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 August , 2001 ----------------------------------------------- Frontline Ltd. ---------------------------------------------------------------- (Translation of registrant's name into English) Mercury House, 101 Front Street, Hamilton, HM 12, Bermuda ---------------------------------------------------------------- (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 August 13, 2001. Attached as Exhibit 2 is a copy of an announcement of the Company, dated August 14, 2001. 2 Exhibit 1 Frontline Ltd. Bermuda Interim Report April - June 2001 -- Frontline reports second quarter EBITDA of $163.9 million and net income of $107.7 million. -- Second quarter earnings per share $1.40, Cashflow per share $1.80. -- The Board declares $0.40 per share dividend for second quarter. Record date is 23 August 2001. SECOND QUARTER AND SIX MONTH RESULTS Frontline reports net income of $107.7 million in the second quarter of 2001. This compares with net income of $34.7 million in the second quarter of 2000. Earnings before interest, tax, depreciation, and amortisation (EBITDA) for the quarter, including earnings from associated companies were $163.9 million, compared with $77.6 million for the 2000 period. Included in EBITDA for the second quarter of 2001 is a gain on the sale of assets of $16.0 million, arising on the sale of two 1993-built VLCCs. The average daily time charter equivalents ("TCEs") earned by the VLCCs, Suezmax tankers, and Suezmax OBO carriers were $51,400, $36,500 and $33,400, respectively, (2000 - $36,100, $27,700 and $26,800, respectively). Total operating costs and depreciation expense have increased due to fleet expansion. In addition, four vessels were drydocked in the second quarter. Net other expenses for the quarter were $21.2 million (2000 - $22.3 million), a reduction due to the benefit of lower interest rates in the 2001 quarter. The strengthening of the Yen against the US Dollar in the second quarter of 2001 has resulted in the Company recording an unrealised foreign currency exchange loss of $3.4 million primarily relating to the revaluation of Yen debt in certain Golden Ocean subsidiaries. For the 2001 year to date there is an unrealised foreign currency gain of $19.0 million. There is a similar foreign currency impact on the share of results from associated companies. On 13 August 2001 the Board has declared a dividend of $0.40 per share for second quarter. The record date for the dividend is 23 August 2001, and ex dividend date is 21 August 2001. The dividend is to be paid on or about 5 September 2001. 3 Basic earnings per share for the quarter were $1.40 (2000 - $0.49). Cashflow per share for the quarter was $1.80, compared with $0.78 for the same quarter in 2000. For the first six months of 2001, the Company earned net income of $265.5 million (2000 - net income of $35.7 million) and EBITDA of $356.6 million (2000 - $118.8 million). The average daily TCEs earned by the VLCCs, Suezmax tankers, and Suezmax OBO carriers were $56,600, $39,800 and $36,500 respectively. Net other expenses for the first half of 2001 were $47.6 million (2000 - $42.5 million). Earnings per share for the 2001 year to date were $3.45 (2000 - $0.53) and cashflow per share was $4.23 (2000 - $1.13). THE MARKET Tanker rates for the second quarter were healthy, albeit on a falling trend which continued into the third quarter. The rate decline is mainly explained by a reduced demand growth as a result of a combination of seasonally lower consumption and a slowdown in world economy. In addition market psychology, influenced by OPEC quota cuts and temporary halts to Iraqi exports, has led weaker tanker owners to accept lower rates than actually motivated by the supply and demand balance for tankers. The crude tanker fleet has been level through the first half of the year and newbuilding deliveries have been matched by scrapping of older vessels in the first part of the year. 20 VLCCs and 12 Suezmaxes have been delivered and 21VLCCs and 15 Suezmaxes have been scrapped or otherwise removed from trading so far in 2001. CORPORATE AND OTHER MATTERS Frontline's wholly-owned subsidiary, Golden Ocean, agreed in May 2001 to a settlement with certain parties in order to acquire five VLCCs over which Golden Ocean had purchase options. In May and June, the Company took delivery of three of these VLCCs. One of these VLCCs is on time charter to Arcadia until mid 2002 at a TCE of approximately $40,000 per day. The other two vessels have been employed in the Tankers International Pool. In mid July the fourth VLCC was delivered to the Company and is trading under a market related bareboat charter to Shell. In April 2001, the previously announced sales of the 1993-built VLCCs, Front Tarim and Front Tartar were concluded and the vessels delivered to the buyer. 4 In June 2001, the Company announced the acquisition of four new double-hulled VLCCs from Bergesen D.Y. ASA in a joint venture together with Overseas Shipholding Group, Inc. and Euronav Luxembourg S.A. Two of the vessels are newbuildings scheduled for delivery in February and July 2002. The other two vessels, built in 2001, were delivered to the joint venture in July 2001 and are employed in the Tankers International Pool. Frontline, OSG and Euronav have also entered into an agreement with Bergesen to acquire a further two 2000 built VLCCs subject to existing charterers' approval. In April 2001, the Company made an offer for the outstanding shares of Mosvold Shipping Ltd. ("Mosvold") and by the end of May 2001 had acquired over 97 per cent of Mosvold. On July 25, 2001 Frontline announced its intention to exercise its right of compulsory acquisition of the remaining outstanding shares in Mosvold. Mosvold has three VLCC newbuilding contracts with deliveries scheduled for November 2001, August 2002 and July 2003. In addition, Mosvold had two 1974-built VLCCs, one of which was subsequently sold in July 2001. During the second quarter of 2001 the Company issued a total of 293,361 shares in connection with the exercise of warrants and employee share options. The remaining warrants were due to elapse on 11 May 2001. The Company acquired 20,650,619 warrants in the final days, while 1,101,721 warrants expired. The Company has currently no warrants outstanding. The Company also bought back and cancelled a total of 300,000 of its own shares, pursuant to a current Board authority to acquire up to 7,500,000 shares. At June 30, 2001, 76,912,566 shares were outstanding and the weighted average number of shares outstanding for the quarter was 76,943,910 (as at June 30, 2000, 78,769,360 and for the quarter then ended - 71,434,745). On August 3, 2001, the Company delisted its American Depositary Receipts ("ADRs") from the Nasdaq National Market and ADRs transmitted to the Company's Exchange Agent by that date were converted to ordinary shares. On August 6, 2001 the Company's ordinary shares were listed and began trading on the New York Stock Exchange. Holders of ADRs that were not converted by August 3, 2001 are directed to contact the Bank of New York, Depositary of the ADR Program, if they wish to convert their ADRs to ordinary shares that can be traded on the New York Stock Exchange. Frontline's subsidiary, ICB Shipping AB, has received a negative judgement in an ongoing Swedish legal case. The judgement, which is SEK 92 million (approximately $8.2 million), is related to the 5 tax treatment of certain transactions carried through by ICB in 1990. The former Board of ICB has earlier stated with support by legal opinions, that there is no basis for this tax claim. Frontline will on this basis vigorously fight the case and has decided to appeal it. No accounting set off for the case will be made before the result of the appeal becomes clear. OUTLOOK The Board expects the current lower rates will continue at least through August but that the tanker market will strengthen considerably in the autumn and winter. OPEC has advised that it will consider further quota reductions in September. In second half of 2000 OPEC produced on average 28.8 million barrels per day. If the quota reduction becomes effective in September and lasts through the year the average production for second half 2001 will be approximately 26.5 million barrels. The worldwide storage as of 30 June was estimated to be only 127 million barrels higher than a year ago. Based on these numbers it is likely that the OPEC production will have to be increased again in the latter part of the year. We believe that the balance between supply and demand in the tanker market requires only a relatively modest increase in transportation requirements to create room for a substantial increase in tanker rates. The Company is likely to continue its buyback of shares under its current authorisation. In addition to the buyback the Board will seek to establish dividend payment on a regular basis. Through a high regular payout ratio the Board expects to broaden the investment communities' interest in cyclical shipping shares. The Company expects that net income before currency effects and sales profit will decline in third quarter due to lower rates earned by both VLCCs and Suezmaxes. Third quarter results will include the gain on the sale of the vessel Front Archer. 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. 6 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 charterhire 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. August 13, 2001 The Board of Directors Frontline Ltd. Hamilton, Bermuda Questions should be directed to: Kate Blankenship, CAO, Frontline Ltd. +1 441 295 6935 Ola Lorentzon, Managing Director, Frontline Management AS +47 23 11 40 00 Tom E. Jebsen: CFO Frontline Management AS +47 23 11 40 00 7 FRONTLINE GROUP SECOND QUARTER REPORT (UNAUDITED) 2000 20001 INCOME STATEMENT 2001 2000 2000 Apr-June Apr-June (in thousands of $) Jan-Jun Jan-June Jan-Dec (audited) 108,951 195,206 Net operating revenues 417,298 178,096 599,944 - 16,008 Gain from sale of assets 16,725 463 1,160 21,245 33,148 Ship operating expenses 59,225 40,017 88,455 8,453 10,508 Charterhire expenses 21,055 16,634 34,351 3,005 5,961 Administrative expenses 9,456 5,208 9,326 76,248 161,597 Operating income before depreciation and amortisation 344,287 116,700 468,972 21,041 30,610 Depreciation and amortisation 59,933 40,730 92,880 55,207 130,987 Operating income after depreciation and amortisation 284,354 75,970 376,092 804 3,301 Interest income 7,893 1,501 6,858 (23,131) (24,528) Interest expense (51,297) (43,835) (96,174) 1,374 2,352 Share of results from associated companies 12,312 2,067 12,817 33 29 Other financial items (4,186) (181) (248) 380 (3,355) Foreign currency exchange gain (loss) 18,966 159 14,563 34,667 108,786 Income before taxes and minority interest 268,042 35,681 313,908 - (1,095) Minority interest (2,526) - - - - Taxes - - 41 34,667 107,691 Net income 265,516 35,681 313,867 $0.49 $1.40 Earnings per Share ($) $3.45 $0.53 $4.28 Income on timecharter basis ($ per day per ship)* 36,100 51,400 VLCC 56,600 29,000 46,300 27,700 36,500 Suezmax 39,800 24,300 35,500 26,800 33,400 Suezmax OBO 36,500 22,800 33,300 * Basis = Calendar days minus off-hire. Figures after deduction of broker commission 8 BALANCE SHEET 2001 2000 2000 (in thousands of $) June 30 June 30 Dec 31 (audited) ASSETS Short term Cash and cash equivalents 135,947 106,939 116,094 Marketable securities 947 17,116 4,045 Other current assets 118,956 89,201 172,840 Long term Newbuildings and vessel purchase options 105,988 - 36,326 Vessel and equipment, net 2,573,160 1,800,842 2,363,308 Investment in associated companies 39,995 6,783 27,361 Goodwill 11,285 11,857 12,785 Deferred charges and other long-term assets 40,132 18,819 46,628 Total assets 3,026,410 2,051,557 2,779,387 LIABILITIES AND STOCKHOLDERS' EQUITY Short term Short term interest bearing debt 245,794 131,379 212,767 Other current liabilities 74,280 46,271 77,623 Long term Long term interest bearing debt 1,395,391 1,091,065 1,331,372 Other long term liabilities 123,429 20,611 123,665 Minority interest 9,748 4,372 4,470 Stockholders' equity 1,177,768 757,859 1,029,490 Total liabilities and stockholders' equity 3,026,410 2,051,557 2,779,387 9 UNAUDITED SIX MONTHS SUPPLEMENTARY INFORMATION SELECTED FINANCIAL DATA Frontline Golden (in thousands of $) Ocean Jan-Jun Jan-Jun 2001 2001 Net operating revenues 373,923 43,375 Operating income before depreciation and amortisation 313,142 31,145 Depreciation and amortisation 49,936 10,691 Operating income after depreciation and amortisation 263,206 20,454 Interest income 9,067 1,245 Interest expense (42,666) (11,050) Share of results from associated companies 2,229 10,083 Other financial items (4,186) - Foreign currency exchange gain (loss) (751) 19,717 Income before taxes and minority interest 226,898 40,449 Total current assets 243,786 12,064 Vessels and equipment (including options and vessels under capital lease) 2,221,573 457,575 Total assets 2,562,700 531,353 Total current liabilities 279,425 44,263 Total liabilities 1,154,239 414,568 Total stockholders' equity 1,119,288 72,522 10 Exhibit 2 Frontline Ltd.: Presentation of second quarter 2001 results Frontline will hold separate presentation and teleconference on Wednesday 15 August 2001 as follows: 1. Presentation A presentation will take place in Oslo at Grev Wedels Plass 9 (Fearnley bygget) first floor at 08:30 A.M. If you wish to attend please confirm to Mrs Bente Thommessen or Mrs Kristin Opdan at +47 23 11 4000. 2. Teleconference A conference call will be held at 04:00 P.M. European Standard Time. The presentation will be available from Wednesday morning at www.frontline.bm - click "Investor Relations" - "Presentations" - "Presentation of 2nd Quarter 2001, August 14, 2001". To listen you may do one of the following: A. Go back to "Investor relations" and click on the link "Conference call" OR B. Call at +47 23 00 04 00 (from Norway you may call free of charge at 800 801 19), tell the operator you wish to participate in the Frontline conference call. There will be a Q&A session after the presentation. Information on how to question will be given at the beginning of the call. If you are not able to participate at the time of the call but wish to listen to a replay, this will be possible either on our web site or by: dial +47 22 33 11 13 accountno: 1114 followed by # (pound-sign) press 1 conferenceno: 114 followed by # (pound-sign) press 1 to play Kind regards Inger M. Klemp 11 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 August 17, 2001 By /s/ Kate Blankenship --------------------------- Kate Blankenship Secretary 12 02089009.AG6