d1386520_6-k.htm
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 May 2013

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 to this report on Form 6-K is a copy of the press release of Frontline Ltd. (the "Company"), dated May 30, 2013 containing the presentation of the Company's first quarter 2013 results.





 
 

 

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: May 30, 2013
 
By:
/s/ Inger M. Klemp
     
Name: Inger M. Klemp
     
Title: Principal Financial Officer
     
     
 
 

 
 
 

 
 
 
Exhibit 1
 
 
FRONTLINE LTD.
FIRST QUARTER 2013 RESULTS

Highlights


 
·
Frontline reports a net loss attributable to the Company of $18.8 million and a loss per share attributable to the Company of $0.24 for the first quarter of 2013.
 
·
In January 2013, Frontline terminated the charter party for the single hull VLCC Titan Aries (ex Edinburgh) and recognized a gain of $7.6 million in the first quarter.
 
·
At a special general meeting of shareholders held on May 8, 2013, our shareholders approved a decrease in the par value of our ordinary shares from $2.50 to $1.00 per share effective May 14, 2013.

First Quarter 2013 Results

The Board of Frontline Ltd. (the "Company" or "Frontline") announces a net loss attributable to the Company of $18.8 million, equivalent to a loss per share of $0.24, compared with a net loss  attributable to the Company of $16.6 million for the fourth quarter of 2012, equivalent to a loss per share of $0.21. The net loss attributable to the Company in the first quarter includes a gain on sale of assets and amortization of deferred gains of $9.2 million, which includes a gain of $7.6 million on the termination of the charter party for the single hull VLCC, Titan Aries, and a deferred gain of $1.8 million relating to the sale and leaseback of the VLCC DHT Eagle (ex Front Eagle). The net loss attributable to the Company in the fourth quarter included a loss on sale of assets and amortization of deferred gains of $14.9 million, which included an aggregate deferred gain of $3.7 million relating to the sale and leasebacks of the VLCC DHT Eagle and Gulf Eyadah (ex Front Shanghai) and a gain of $11.2 million on the termination of the lease for the single hull VLCC Ticen Ocean.

Following the termination of the lease on the Company's final OBO carrier, Front Guider, the results of the OBO carriers have been recorded as discontinued operations in accordance with U.S. generally accepted accounting principles. The Company reports a net loss from discontinued operations of $0.5 million in the first quarter compared with a net loss from discontinued operations of $21,000 in the preceding quarter.
 
The average daily time charter equivalents ("TCEs") earned in the spot and period market in the first quarter by the Company's VLCCs and Suezmax tankers were $17,000 and $14,500, respectively, compared with $19,300 and $14,000, respectively, in the preceding quarter. The spot earnings for the Company's double hull VLCCs and Suezmax vessels were $14,600 and $14,500 respectively, compared with $18,500 and $14,000, respectively, in the preceding quarter.

Contingent rental expense relates to the amended charter parties with Ship Finance International Limited ("Ship Finance") and the amended charter parties for four other leased vessels and is based on the difference between the renegotiated rates and the actual TCE revenues up to the original contract rates. Contingent rental expense in the three months ended March 31, 2013 is income as the contingent rental expense relating to the four non-Ship Finance vessels is calculated quarterly on a cumulative basis over the four year period to December 31, 2015 and the accrued contingent rental expense at March 31, 2013 was lower than the accrued contingent rental expense at December 31, 2012.

Ship operating expenses decreased by $0.4 million compared with the preceding quarter primarily as a result of a decrease in running costs and a decrease in drydocking costs of $0.2 million.
 
Charter hire expenses decreased by $2.4 million in the first quarter compared with the preceding quarter primarily as a result of the redelivery of the Gulf Eyadah in December 2012.

Interest expense, net of capitalized interest, was $22.6 million in the first quarter of which $5.6 million relates to the Company's subsidiary Independent Tankers Corporation Limited ("ITCL").

 
 

 


As of March 31, 2013, the Company had total cash and cash equivalents of $109.5 million compared with $137.6 million as of December 31, 2012 and restricted cash of $71.1 million compared with $87.5 million as of December 31, 2012. Restricted cash includes $70.6 million relating to deposits in ITCL. The Company used $28.6 million in operating activities, generated $19.1 million from investment activities and repaid long term debt and capital leases by $18.6 million.
 
The Company estimates average total cash cost breakeven rates for the remainder of 2013 on a TCE basis for its VLCCs and Suezmax tankers of approximately $25,500 and $18,500, respectively.

Fleet Development

In December 2012, the Company agreed to an early termination of the time charter out contracts on the two OBO carriers, Front Viewer and Front Guider, and received a compensation payment in December 2012 from the charterers for loss of hire due to the early termination of $35.0 million. This amount was recorded in operating revenues in 2012 and has now been recorded in the results from discontinued operations. The Company also agreed with Ship Finance to terminate the long term charter parties for these two OBO carriers. The charter party for Front Viewer terminated in December 2012 and the charter party for the Front Guider terminated in March 2013. The Company paid $23.5 million to Ship Finance as compensation for the early termination of the charters and the estimated loss of contingent rentals relating to the two vessels. As previously advised the Company recorded in the fourth quarter a loss on termination of the lease for Front Viewer of $16.5 million and a vessel impairment loss of $14.2 million on the expected loss on termination of the lease on Front Guider in March 2013. These losses have now been recorded in the results from discontinued operations.

In January 2013, the Company terminated the charter party for the single hull VLCC Titan Aries and recognized a gain of $7.6 million in the first quarter of 2013.

In January 2013, BP Shipping gave twelve months notice of its intention to terminate the bareboat charter for the VLCC British Progress. Termination will take effect on February 2, 2014.

In February 2013, the Company agreed with Ship Finance to terminate the long term charter party between the companies for the Suezmax tanker, Front Pride, and Ship Finance simultaneously sold the vessel. The termination of the charter party took place on February 15, 2013 and the Company made a net compensation payment to Ship Finance of $2.1 million for the early termination of the charter party.

In March 2013, the VLCC Ulysses (ex Phoenix Voyager) was redelivered to ITCL by Chevron and the vessel commenced trading in the spot market.

Newbuilding Program

As of March 31, 2013, the Company's newbuilding program comprised two Suezmax tankers and the Company was committed to make newbuilding installments of $87.9 million with expected payment of $50.2 million in 2013 and $37.7 million in 2014.

Corporate

In January 2013, the Company paid $6.0 million for 1,143,000 shares in a private placement by Frontline 2012 of 59 million new ordinary shares at a subscription price of $5.25 per share. Following the private placement, the Company's ownership in Frontline 2012 was reduced from 7.9% to 6.3%. The Company recognized a gain on the dilution of its ownership of $5.2 million in the first quarter of 2013 in "share of income (losses) from associated companies".

In April 2013 Ms. Cecile Fredriksen and Mr. Tony Curry resigned from their positions as Directors of the Company. One of the vacancies created by these departures was filled by Georgina Sousa. Mrs. Sousa joined the Company as Head of Corporate Administration in 2007. Mrs. Sousa is also a Director of Golar LNG Limited, Golden Ocean Group Limited and Frontline 2012 Ltd.

 
 

 


At a special general meeting of shareholders held on May 8, 2013 our shareholders approved a decrease in the par value of our ordinary shares from $2.50 to $1.00 per share effective May 14, 2013.

77,858,502 ordinary shares were outstanding as of March 31, 2013, and the weighted average number of shares outstanding for the quarter was 77,858,502.

The Market

The market rate for a VLCC trading on a standard 'TD3' voyage between the Arabian Gulf and Japan in the first quarter of 2013 was WS 35, representing a decrease of approximately WS 7.8 point from the fourth quarter of 2012 and a decrease of approximately WS 21 points from the first quarter of 2012. The flat rate increased by 9.1% from 2012 to 2013.

The market rate for a Suezmax trading on a standard 'TD5' voyage between West Africa and Philadelphia in the first quarter of 2013 was WS 57.5, representing a decrease of three WS points from the fourth quarter of 2012 and a decrease of WS 25 points from the first quarter of 2012. The flat rate increased by 9.3% from 2012 to 2013.

Bunkers at Fujairah averaged $633/mt in the first quarter of 2013 compared to $615/mt in the fourth quarter of 2012. Bunker prices varied between a low of $606/mt on January 2nd and a high of $663/mt on February 18th.

The International Energy Agency's ("IEA") May 2013 report stated an OPEC oil production, including Iraq, of 30.5 million barrels per day (mb/d) in the first quarter of 2013. This was a decrease of 0.4 mb/d compared to the fourth quarter of 2012. 

The IEA estimates that world oil demand averaged 89.8 mb/d in the first quarter of 2013, which is a decrease of 1.2 mb/d compared to the previous quarter. IEA estimates that world oil demand in 2013 will be 90.6 mb/d, representing an increase of 0.9 percent or 0.8 mb/d from 2012.

The VLCC fleet totalled 634 vessels at the end of the first quarter of 2013, up from 622 vessels at the end of the previous quarter. 14 VLCCs were delivered during the quarter, two were removed. The order book counted 81 vessels at the end of the first quarter, unchanged from the previous quarter. The current order book represents approximately 13 percent of the VLCC fleet. According to Fearnleys, the single hull fleet is 15 vessels, two less than last quarter.

The Suezmax fleet totaled 480 vessels at the end of the first quarter, up from 468 vessels at the end of the previous quarter. 14 vessels were delivered during the first quarter whilst two were removed. The order book counted 54 vessels at the end of the first quarter, which represents approximately 11 percent of the Suezmax fleet. According to Fearnley's, the single hull fleet stands unchanged at five vessels.

Strategy and Outlook

The Board is of the opinion that the tanker market is massively oversupplied today and that it may take some time before a reasonable market balance is restored and sustained recovery of the tanker market occurs. The Board believes that such a market balance and sustained recovery of the tanker market will be dependent on the extent of phase out of existing tonnage as well as global growth conditions.

The Company's free cash position decreased from $137.6 million to $109.5 million during the first quarter and is expected to fall further in the second quarter as a consequence of the continued weak tanker market and more vessels dry docked in the second quarter than in the first quarter.

 
 

 


If the tanker market does not recover in the short term and no additional equity can be raised or assets sold there is a risk that Frontline will have insufficient cash to satisfy liquidity requirements and to repay the existing $225 million convertible bond loan at maturity in April 2015. Such a situation might force a restructuring of the Company, including modifications of charter lease obligations and debt agreements.

Based on rates achieved so far in the second quarter, increased dry docking costs in the second quarter and the current outlook, the Board expects the operating result in the second quarter to be weaker than in the first quarter.

Forward Looking Statements

This press release contains forward looking statements. These statements are based upon various assumptions, many of which are based, in turn, upon further assumptions, including Frontline management's examination of historical operating trends. Although Frontline believes that these assumptions were reasonable when made, because assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond its control, Frontline cannot give assurance that it will achieve or accomplish these expectations, beliefs or intentions.

Important factors that, in the Company's view, could cause actual results to differ materially from those discussed in this press release include the strength of world economies and currencies, general market conditions including fluctuations in charter hire rates and vessel values, changes in demand in the tanker market as a result of changes in OPEC's petroleum production levels and world wide oil consumption and storage, changes in the Company's operating expenses including bunker prices, dry-docking and insurance costs, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, and other important factors described from time to time in the reports filed by the Company with the United States Securities and Exchange Commission.


The Board of Directors
Frontline Ltd.
Hamilton, Bermuda
May 29, 2013

Questions should be directed to:
Jens Martin Jensen: 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 LTD.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 
CONDENSED CONSOLIDATED INCOME STATEMENTS
(in thousands of $)
 
2013
Jan-Mar
   
2012
Jan-Mar
   
2012
Jan-Dec
 
 
 
Total operating revenues
    125,903       149,253       578,361  
 
Gain on sale of assets and amortization of deferred gains
    9,211       10,950       34,759  
 
Voyage expenses and commission
    70,150       57,553       269,845  
 
Ship operating expenses
    26,877       25,728       118,381  
 
Contingent rental (income) expense
    (302 )     12,006       22,456  
 
Charter hire expenses
    3,973       12,117       37,465  
 
Administrative expenses
    8,431       8,324       33,906  
 
Impairment loss on vessels
    -       -       4,726  
 
Depreciation
    26,112       26,885       107,437  
 
Total operating expenses
    135,241       142,613       594,216  
 
Net operating (loss) income
    (127 )     17,590       18,904  
 
Interest income
    33       20       130  
 
Interest expense
    (22,618 )     (24,025 )     (94,089 )
 
Share of income (losses) from associated companies
    4,681       (163 )     (4 )
 
Foreign currency exchange (loss) gain
    (55 )     59       84  
 
Mark to market (loss) gain on derivatives
    (585 )     958       (1,725 )
 
Gain on redemption of debt
    -       4,600       4,600  
 
Other non-operating income
    282       281       1,244  
 
Net loss before tax and noncontolling interest
    (18,389 )     (680 )     (70,856 )
 
Taxes
    (97 )     (85 )     (379 )
 
Net loss from continuing operations
    (18,486 )     (765 )     (71,235 )
 
Net (loss) income from discontinued operations
    (549 )     7,568       (12,540 )
 
Net (loss) income
    (19,035 )     6,803       (83,775 )
 
Net loss attributable to noncontrolling interest
    280       372       1,021  
 
Net (loss) income attributable to Frontline Ltd.
    (18,755 )     7,175       (82,754 )
                           
 
Basic (loss) earnings per share attributable to Frontline Ltd.
  $ (0.24 )   $  0.09     $ (1.06 )
                           
                           
 
 
Income on timecharter basis ($ per day per ship)*
                       
 
VLCC
    17,000       25,600       22,200  
 
Suezmax
    14,500       19,500       15,200  
 
* Basis = Calendar days minus off-hire. Figures after
                       
 
deduction of broker commission
                       

 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(in thousands of $)
 
2013
Jan-Mar
   
2012
Jan-Mar
   
2012
Jan-Dec
 
 
Net (loss) income
    (19,035 )     6,803       (83,775 )
 
Unrealized gain from marketable securities
    95       437       527  
 
Foreign currency translation (loss) gain
    (104 )     75       97  
 
Other comprehensive (loss) income
    (9 )     512       624  
 
Comprehensive (loss) income
    (19,044 )     7,315       (83,151 )
 
Comprehensive (loss) income attributable to Frontline Ltd.
    (18,764 )      7,687       (82,130 )
 
Comprehensive loss attributable to noncontrolling interest
    (280 )     (372 )     (1,021 )
        (19,044 )     7,315       (83,151 )

See accompanying notes that are an integral part of these condensed consolidated financial statements.

 
 

 

FRONTLINE LTD.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 
 
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands of $)
 
2013
Mar 31
   
2012
Mar 31
   
2012
Dec 31
 
 
ASSETS
                 
 
Short term
                 
 
Cash and cash equivalents
    109,495       169,511       137,603  
 
Restricted cash
    71,097       86,524       87,506  
 
Other current assets
    125,825       174,255       166,921  
 
Long term
                       
 
Newbuildings
    27,624       13,270       26,913  
 
Vessels and equipment, net
    278,280       296,287       282,946  
 
Vessels under capital lease, net
    868,384       997,532       893,089  
 
Investment in finance lease
    50,784       53,032       51,374  
 
Investment in unconsolidated subsidiaries and associated companies
     51,073        27,177        40,633  
 
Other long-term assets
    1,103       1,895       1,236  
 
Total assets
    1,583,665       1,819,483       1,688,221  
                           
 
LIABILITIES AND EQUITY
                       
 
Short term liabilities
                       
 
Short term debt and current portion of long term debt
    22,022       21,853       20,700  
 
Current portion of obligations under capital lease
    51,485       53,437       52,070  
 
Other current liabilities
    50,828       97,866       113,851  
 
Long term liabilities
                       
 
Long term debt
    456,276       472,717       463,292  
 
Obligations under capital lease
    881,068       945,717       898,490  
 
Other long term liabilities
    9,791       6,777       8,669  
 
Commitments and contingencies
                       
 
Equity
                       
 
Frontline Ltd. equity
    101,001       208,993       119,675  
 
Noncontrolling interest
    11,194       12,123       11,474  
 
Total equity
    112,195       221,116       131,149  
 
Total liabilities and equity
    1,583,665       1,819,483       1,688,221  

See accompanying notes that are an integral part of these condensed consolidated financial statements.

 
 

 

FRONTLINE LTD.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of $)
 
2013
Jan-Mar
   
2012
Jan-Mar
   
2012
Jan-Dec
 
 
OPERATING ACTIVITIES
                 
 
Net (loss) income
    (19,035 )     6,803       (83,775 )
 
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
                       
 
Depreciation and amortization
    26,269       29,534       115,388  
 
Unrealized foreign currency exchange (gain) loss
    (81 )     (5 )     (3 )
 
Gain on sale of assets and amortization of deferred gains (including securities)
    (8,364 )     (10,950 )     (16,813 )
 
Equity (gains) losses of associated companies
    (4,681 )     163       4  
 
Impairment loss on vessels
    -       -       32,042  
 
Gain on repurchase of convertible bond debt
    -       -       (4,600 )
 
Provision for doubtful debts
    133       -       5,370  
 
Other, net
    (66 )     (3,881 )     168  
 
Change in operating assets and liabilities
    (22,823 )     (8,119 )     20,793  
 
Net cash (used in) provided by operating activities
    (28,648 )     13,545       68,574  
                           
 
INVESTING ACTIVITIES
                       
 
Change in restricted cash
    16,410       14,042       13,060  
 
Additions to newbuildings, vessels and equipment
    (722 )     (565 )     (14,503 )
 
Finance lease payments received
    498       425       1,824  
 
Proceeds from sale of vessels and equipment
    8,443       10,174       10,619  
 
Net investment in associated companies
    (5,759 )     -       (13,298 )
 
Loan repaid by (to) associated company
    250       (250 )     (250 )
 
Net cash provided by (used in) investing activities
    19,120       23,826       (2,548 )
                           
 
FINANCING ACTIVITIES
                       
 
Repayment of long-term debt
    (5,694 )     (14,343 )     (24,921 )
 
Repayment of capital leases
    (12,886 )     (14,083 )     (64,068 )
 
Net cash used in financing activities
    (18,580 )     (28,426 )     (88,989 )
                           
 
Net (decrease) increase in cash and cash equivalents
    (28,108 )     8,945       (22,963 )
 
Cash and cash equivalents at start of period
    137,603       160,566       160,566  
 
Cash and cash equivalents at end of period
    109,495       169,511       137,603  

See accompanying notes that are an integral part of these condensed consolidated financial statements.


 
 

 

FRONTLINE LTD.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 
 
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in thousands of $ except number of shares)
 
2013
Jan-Mar
   
2012
Jan-Mar
   
2012
Jan-Dec
 
                     
 
NUMBER OF SHARES OUTSTANDING
                 
 
Balance at beginning and end of period
    77,858,502       77,858,502       77,858,502  
                           
 
SHARE CAPITAL
                       
 
Balance at beginning and end of period
    194,646       194,646       194,646  
                           
 
ADDITIONAL PAID IN CAPITAL
                       
 
Balance at beginning of period
    821       225,769       225,769  
 
Stock option expense
    90       322       821  
 
Transfer to contributed surplus
    -               (225,769 )
 
Balance at end of period
    911       226,091       821  
                           
 
CONTRIBUTED SURPLUS
                       
 
Balance at beginning of period
    474,129       248,360       248,360  
 
Transfer from additional paid in capital
    -       -       225,769  
 
Balance at end of period
    474,129       248,360       474,129  
                           
 
ACCUMULATED OTHER COMPREHENSIVE LOSS
                       
 
Balance at beginning of period
    (4,155 )     (4,779 )     (4,779 )
 
Other comprehensive (loss) income
    (9 )     512       624  
 
Balance at end of period
    (4,164 )     (4,267 )     (4,155 )
                           
 
RETAINED DEFICIT
                       
 
Balance at beginning of period
    (545,766 )     (463,012 )     (463,012 )
 
Net (loss) income
    (18,755 )     7,175       (82,754 )
 
Balance at end of period
    (564,521 )     (455,837 )     (545,766 )
                           
 
FRONTLINE LTD. EQUITY
    101,001       208,993       119,675  
                           
 
NONCONTROLLING INTEREST
                       
 
Balance at beginning of period
    11,474       12,495       12,495  
 
Net loss
    (280 )     (372 )     (1,021 )
 
Balance at end of period
    11,194       12,123       11,474  
                           
 
TOTAL  EQUITY
    112,195       221,116       131,149  

See accompanying notes that are an integral part of these condensed consolidated financial statements.

 
 

 

FRONTLINE LTD.
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 tankers. The Company's ordinary shares are listed on the New York Stock Exchange, the Oslo Stock Exchange and the London Stock Exchange.

2.
ACCOUNTING POLICIES

Basis of accounting
The condensed consolidated financial statements are prepared 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 consolidated financial statements, and should be read in conjunction with the Company's annual financial statements as at December 31, 2012.

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 consolidated financial statements for the year ended December 31, 2012.

3.      FAIR VALUE OF FINANCIAL INSTRUMENTS

Marketable securities of $1.4 million at March 31, 2013 (December 31, 2012: $1.2 million) are measured at fair value on a recurring basis. The fair value of marketable securities is based on the quoted market prices. This fair value falls within the "Level 1" category of ASC 820-10 being "measurements using quoted prices in active markets for identical assets or liabilities".

4.      DEBT

In January 2013, the Company sold $6.8 million of the Company's Windsor Petroleum Transport Corporation 7.84% Term Notes (the "Term Notes"), with maturity in January 2021, for proceeds of $4.5 million. The discount on issuance of $2.3 million is recorded as a reduction of debt and is being amortized over the period of the term notes.

The conversion price of the Company's convertible bonds at March 31, 2013 and December 31, 2012 was $36.5567.

5.      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 our principal shareholder, as the Company leases the majority of its vessels from Ship Finance and pays Ship Finance contingent rental expense and profit share based on the earnings of these vessels.

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.

In January 2013, the Company paid $6.0 million for 1,143,000 shares in a private placement by Frontline 2012 of 59 million new ordinary shares at a subscription price of $5.25 per share. Following the private placement, the Company's ownership in Frontline 2012 was reduced from 7.9% to 6.3%. The Company recognized a gain on the dilution of its ownership of $5.2 million in the first quarter of 2013 in "share of income (losses) from associated companies".

 
 

 


6.
COMMITMENTS AND CONTINGENCIES

As of March 31, 2013, the Company was committed to make newbuilding installments of $87.9 million with expected payment of $50.2 million in 2013 and $37.7 million in 2014.

7.
SUBSEQUENT EVENTS

At a special general meeting of shareholders held on May 8, 2013 our shareholders approved a decrease in the par value of our ordinary shares from $2.50 to $1.00 per share effective May 14, 2013.

In April 2013, the Company sold $1.7 million of the Company's Term Notes for proceeds of $1.0 million.

In May 2013, the Company sold $8.5 million of the Company's Term Notes for proceeds of $5.2 million.