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 March 2010
Commission
File Number: 000-49650
TORM
A/S
(Translation
of registrant's name into English)
Tuborg
Havnevej 18
DK-2900
Hellerup
Denmark
(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
Set forth herein as Exhibit 99.1 is a copy of Announcement No. 3 - 2010 issued by TORM A/S (the "Company") to The Copenhagen Stock Exchange on March 11, 2010.
Set forth
herein as Exhibit 99.2 is a copy of the Company's 2009 Annual Report to the
Shareholders.
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.
|
TORM
A/S
(registrant)
|
||
|
By:
|
/s/ Roland M. Andersen | |
|
Dated:
March 19, 2010
|
|
Name:
Roland M. Andersen
Title: Chief
Financial Officer/Acting Chief Executive
Officer
|
Exhibit
99.1
“TORM
posted a 2009 result in line with break-even expectations. High fleet
utilisation yielding above market earnings during the year combined with
substantial cost reductions contributed positively to earnings. In combination
with a fully funded order book the Company has improved its competitive position
further under difficult market conditions,” TORM’s CFO Roland M. Andersen
says.
|
·
|
Profit
before tax and extraordinary impairment loss totalled USD 1 million which
is in line with expectations. After an extraordinary impairment write-down
of USD 20 million relating to the Company’s 50% stake in FR8, loss before
tax amounted to USD 19 million.
|
|
·
|
In
2009, the Tanker Division’s earnings were negatively impacted by the
global recession and the resulting decline in global oil consumption as
well as the influx of a high number of new vessels. Effective utilisation
of TORM’s fleet in the second half secured earnings above the general
market average.
|
|
·
|
The
sale and delivery of four bulk carriers affected profit before tax
positively by USD 33 million. The sale of two bulk carriers in November
2009 at a total profit of USD 18 million will be taken to income in the
first quarter of 2010 upon delivery of the
vessels.
|
|
·
|
TORM’s
efficiency programme “Greater Efficiency Power” will in 2010, in line with
projections, reduce vessel operating costs by some 15% per vessel and
administrative expenses by some 20% compared to 2008. Annual cost savings
will materialise in the range of USD 50
million.
|
|
·
|
In
December 2009, TORM signed an agreement to finance six of the Company’s MR
newbuildings in the amount of USD 167 million. The vessels are planned for
delivery between 2010 and 2012. After the balance sheet date, TORM signed
an additional agreement on 1 February 2010 to finance six other MR
newbuildings in the amount of USD 170 million. TORM’s cash and unutilised
loan facilities hereafter amounted to USD 700
million.
|
|
·
|
Remaining
installments relating to TORM’s order book as of 31 December 2009 amounted
to USD 455 million, which is fully
funded.
|
|
·
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As
of 31 December 2009, equity amounted to USD 1,247 million (DKK 6,472
million), corresponding to USD 18 per share (DKK 93) excluding treasury
shares, giving TORM an equity ratio of
38.6%.
|
|
·
|
TORM
calculates the long-term earnings potential of its fleet based on
discounted expected future cash flows in accordance with IFRS. The
calculated value of the fleet as of 31 December 2009 supports book
values.
|
|
·
|
In
2009, TORM strengthened the Company’s CSR strategy and defined ambitious
goals for reduction of CO2
emissions going forward. The Company signed the UN Global Compact during
2009 and a global CSR organisation has been
established.
|
|
·
|
As
of 31 December 2009, 31% of the earning days in the Tanker Division for
2010 had been covered at a rate of USD/day 18,989 and 71% of the earning
days in the Bulk Division at a rate of USD/day
18,100.
|
|
·
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As
of 1 April 2010, Jacob Meldgaard will take over the position as CEO as
previously announced.
|
|
·
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For
the full year 2010, TORM forecasts a loss before tax of USD 15-60 million.
The outlook is subject to considerable
uncertainty.
|
|
·
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The
Board of Directors recommends, subject to approval at the Annual General
Meeting, that no dividend will be distributed for the year
2009.
|
|
Contact
|
TORM
A/S
Tuborg
Havnevej 18
DK-2900
Hellerup, Denmark
|
Telephone:
+45 39 17 92 00
Mikael
Skov, CEO
Roland
M. Andersen, CFO
|
| ANNOUNCEMENT NO. 3-2010 | ||
| 11 MARCH 2010 | TORM – ANNUAL REPORT 2009 | 1/3 |
|
USD
million
|
2009
|
2008
|
2007
|
2006
|
2005
|
|
INCOME
STATEMENT
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|||||
|
Revenue
|
862
|
1,184
|
774
|
604
|
586
|
|
Time
charter equivalent earnings (TCE)
|
633
|
906
|
604
|
454
|
464
|
|
Gross
profit
|
243
|
538
|
334
|
270
|
315
|
|
EBITDA
|
203
|
572
|
288
|
301
|
351
|
|
Operating
profit (EBM
|
50
|
446
|
199
|
242
|
303
|
|
Financial
items
|
-69
|
-86
|
605
|
-1
|
-4
|
|
Profit/(loss)
before tax
|
-19
|
360
|
804
|
241
|
299
|
|
Net
profit for the year
|
-17
|
361
|
792
|
235
|
299
|
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BALANCE
SHEET
|
|||||
|
Non-current
assets
|
2,944
|
2,913
|
2,703
|
1,970
|
1,528
|
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Total
assets
|
3,227
|
3,317
|
2,959
|
2,089
|
1,810
|
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Equity
|
1,247
|
1,279
|
1,081
|
1,281
|
905
|
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Total
liabilities
|
1,981
|
2,038
|
1,878
|
808
|
905
|
|
Invested
capital
|
2,926
|
2,822
|
2,618
|
1,300
|
1,176
|
|
Net
interest bearing debt
|
1,683
|
1,550
|
1,548
|
663
|
632
|
|
Cash
and cash equivalents
|
122
|
168
|
105
|
32
|
157
|
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CASH
FLOW
|
|||||
|
From
operating activities
|
116
|
385
|
188
|
232
|
261
|
|
From
investing activities
|
-199
|
-262
|
-357
|
-118
|
-473
|
|
thereof investment in tangible fixed assets
|
-289
|
-378
|
-252
|
-246
|
-636
|
|
From
financing activities
|
37
|
-59
|
242
|
-239
|
303
|
|
Total
Net cash flow
|
-46
|
63
|
73
|
-125
|
91
|
|
KEY
FINANCIAL FIGURES *)
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|||||
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Gross
margins:
|
|||||
|
TCE
|
73.4%
|
76.5%
|
78.0%
|
75.2%
|
79.2%
|
|
Gross profit
|
28.2%
|
45.4%
|
43.2%
|
44.7%
|
53.8%
|
|
EBITDA
|
23.5%
|
48.3%
|
37.2%
|
49.8%
|
59.9%
|
|
Operating profit
|
5.8%
|
37.7%
|
25.7%
|
40.1%
|
51.7%
|
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Return
on Equity (ROE)
|
-1.3%
|
30.6%
|
67.1%
|
21.5%
|
36.9%
|
|
Return
on Invested Capital (RoIC)**)
|
1.7%
|
16.4%
|
10.2%
|
19.5%
|
33.8%
|
|
Equity
ratio
|
38.6%
|
38.6%
|
36.5%
|
61.3%
|
50.0%
|
|
Exchange
rate USD/DKK, end of period
|
5.19
|
5.28
|
5.08
|
5.66
|
6.32
|
|
Exchange
rate USD/DKK, average
|
5.36
|
5.09
|
5.44
|
5.95
|
6.00
|
|
SHARE-RELATED KEY FIGURES
*)
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|||||
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Earnings
per share, EPS (USD)
|
-0.3
|
5.2
|
11.4
|
3.4
|
4.3
|
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Diluted
earnings per share, EPS (USD)
|
-0.2
|
5.2
|
11.4
|
3.4
|
4.3
|
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Cash
flow per share, CFPS (USD)
|
1.7
|
5.6
|
2.7
|
3.3
|
3.7
|
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Proposed
dividend per share (USD) ***)
|
0.00
|
0.76
|
0.89
|
1.02
|
1.82
|
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Proposed
dividend per share (DKK)
|
0.00
|
4.00
|
4.50
|
5.75
|
11.50
|
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Extraordinary
dividend per share (DKK)
|
0.00
|
4.50
|
27.50
|
0.00
|
0.00
|
|
Share
price in DKK, end of period (per share of DKK 5 each)
|
50.7
|
55.5
|
178.2
|
186.0
|
152.6
|
|
Number
of shares, end of period (mill.)
|
72.8
|
72.8
|
72.8
|
72.8
|
72.8
|
|
Number
of shares (excl. treasury shares), average (mill.)
|
69.2
|
69.2
|
69.2
|
69.4
|
69.7
|
|
*)
|
Key
figures are calculated in accordance with recommendations from the Danish
Society of Financial Analysts. The comparative figures are restated to
reflect the change in the denomination of the Company’s shares from DKK 10
per share to DKK 5 in May 2007.
|
|
**)
|
Return
on Invested Capital. Defined as: Operating profit divided by average
Invested capital, defined as average of beginning and ending balances of
(Shareholders’ equity plus Net interest bearing debt less Non-operating
assets).
|
|
***)
|
Proposed
dividend per share has been translated to USD using the USD/DKK exchange
rate at year end for the year in
question.
|
| ANNOUNCEMENT NO. 3-2010 | ||
| 11 MARCH 2010 | TORM – ANNUAL REPORT 2009 | 2/3 |
|
Safe
harbour Statement
|
Matters
discussed in this release may constitute forward-looking statements.
Forward-looking statements reflect our current views with respect to
future events and financial performance and may 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. The forward-looking statements
in this release are based upon various assumptions, many of which are
based, in turn, upon further assumptions, including without limitation,
Management’s examination of historical operating trends, data contained in
our records and other data available from third parties. Although TORM
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
our control, TORM cannot assure you that it will achieve or accomplish
these expectations, beliefs or projections.
Important
factors that, in our view, could cause actual results to differ materially
from those discussed in the forward looking statements include the
strength of world economies and currencies, changes in charter hire rates
and vessel values, changes in demand for “tonne miles” of oil carried by
oil tankers, the effect of changes in OPEC’s petroleum production levels
and worldwide oil consumption and storage, changes in demand that may
affect attitudes of time charterers to scheduled and unscheduled
dry-docking, changes in TORM’s operating expenses, including bunker
prices, dry-docking and insurance costs, changes in governmental rules and
regulations including requirements for double hull tankers or actions
taken by regulatory authorities, potential liability from pending or
future litigation, domestic and international political conditions,
potential disruption of shipping routes due to accidents and political
events or acts by terrorists. Risks and uncertainties are further
described in reports filed by TORM with the US Securities and Exchange
Commission, including the TORM Annual Report on Form 20-F and its reports
on Form 6-K.
Forward
looking statements are based on management’s current evaluation, and TORM
is only under obligation to update and change the listed expectations to
the extent required by law.
|
|
Teleconference
TORM
will host a telephone conference for financial analysts and investors on
11 March 2009 at 15:00 Copenhagen time (CET), reviewing the annual report
for 2009. The conference call will be hosted by CFO Roland M. Andersen and
will be conducted in English.
To
participate, please call 10 minutes before the conference on tel.: +45
3271 4607 (from Europe) or +1 877 491 0064 (from the USA). The
teleconference will also be webcast via TORM’s website www.torm.com. The
presentation material can be downloaded from the website.
|
|
|
About
TORM
|
TORM
is one of the world’s leading carriers of refined oil products as well as
a significant participant in the dry bulk market. The Company runs a fleet
of approximately 140 modern vessels, principally through a pooling
cooperation with other respected shipping companies who share TORM’s
commitment to safety, environmental responsibility and customer
service.
TORM
was founded in 1889. The Company conducts business worldwide and is
headquartered in Copenhagen, Denmark. TORM’s shares are listed on NASDAQ
OMX Copenhagen (ticker: TORM) and on NASDAQ in New York (ticker: TRMD).
For further information, please visit www.torm.com.
|
| ANNOUNCEMENT NO. 3-2010 | ||
| 11 MARCH 2010 | TORM – ANNUAL REPORT 2009 | 3/3 |