UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
(Mark One)
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
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Commission file number 0-22704
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Frontline Ltd
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(Exact name of Registrant as specified in its charter)
Frontline Ltd.
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(Translation of Registrant's name into English)
Bermuda
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(Jurisdiction of incorporation or organisation)
Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM 08, Bermuda
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(Address of principal executive offices)
Securities registered or to be registered pursuant to section 12(b) of the
Act.
Title of each class Name of each exchange
on which registered
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None
Securities registered or to be registered pursuant to section 12(g) of the
Act.
American Depositary Shares each
representing one Ordinary Share, $2.50 Par Value
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(Title of class)
Securities for which there is a reporting obligation pursuant to Section
15(d) of the Act.
Ordinary Shares, $2.50 Par Value
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(Title of class)
Indicate the number of outstanding shares of each of the issuer's classes
of capital or common stock as of the close of the period covered by the
annual report.
76,407,566 Ordinary Shares, $2.50 Par Value
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
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Indicate by check mark which financial statement item the registrant has
elected to follow.
Item 17 Item 18 X
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July 12, 2002
Frontline Ltd. (the "Company") submits this Form 20-F/A to amend
its annual report filed on Form 20-F for the year ended December 31, 2001.
The amendments contained in this Form 20-F/A are set forth below:
(1) Item 3, Selected Financial Data:
The data for the number of Ordinary Shares Outstanding for
the years 1998 through 2001 were omitted from the Company's
Form 20-F and have been replaced.
(2) Item 5, Operating and Financial Review and Prospects;
Liquidity and Capital Resources:
The chart intended to reflect the Company's Outstanding
Obligations under Capital Leases was incorrect in the Form
20-F and have been replaced with the correct chart.
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
Not Applicable
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not Applicable
ITEM 3. KEY INFORMATION
A. SELECTED FINANCIAL DATA
The selected income statement data of the Company with respect to the
fiscal years ended December 31, 2001, 2000 and 1999 and the selected
balance sheet data of the Company with respect to the fiscal years ended
December 31, 2001 and 2000 have been derived from the Company's
Consolidated Financial Statements included herein and should be read in
conjunction with such statements and the notes thereto. The selected income
statement data with respect to the fiscal years ended December 31, 1998 and
1997 and the selected balance sheet data with respect to the fiscal years
ended December 31, 1999, 1998 and 1997 has been derived from consolidated
financial statements of the Company not included herein. The selected
financial data with respect to the fiscal years ended December 31, 1998 and
1997 has been restated to reflect the treatment of ICB Aktiebolag (publ)
("ICB") as an investment accounted for in accordance with the equity
method. (See Item 4. A "Information on the Company - History and
development of the Company"). The following table should also be read in
conjunction with Item 5. "Operating and Financial Review and Prospects" and
the Company's Consolidated Financial Statements and Notes thereto included
herein.
Fiscal Year Ended December 31,
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2001 2000 1999 1998 1997
(restated) (restated)
(in thousands, except Ordinary Shares, per Ordinary Share data and ratios)
Income Statement Data:
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Net operating revenues $ 647,345 $ 599,944 $ 253,214 $ 203,860 $ 197,197
Net operating (loss) income after depreciation $ 384,754 $ 376,092 $ (12,210) $ 72,455 $ 55,476
Net income (loss) before cumulative effect
of change in accounting principle $ 350,389 $ 313,867 $ (86,896) $ 31,853 $ 22,794
Net (loss) income $ 382,728 $ 313,867 $ (86,896) $ 31,853 $ 22,794
Earnings (loss) per Ordinary Share
- basic $ 4.99 $ 4.28 $ (1.76) $ 0.69 $ 0.63
- diluted $ 4.98 $ 4.27 $ (1.76) $ 0.69 $ 0.63
Cash dividends per Ordinary Share $ 1.50 $ - $ - $ - $ -
Balance Sheet Data (at end of year):
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Cash and cash equivalents $ 178,176 $ 103,514 $ 65,467 $ 74,034 $ 86,870
Newbuildings and vessel purchase options $ 102,781 $ 36,326 $ 32,777 $ 75,681 $ 48,474
Vessels and equipment, net $2,196,959 $2,254,921 $1,523,112 $1,078,956 $ 970,590
Vessels under capital lease, net $ 317,208 $ 108,387 $ - $ - $ -
Total assets $3,033,774 $2,780,988 $1,726,793 $1,505,414 $1,369,849
Long-term debt (including current portion) $1,391,951 $1,544,139 $1,079,694 $ 883,021 $ 773,150
Obligations under capital lease (including
current portion) $ 300,790 $ 109,763 $ - $ - $ -
Stockholders' equity $1,252,401 $1,029,490 $ 557,300 $ 583,574 $ 556,010
Ordinary Shares outstanding 74,407,566 78,068,811 60,961,860 46,106,860 46,105,860
Cash Flow Data
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Cash provided by operating activities $ 477,607 $ 271,582 $ 46,486 $ 69,592 $ 67,449
Cash provided by (used in) investing activities $ (103,782) $ (496,918) $ 175,532 $ (143,955) $ (283,299)
Cash provided by (used in) financing activities $ (299,163) $ 263,383 $ (230,585) $ 61,527 $ 244,717
Other Financial Data
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EBITDA (1) $ 528,796 $481,789 $ 82,292 $ 137,099 $ 116,795
Cash Earnings (2) $ 443,796 $392,184 $ 5,662 $ 82,843 $ 74,278
Return on capital employed (percentage) (3) 14.7% 18.2% 0.1% 6.5% 6.2%
Equity to assets ratio (percentage) (4) 41.3% 37.0% 32.3% 38.8% 40.6%
Debt to equity ratio (5) 1.4 1.6 1.9 1.5 1.4
Price earnings ratio (6) 2.1 3.3 neg. 2.8 19.8
Footnotes
(1) EBITDA represents net income (loss) before interest expense, income
taxes, depreciation and amortisation expenses. EBITDA is not required
by US generally accepted accounting principles and should not be
considered as an alternative to net income or any other indicator of
Contractual Commitments
In February 2001, the Company entered into five newbuilding contracts. Two
Suezmaxes were ordered with Sasebo Shipyard in Japan for delivery in August
and October, 2001. In addition, three VLCCs were ordered with Hitachi for
delivery in April, August and October 2002. In connection with acquiring
Mosvold Shipping Limited in May 2001, the Company secured control over
another three VLCC newbuilding contracts scheduled for delivery from
Samsung in 2001, 2002 and 2003 respectively. The aforementioned 2001
delivery was subsequently delayed until 2002. In addition, in June 2001,
Frontline announced that two joint ventures in which Frontline owns 33.33
per cent of the share capital, had acquired two newbuilding contracts from
Bergesen. At December 31, 2001, all eight VLCCs were still to be delivered.
Total contract amount for the eight vessels were $591.9 million on a 100
per cent basis or adjusting for other owners shares in the two joint
ventures, $487.2 million. By December 31, 2001 $115.1 million ($102.8
million adjusted for other owners) had been paid to the yards as
instalments in accordance with the respective contracts. The Company
expects to finance the remaining commitments of $476.8 million ($384.4
million adjusted for the other owners shares) through its working capital
and by obtaining bank loans.
At December 31 2001, the Company had outstanding debt of $1,392.0 million
which is repayable as follows:
Year ending December 31,
(in thousands of $)
2002 227,597
2003 294,122
2004 119,374
2005 106,291
2006 245,906
2007 and later 398,661
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Total debt 1,391,951
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At December 31 2001, the Company had eight vessels under capital leases.
The outstanding obligations under capital leases are payable as follows:
Year ending December 31,
(in thousands of $)
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2002 34,409
2003 34,517
2004 34,792
2005 35,859
2006 35,980
2007 and later 255,757
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Minimum lease payments 431,314
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Less imputed interest 130,524
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Present value of obligations under capital leases 300,790
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In March 2001, the Company acquired from a third party, two companies that
owned four drybulk carriers that were chartered in by the Company under
capital leases. These drybulk carriers were then refinanced by traditional
bank financing.
Off-Balance Sheet Financing
In 1998 and 1999, the Company entered into a total of four sale and
leaseback transactions with German KG structures. In addition, one of the
vessels obtained through the acquisition of ICB was also sold and leased
back prior to the Company's acquisition of ICB. The minimum terms of these
leases range up to eight years. The leases of these five vessels are being
accounted for as operating leases. The future minimum rental payments under
the Company's non-cancellable operating leases, are as follows:
Year ending December 31,
(in thousands of $)
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2002 40,971
2003 24,516
2004 24,123
2005 24,628
2006 24,638
2007 and later 6,023
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Total minimum lease payments 144,899
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant certifies that it meets all of the requirements for
filing on Form 20-F and has duly caused this annual report to be signed on
its behalf by the undersigned, thereunto duly authorised.
Frontline Ltd.
(Registrant)
Date June 28, 2002 By /s/ Kate Blankenship
Kate Blankenship
Company Secretary
02089.0009 #334399