)
 
     
475
 
Gain on sale of shares
   
1,246
     
     
 
 
(155
)
   
193
 
Foreign currency exchange gain (loss)
   
270
     
183
     
9
 
 
(4,210
)
   
(3,107
)
(Loss) gain on derivatives
   
(3,285
)
   
(12,260
)
   
3,718
 
 
137
     
511
 
Other non-operating items
   
1,065
     
311
     
204
 
 
14,516
     
(19,168
)
Net (loss) income before income taxes and non-controlling interest
   
7,943
     
93,544
     
117,859
 
 
(54
)
   
(63
)
Income tax expense
   
(93
)
   
(104
)
   
(345
)
 
14,462
     
(19,231
)
Net income (loss)
   
7,850
     
93,440
     
117,514
 
 
(150
)
   
(148
)
Net (income) loss attributable to non-controlling interest
   
(209
)
   
(222
)
   
(504
)
 
14,312
     
(19,379
)
Net income (loss) attributable to the Company
   
7,641
     
93,218
     
117,010
 
 
0.09
     
(0.11
)
Basic earnings (loss) per share attributable to the Company ($)
   
0.04
     
0.60
     
0.75
 
 
2016
Apr-June
   
2017
Apr-June
 
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(in thousands of $)
 
2017
Jan-Jun
   
2016
Jan-Jun
   
2016
Jan-Dec
 
             
 
                       
 
14,462
     
(19,231
)
Net (loss) income
   
7,850
     
93,440
     
117,514
 
 
2,767
     
(4,292
)
Unrealized (loss) gain from marketable securities
   
1,718
     
(280
)
   
(5,425
)
 
     
 
Unrealized loss from marketable securities reclassified to statement of operations
   
     
     
7,233
 
 
(238
)
   
39
 
Foreign exchange loss
   
98
     
(369
)
   
(686
)
 
2,529
     
(4,253
)
Other comprehensive income (loss)
   
1,816
     
(649
)
   
1,122
 
 
16,991
     
(23,484
)
Comprehensive (loss) income
   
9,666
     
92,791
     
118,636
 
             
 
                       
 
150
     
148
 
Comprehensive income attributable to non-controlling interest
   
209
     
222
     
504
 
 
16,851
     
(23,632
)
Comprehensive (loss) income attributable to the Company
   
9,457
     
92,569
     
118,132
 
 
17,001
     
(23,484
)
Comprehensive (loss) income
   
9,666
     
92,791
     
118,636
 


 

 

FRONTLINE LTD.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands of $)
 
June 30
2017
   
June 30
2016
   
Dec 31
2016
 
ASSETS
                 
Current assets
                 
Cash and cash equivalents
   
128,411
     
129,617
     
202,402
 
Restricted cash
   
1,026
     
5,505
     
677
 
Marketable securities
   
35,753
     
6,659
     
8,428
 
Other current assets
   
163,393
     
159,465
     
172,119
 
Total current assets
   
328,583
     
301,246
     
383,626
 
 
                       
Non-current assets
                       
Newbuildings
   
162,221
     
326,200
     
308,324
 
Vessels and equipment, net
   
2,042,112
     
1,249,027
     
1,477,395
 
Vessels under capital lease, net
   
435,346
     
639,655
     
536,433
 
Investment in finance lease
   
25,910
     
35,887
     
30,908
 
Goodwill
   
225,273
     
225,273
     
225,273
 
Vessels held for sale
   
     
170,775
     
 
Other long-term assets
   
1,627
     
     
4,358
 
Total non-current assets
   
2,892,489
     
2,646,817
     
2,582,691
 
Total assets
   
3,221,072
     
2,948,063
     
2,966,317
 
 
                       
LIABILITIES AND EQUITY
                       
Current liabilities
                       
Short term debt
   
89,770
     
65,966
     
67,365
 
Current portion of obligations under capital lease
   
44,406
     
90,336
     
56,505
 
Other current liabilities
   
63,270
     
76,529
     
58,879
 
Total current liabilities
   
197,446
     
232,831
     
182,749
 
 
                       
Non-current liabilities
                       
Long term debt
   
1,275,034
     
896,406
     
914,592
 
Obligations under capital lease
   
285,926
     
394,492
     
366,095
 
Other long-term liabilities
   
3,213
     
2,961
     
3,112
 
Total non-current liabilities
   
1,564,173
     
1,293,859
     
1,283,799
 
 
                       
Commitments and contingencies
                       
Equity
                       
Frontline Ltd. equity
   
1,459,462
     
1,421,487
     
1,499,601
 
Non-controlling interest
   
(9
)
   
(114
)
   
168
 
Total equity
   
1,459,453
     
1,421,373
     
1,499,769
 
Total liabilities and equity
   
3,221,072
     
2,948,063
     
2,966,317
 


 
 


FRONTLINE LTD.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

2016
Apr-Jun
   
2017
Apr-Jun
 
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands of $)
 
2017
Jan-Jun
   
2016
Jan-Jun
   
2016
Jan-Dec
 
         
OPERATING ACTIVITIES
                 
 
14,462
     
(19,231
)
Net income (loss)
   
7,850
     
93,440
     
117,514
 
             
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
                       
 
35,818
     
35,336
 
 Depreciation and amortization of deferred charges
   
71,024
     
73,878
     
143,070
 
 
     
12,238
 
 Other operating loss (gain)
   
(8,327
)
   
     
2,683
 
 
(2,237
)
   
 
 Amortization of time charter contract value
   
     
(6,061
)
   
(6,799
)
 
732
     
(8,687
)
 Contingent rental (income) expense
   
(12,456
)
   
(2,654
)
   
(18,621
)
 
25,480
     
 
 Impairment loss on vessels and vessels under capital lease
   
21,247
     
25,480
     
61,692
 
 
     
 
 Provision for uncollectible receivables
   
     
     
4,000
 
 
4,563
     
 
 Impairment loss on shares
   
     
6,914
     
7,233
 
 
     
(475
)
 (Gain) on sale of shares
   
(1,246
)
   
     
 
 
2,737
     
2,870
 
 (Gain) loss on derivatives
   
2,731
     
9,222
     
(8,017
)
 
(990
)
   
751
 
 Other, net
   
1,521
     
(2,294
)
   
(1,232
)
 
1,781
     
6,850
 
Change in operating assets and liabilities
   
27,092
     
5,889
     
(15,508
)
 
82,346
     
29,652
 
Net cash provided by operating activities
   
109,436
     
203,814
     
286,015
 
             
 
                       
             
INVESTING ACTIVITIES
                       
 
     
 
Refund of newbuilding installments and interest
   
     
     
43,497
 
 
(176,599
)
   
(207,276
)
Additions to newbuildings, vessels and equipment
   
(454,031
)
   
(337,952
)
   
(622,460
)
 
(4,811
)
   
(419
)
Change in restricted cash
   
(348
)
   
(5,137
)
   
(309
)
 
2,299
     
2,410
 
Finance lease payments received
   
4,766
     
4,579
     
9,333
 
 
     
 
Proceeds from sale of vessels and equipment
   
     
     
173,187
 
 
     
 
Purchase of DHT shares
   
(46,100
)
   
     
 
 
     
14,635
 
Proceeds from the sale of DHT shares
   
21,739
     
     
 
 
(179,111
)
   
(190,650
)
Net cash (used in) provided by investing activities
   
(473,974
)
   
(338,510
)
   
(396,752
)
             
 
                       
             
FINANCING ACTIVITIES
                       
 
     
 
Net proceeds from issuance of shares
   
     
     
98,200
 
 
61,463
     
230,663
 
Proceeds from long-term debt
   
420,138
     
192,363
     
356,066
 
 
(15,219
)
   
(19,517
)
Repayment of long-term debt
   
(36,357
)
   
(29,612
)
   
(169,883
)
 
(28,680
)
   
(9,338
)
Repayment of capital leases
   
(25,798
)
   
(40,997
)
   
(61,677
)
 
     
(14,218
)
Lease termination payments
   
(14,218
)
   
     
 
 
     
(198
)
Debt fees paid
   
(1,818
)
   
(4,204
)
   
(9,523
)
 
(62,814
)
   
(25,517
)
Dividends paid
   
(51,400
)
   
(117,744
)
   
(164,551
)
 
     
 
Payment of fractional shares on reverse share split
   
     
(17
)
   
(17
)
 
(45,250
)
   
161,875
 
Net cash provided by (used in) financing activities
   
290,547
     
(211
)
   
48,615
 
             
 
                       
 
(142,015
)
   
877
 
Net change in cash and cash equivalents
   
(73,991
)
   
(134,907
)
   
(62,122
)
 
271,632
     
127,534
 
Cash and cash equivalents at start of period
   
202,402
     
264,524
     
264,524
 
 
129,617
     
128,411
 
Cash and cash equivalents at end of period
   
128,411
     
129,617
     
202,402
 



 

 

FRONTLINE LTD.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in thousands of $ except number of shares)
2017
Jan-June
2016
Jan-June
2016
Jan-Dec
 
     
NUMBER OF SHARES OUTSTANDING
     
Balance at beginning of period
169,809,324
 
781,937,649
 
781,937,649
 
Effect of reverse share split
 
(625,551,143
)
(625,551,143
)
Shares issued
 
 
13,422,818
 
Balance at end of period
169,809,324
 
156,386,506
 
169,809,324
 
 
     
SHARE CAPITAL
     
Balance at beginning of period
169,809
 
781,938
 
781,938
 
Effect of reverse share split
 
(625,551
)
(625,551
)
Shares issued
 
 
13,422
 
Balance at end of period
169,809
 
156,387
 
169,809
 
 
     
ADDITIONAL PAID IN CAPITAL
     
Balance at beginning of period
195,304
 
109,386
 
109,386
 
Stock compensation expense
1,418
 
 
1,418
 
Payment for fractional shares on reverse share split
 
(17
)
(17
)
Shares issued
 
 
84,517
 
Balance at end of period
196,722
 
109,369
 
195,304
 
 
     
CONTRIBUTED CAPITAL SURPLUS
     
Balance at beginning of period
1,099,680
 
474,129
 
474,129
 
Cash dividends
(9,304)
 
 
 
Effect of reverse share split
 
625,551
 
625,551
 
Balance at end of period
1,090,376
 
1,099,680
 
1,099,680
 
 
     
OTHER COMPREHENSIVE INCOME (LOSS)
     
Balance at beginning of period
739
 
(383
)
(383
)
Other comprehensive income (loss)
1,816
 
(649
)
1,122
 
Balance at end of period
2,555
 
(1,032
)
739
 
 
     
RETAINED EARNINGS
     
Balance at beginning of period
34,069
 
81,212
 
81,212
 
Net income (loss) attributable to the Company
7,641
 
93,218
 
117,010
 
Cash dividends
(41,710
)
(117,347
)
(164,153
)
Balance at end of period
 
57,083
 
34,069
 
 
     
EQUITY ATTRIBUTABLE TO THE COMPANY
1,459,462
 
1,421,487
 
1,499,601
 
 
     
NON-CONTROLLING INTEREST
     
Balance at beginning of period
168
 
61
 
61
 
Net income (loss) attributable to non-controlling interest
209
 
222
 
504
 
Dividend paid to non-controlling interest
(386
)
(397
)
(397
)
Balance at end of period
(9
)
(114
)
168
 
TOTAL EQUITY
1,459,453
 
1,421,373
 
1,499,769
 


 

 

FRONTLINE LTD.
SELECTED NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1. GENERAL

Frontline Ltd. (the "Company" or "Frontline") is a Bermuda based shipping company engaged primarily in the ownership and operation of oil and product tankers. The Company's ordinary shares are listed on the New York Stock Exchange and the Oslo Stock Exchange.

2. ACCOUNTING POLICIES

Basis of accounting
The condensed consolidated financial statements are stated in accordance with accounting principles generally accepted in the United States. The condensed consolidated financial statements do not include all of the disclosures required in the annual and interim consolidated financial statements, and should be read in conjunction with the Company's annual financial statements included in the Company's Annual Report on Form 20-F for the year ended December 31, 2016, which was filed with the Securities and Exchange Commission on March 16, 2017.

Significant accounting policies
The accounting policies adopted in the preparation of the condensed consolidated financial statements are consistent with those followed in the preparation of the Company's annual financial statements for the year ended December 31, 2016.

3. EARNINGS PER SHARE

The components of the numerator and the denominator in the calculation of basic earnings per share are as follows:

(in thousands of $)
 
2017
Jan-June
   
2016
Jan-June
   
2016
Jan-Dec
 
Net income attributable to the Company
   
7,641
     
93,218
     
117,010
 
 
                       
(in thousands)
                       
Weighted average number of ordinary shares
   
169,809
     
156,387
     
156,973
 

4. IMPAIRMENT LOSS ON VESSELS AND VESSELS UNDER CAPITAL LEASE

In the six months ended June 30, 2017 the Company recorded an impairment loss of $21.2 million in respect of four vessels leased in from Ship Finance.

5. OTHER OPERATING LOSS/ GAIN

In March 2017, the lease with Ship Finance for the 1998-built VLCC Front Century was terminated upon the sale and delivery of the vessel to a third party. The Company recorded a gain on this lease termination of $20.6 million in the first quarter of 2017.

 

 

In May 2017, the Company agreed with Ship Finance to terminate the long term charters for the 2000-built VLCC Front Scilla and the 1998-built Suezmax tanker Front Brabant upon the sale and delivery of the vessels by Ship Finance to unrelated third parties. The charters with Ship Finance terminated in the second quarter. Frontline made compensation payments to Ship Finance of $6.5 million and $3.6 million, respectively, for the termination of the charters and reduced obligations under capital leases by $41.7 million. The Company recorded a loss on termination, including these termination payments, of $12.2 million in the second quarter.

6. NEWBUILDINGS

In April 2017, the Company ordered two VLCC newbuildings to be built at Hyundai Samho Heavy Industries. The vessels are due for delivery in December 2018 and April 2019. The Company's options for two additional sister vessels have lapsed.

In April 2017, the Company took delivery of the Suezmax newbuilding Front Crystal and the LR2 newbuilding Front Sirius. In May 2017, the Company took delivery of the Suezmax newbuilding Front Coral. In June 2017, the Company took delivery of the Suezmax newbuilding Front Cosmos and the LR2 newbuilding Front Castor.

7. DEBT

The Company drew down $54.6 million in the six months ended June 30, 2017 from its $109.2 million term loan facility with ING Bank in connection with one VLCC delivered in the quarter.

The Company drew down $165.9 million in the six months ended June 30, 2017 from its $328.4 million term loan facility with China Exim Bank in connection with two Suezmax tankers and three LR2/Aframax tankers delivered in the period.

The Company drew down $149.6 million in the six months ended June 30, 2017 from its $321.6 million term loan facility with China Exim Bank in connection with two Suezmax tankers and one LR2/Aframax tanker delivered in the period.

The Company drew down $50.0 million from its senior unsecured loan facility of up to $275.0 million facility with an affiliate of Hemen Holding Ltd.

In February 2017, the Company signed a second senior secured term loan facility in an amount of up to $321.6 million. The facility provided by China Exim Bank is insured by China Export and Credit Insurance Corporation. The facility matures in 2033, carries an interest rate of LIBOR plus a margin in line with the Company's other credit facilities and has an amortization profile of 15 years. This facility will be used to part finance eight of our newbuildings and will be secured by four Suezmax tankers and four Aframax/LR2 tankers.

In June 2017, the Company signed a senior secured term loan facility in an amount of up to $110.5 million with Credit Suisse. The facility matures in 2023, carries an interest rate of LIBOR plus a margin of 190 basis points and has an amortization profile of 18 years. The facility will be used to partially finance two of our recent VLCC resales and newbuilding contracts.

In June 2017, the Company signed a senior secured term loan facility in an amount of up to $110.5 million with ING Bank. The facility matures in 2023, carries an interest rate of LIBOR plus a margin of 190 basis points and has an amortization profile of 18 years. The facility will be used to partially finance two of our recent VLCC resales and newbuilding contracts.

The Company has recorded debt issuance costs (i.e. deferred charges) of $11.6 million at June 30, 2017 as a direct deduction from the carrying amount of the related debt.

 

 

8. MARKETABLE SECURITIES

In January the Company purchased 10.9 million shares in DHT for an aggregate cost of $46.1 million.

In the first quarter the Company sold 1.7 million shares in DHT for proceeds of $7.9 million, recognizing a gain of $0.8 million in the first quarter.

In the second quarter the Company sold a further 3.2 million shares in DHT for proceeds of $13.8 million recognizing a gain of $0.5 million in the second quarter.

In July and August the Company sold a further 1.0 million shares in DHT for proceeds of $4.2 million and will not record a gain or loss in the third quarter.

9. SHARE CAPITAL

The Company had an issued share capital at June 30, 2017 of $169,809,324 divided into 169,809,324 ordinary shares (December 31, 2016: $169,809,324 divided into 169,809,324 ordinary shares).

10. RELATED PARTY TRANSACTIONS

The Company's most significant related party transactions are with Ship Finance International Limited ("Ship Finance"), a company under the significant influence of the Company's largest shareholder. The Company leased 10 of its vessels from Ship Finance at June 30, 2017 and pays Ship Finance a profit share based on the earnings of these vessels. Profit share arising in the six months ended June 30, 2017 was $5.6 million, which was $12.5 million less than the amount accrued in the lease obligations payable when the leases were recorded at fair value at the time of the merger with Frontline 2012.

In March 2017, the lease with Ship Finance for the 1998-built VLCC Front Century was terminated. The Company recorded a gain on this lease termination of $20.6 million in the first quarter of 2017 and reduced obligations under capital leases by $24.6 million. A termination payment of $4.1 million was paid in the second quarter to Ship Finance in connection with the lease termination.

In May 2017, the Company agreed with Ship Finance to terminate the long term charters for the 2000-built VLCC Front Scilla and the 1998-built Suezmax tanker Front Brabant upon the sale and delivery of the vessels by Ship Finance to unrelated third parties. The charters with Ship Finance terminated in the second quarter. Frontline made compensation payments to Ship Finance of $6.5 million and $3.6 million, respectively, for the termination of the charters and reduced obligations under capital leases by $41.7 million. The Company recorded a loss on termination, including these termination payments, of $12.2 million in the second quarter.

In May the Company drew down $50.0 million from its senior unsecured loan facility of up to $275.0 million facility with an affiliate of Hemen Holding Ltd.

Amounts earned from other related parties comprise office rental income, technical and commercial management fees, newbuilding supervision fees, freights, corporate and administrative services income and interest income. Amounts paid to related parties comprise primarily rental for office space and guarantee fees.

 



11. COMMITMENTS AND CONTINGENCIES

As of June 30, 2017, the Company's newbuilding program was comprised of six VLCCs, one Suezmax tanker and three LR2 tankers. As of June 30, 2017, total instalments of $159.0 million had been paid or accrued and the remaining commitments amounted to $557.4 million, of which $417.7 million is due in 2017, $86.3 million is due in 2018 and $53.4 million is due in 2019.

12. SUBSEQUENT EVENTS

In July 2017, the Company agreed with Ship Finance to terminate the long term charter for the 1997-built Suezmax Front Ardenne upon the sale and delivery of the vessel by Ship Finance to an unrelated third party. The charter with Ship Finance terminated in August. Frontline agreed to make compensation payments to Ship Finance of $4.8 million for the termination of the charter and will reduce obligations under capital leases by approx. $11.6 million. The Company expects to record a loss on termination, including this termination payment, of $5.8 million in the third quarter.

In July 2017, the Company took delivery of the Suezmax newbuilding Front Cascade and the VLCC newbuilding Front Earl. In August 2017, the Company took delivery of the LR2 newbuilding Front Pollux.
 
 
 
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