-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UgnuRZ4l8FI9wc/IeUbzSYL7nts6uKnoBcaMNMYWMO7mv+EfhCNRXYdnuBS7nMJr 1mui0gACgwWVPGd0I7NYgw== 0001193125-04-157384.txt : 20040916 0001193125-04-157384.hdr.sgml : 20040916 20040916105701 ACCESSION NUMBER: 0001193125-04-157384 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040916 FILED AS OF DATE: 20040916 DATE AS OF CHANGE: 20040916 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TSAKOS ENERGY NAVIGATION LTD CENTRAL INDEX KEY: 0001166663 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31236 FILM NUMBER: 041033002 BUSINESS ADDRESS: STREET 1: 367 SYNGROU AVENUE CITY: ATHENS STATE: J3 ZIP: 00000 MAIL ADDRESS: STREET 1: 367 SYNGROU AVE 175 64 CITY: ATHENS STATE: J3 ZIP: 00000 6-K 1 d6k.htm FORM 6-K Form 6-K

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 August, 2004

 

Commission File Number 001-3136

 


 

TSAKOS ENERGY NAVIGATION LIMITED

(Translation of registrant’s name into English)

 


 

367 Syngrou Avenue, 175 64 P. Faliro, Athens, Greece

(Address of principal executive office)

 


 

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):     

 

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):     

 

Indicate by check mark whether the registrant by furnishing the information contained in the 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-                .

 

This document contains 18 pages. The exhibit index is located on page 2.

 



EXHIBIT INDEX

 

99.1 Selected Consolidated Financial and Other Data and Financial and Other Data by Fleet (Unaudited) for the Three Months ended June 30, 2004

 

99.2 Consolidated Financial Statements (Unaudited), June 30, 2004

 

99.3 Management’s Discussion and Analysis of Financial Condition and Results of Operations


This report on Form 6-K is hereby incorporated by reference into the following Registration Statements of the Company:

 

Registration Statement on Form F-3 (No. 333-110495) filed with the SEC on November 14, 2003;

 

Registration Statement on Form F-3 (No. 333-111615) filed with the SEC on December 30, 2003;

 

Registration Statement on Form S-8 (No. 333-104062) filed with the SEC on March 27, 2003; and

 

Registration Statement on Form S-8 (No. 333-102860) filed with the SEC on January 31, 2003.


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.

 

Date: September 16, 2004

 

TSAKOS ENERGY NAVIGATION LIMITED

By:

 

/s/ Nikolas P. Tsakos


   

Nikolas P. Tsakos

   

President

EX-99.1 2 dex991.htm SELECTED CONSOLIDATED FINANCIAL Selected Consolidated Financial

Exhibit 99.1

 

TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

Selected Consolidated Financial and Other Data (Unaudited)

(In Thousands of U.S. Dollars, except share, per day and fleet data)

 

    

Three months ended

June 30

   

Six months ended

June 30

 
     2004

    2003

    2004

    2003

 

STATEMENT OF INCOME DATA

                                

Revenue from vessels

   $ 66,362     $ 64,490     $ 149,385     $ 122,728  

Revenue from vessels, net

     63,669       61,522       143,193       117,201  
    


 


 


 


Voyage expenses

     15,419       15,611       32,435       29,756  

Vessel operating expenses

     12,338       11,941       26,006       21,927  

Depreciation

     8,911       8,116       17,603       15,555  

Amortization of deferred drydocking charges

     2,413       2,291       4,787       4,033  

Provision for doubtful receivables

     —         —         244       —    

Management fees

     1,260       1,095       2,505       2,100  

General & Administrative expenses

     709       394       1,278       834  
    


 


 


 


Operating income

     22,620       22,074       58,334       42,996  
    


 


 


 


Interest and finance costs, net

     (2,103 )     (3,265 )     (5,257 )     (6,278 )

Interest income

     100       115       181       209  

Foreign currency losses

     (2 )     (115 )     (47 )     (206 )

Share of profits of joint-venture

     —         300       —         664  

Amortization of deferred gain on sale of vessels

     792       —         1,584       —    

Gain on sale of vessels

     8,755       —         8,755       —    

Other income/(expense)

     —         (410 )     —         (611 )
    


 


 


 


Net income

   $ 30,161     $ 18,699     $ 63,550     $ 36,774  
    


 


 


 


Earnings per share, basic

   $ 1.62     $ 1.09     $ 3.55     $ 2.15  

Earnings per share, diluted

   $ 1.62     $ 1.08     $ 3.54     $ 2.14  

Weighted average number of shares outstanding

                                

Basic

     18,592,171       17,230,855       17,893,298       17,119,850  

Diluted

     18,634,881       17,264,890       17,955,188       17,153,885  

 

     June 30
2004


    December 31
2003


 

BALANCE SHEET DATA

                

Cash and cash equivalents

     94,699       86,813  

Current assets, including cash

     131,724       116,971  

Advances for vessels

     81,375       33,420  
    


 


Vessels at cost

     848,948       800,870  

Accumulated Depreciation

     (163,286 )     (146,208 )
    


 


Vessels’ Net Book Value

     685,662       654,662  

Deferred charges

     17,930       20,454  
    


 


Total assets

   $ 916,691     $ 825,507  
    


 


Current portion of long-term debt

     44,753       41,602  

Current liabilities, including current portion of long-term debt

     84,337       83,463  

Long-term debt, net of current portion

     363,644       411,018  

Deferred income, net of current portion

     14,457       16,457  

Total stockholders’ equity

     454,253       314,569  
    


 


Total liabilities and stockholders’ equity

   $ 916,691     $ 825,507  
    


 


 

    

Three months ended

June 30

   

Six months ended

June 30

 
    

2004


    2003

    2004

    2003

 

OTHER FINANCIAL DATA

                                   

Net cash from operating activities

   $    23,400     $ 29,908     $ 66,954     $ 47,705  

Net cash used in investing activities

   $    (3,676 )   $ (32,585 )   $ (87,475 )   $ (126,034 )

Net cash from/(used in) financing activities

   $    (4,516 )   $ 14,144     $ 28,406     $ 93,142  

FLEET DATA

                                   

Vessel overhead costs per ship per day

   $    783     $ 645     $ 751     $ 662  

Average number of vessels during period

        27.6       25.4       27.7       24.5  

Number of vessels at end of period

        27.0       26.0       27.0       26.0  

Average age of fleet at end of period

   Years    7.0       6.5       7.0       6.5  

Dwt at end of period (in thousands)

        2,919.9       2,538.6       2,919.9       2,538.6  

Time charter employment

   Days    1,372       888       2,561       1,643  

Period employment (pool and coa) at market rates

   Days    546       387       1,128       837  

Spot voyage employment at market rates

   Days    547       905       1,207       1,656  
    
  

 


 


 


Total operating days

        2,465       2,180       4,896       4,136  

Total available days

        2,514       2,307       5,035       4,432  

TCE per ship per day

   $    23,504     $ 24,174     $ 26,744     $ 24,333  

Operating expenses per ship per day

   $    5,723     $ 5,865     $ 5,993     $ 5,627  


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

 

FINANCIAL AND OTHER DATA BY FLEET (Unaudited)

 

     Three Months Ended June 30, 2004

 
Vessel Type         VLCC     Suezmax     Aframax     Panamax     Product carriers  

Average number of vessels

        2.0     4.0     10.0     7.6     4.0  

Number of vessels at end of period

        2.0     4.0     10.0     7.0     4.0  

Dwt at end of period (in thousands)

   Dwt    600.9     657.2     1,020.7     478.2     162.9  

Percentage of total fleet

        20.5 %   22.5 %   35.0 %   16.4 %   5.6 %

Average age at end of period

   Years    8.2     1.8     8.1     6.7     18.2  

TCE per ship per day

   $    45,218     25,450     23,460     21,658     13,865  

Operating expenses per ship per day

   $    7,920     5,756     5,809     5,462     5,462  

 

     Six Months Ended June 30, 2004

Vessel Type   

VLCC

   Suezmax    Aframax    Panamax    Product carriers

Average number of vessels

     1.9    4.0    10.0    7.8    4.0

TCE per ship per day

   $ 48,713    26,383    28,549    25,691    14,480

Operating expenses per ship per day

   $ 8,108    6,120    6,226    5,651    5,778

 

     Three Months Ended June 30, 2004

 
     Newbuildings     VLCC
2004
    Acquired
(pre-1997)
    Combined  

Average number of vessels

     16.0       1.0       10.6       27.6  

Percentage of total fleet in dwt at end of period

     68 %     10 %     22 %     100 %

Average age at end of period (years)

     3.3       10.5       17.1       7.0  

Utilization in period

     100.0 %     100.0 %     94.9 %     98.1 %

TCE per ship per day

   $ 25,596     $ 54,935     $ 17,070     $ 23,504  

Operating expenses per ship per day

   $ 5,516     $ 7,920     $ 5,722     $ 5,723  

Revenue from vessels, net ($ thousand)

   $ 40,801     $ 5,840     $ 17,028     $ 63,669  

Net income, excluding gain on sale - ($ thousand)

   $ 15,276     $ 3,097     $ 3,694     $ 22,067  

Gain on sale of vessels

                             8,755  

Holding and dormant companies

                             (661 )
                            


Total net income

                             30,161  
                            


 

     Six Months Ended June 30, 2004

 
     Newbuildings     VLCC
2004
    Acquired
(pre-1997)
    Combined  

Average number of vessels

     16.0       0.9       10.8       27.7  

Utilization in period

     98.9 %     100.0 %     94.5 %     97.2 %

TCE per ship per day

   $ 28,356     $ 64,228     $ 21,123     $ 26,744  

Operating expenses per ship per day

   $ 5,616     $ 8,108     $ 6,233     $ 5,993  

Revenue from vessels, net ($ thousand)

   $ 88,516     $ 11,719     $ 42,958     $ 143,193  

Net income, excluding gain on sale—($ thousand)

   $ 36,498     $ 6,613     $ 12,844     $ 55,955  

Gain on sale of vessels

                             8,755  

Holding and dormant companies

                             (1,160 )
                            


Total net income

                             63,550  
                            


 

Newbuildings include all vessels specifically constructed for TEN. These represent all additions to the fleet since 1997.

Vessels acquired includes the VLCC La Madrina for 2004.

TCE represents gross freight revenue less voyage expenses (excluding any charter-in costs). Commission is not deducted.

TCE rate given for the the VLCC Millennium, which is chartered out on a bare-boat basis, takes into account a notional operating cost per day.


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

FOR THE THREE MONTHS ENDED JUNE 30, 2004 AND 2003

(Expressed in thousands of U.S. Dollars - except per share data)

 

    

Three months ended

June 30,


 
     2004

    2003

 

REVENUES:

                

Revenue from vessels

   $ 66,362     $ 64,490  

Commissions

     (2,693 )     (2,968 )
    


 


Revenue from vessels, net

     63,669       61,522  
    


 


EXPENSES:

                

Voyage expenses

     15,419       15,611  

Vessel operating expenses

     12,338       11,941  

Depreciation

     8,911       8,116  

Amortization of deferred charges

     2,413       2,291  

Management fees

     1,260       1,095  

General and administrative expenses

     709       394  
    


 


Operating income

     22,620       22,074  
    


 


OTHER INCOME (EXPENSES):

                

Interest and finance costs, net

     (2,103 )     (3,265 )

Interest income

     100       115  

Foreign currency losses

     (2 )     (115 )

Share of profits of joint-venture

     —         300  

Amortization of deferred gain on sale of vessels

     792       —    

Gain on sale of vessels

     8,755       —    

Other, net

     —         (410 )
    


 


Total other income (expenses), net

     7,542       (3,375 )
    


 


Net Income

   $ 30,161     $ 18,699  
    


 


Earnings per share, basic

   $ 1.62     $ 1.09  
    


 


Earnings per share, diluted

   $ 1.62     $ 1.08  
    


 


Weighted average number of shares, basic

     18,592,171       17,230,855  
    


 


Weighted average number of shares, diluted

     18,634,881       17,264,890  
    


 


EX-99.2 3 dex992.htm CONSOLIDATED FINANCIAL STATEMENTS Consolidated Financial Statements

Exhibit 99.2

 

TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003

(Expressed in thousands of U.S. Dollars - except per share data)

 

    

Six months ended

June 30,


 
     2004

    2003

 

REVENUES:

                

Revenue from vessels

   $ 149,385     $ 122,728  

Commissions

     (6,192 )     (5,527 )
    


 


Revenue from vessels, net

     143,193       117,201  
    


 


EXPENSES:

                

Voyage expenses

     32,435       29,756  

Vessel operating expenses

     26,006       21,927  

Depreciation

     17,603       15,555  

Amortization of deferred charges

     4,787       4,033  

Provision for doubtful receivables

     244       —    

Management fees

     2,505       2,100  

General and administrative expenses

     1,278       834  
    


 


Operating income

     58,334       42,996  
    


 


OTHER INCOME (EXPENSES):

                

Interest and finance costs, net

     (5,257 )     (6,278 )

Interest income

     181       209  

Foreign currency losses

     (47 )     (206 )

Share of profits of joint-venture

     —         664  

Amortization of deferred gain on sale of vessels

     1,584       —    

Gain on sale of vessels

     8,755       —    

Other, net

     —         (611 )
    


 


Total other income (expenses), net

     5,216       (6,222 )
    


 


Net Income

   $ 63,550     $ 36,774  
    


 


Earnings per share, basic

   $ 3.55     $ 2.15  
    


 


Earnings per share, diluted

   $ 3.54     $ 2.14  
    


 


Weighted average number of shares, basic

     17,893,298       17,119,850  
    


 


Weighted average number of shares, diluted

     17,955,188       17,153,885  
    


 


 


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

JUNE 30, 2004 and DECEMBER 31, 2003

(Expressed in thousands of U.S. Dollars - except per share data)

 

    

June 30,

2004


    December 31,
2003


 
     (Unaudited)        

ASSETS

              

CURRENT ASSETS:

              

Cash and cash equivalents

   $ 94,699     86,813  
    


 

Receivables-

              

Trade accounts receivable, net

     11,998     13,401  

Insurance claims

     2,732     2,749  

Due from related companies

     5,465     3,836  

Advances and other

     7,946     5,586  
    


 

       28,141     25,572  
    


 

Financial instruments - Fair value

     2,767     —    

Inventories

     3,611     3,381  

Prepaid insurance and other

     2,506     1,205  
    


 

Total current assets

     131,724     116,971  
    


 

FIXED ASSETS:

              

Advances for vessels under construction

     81,375     33,420  
    


 

Vessels

     848,948     800,870  

Accumulated depreciation

     (163,286 )   (146,208 )
    


 

Vessels’ Net Book Value

     685,662     654,662  
    


 

Total fixed assets

     767,037     688,082  
    


 

DEFERRED CHARGES, net

     17,930     20,454  
    


 

Total assets

   $ 916,691     825,507  
    


 

LIABILITIES AND STOCKHOLDERS’ EQUITY

              

CURRENT LIABILITIES:

              

Current portion of long-term debt

   $ 44,753     41,602  

Accounts payable-

              

Trade

     16,573     15,609  

Due to related companies

     157     3,326  

Other

     1,715     1,825  
    


 

       18,445     20,760  
    


 

Accrued liabilities

     8,768     6,112  

Accrued bank interest

     2,984     2,276  

Financial instruments - Fair value

     2,699     5,097  

Unearned revenue

     2,683     3,611  

Deferred income, current portion

     4,005     4,005  
    


 

Total current liabilities

     84,337     83,463  
    


 

LONG-TERM DEBT, net of current portion

     363,644     411,018  
    


 

DEFERRED INCOME, net of current portion

     14,457     16,457  
    


 

STOCKHOLDERS’ EQUITY:

              

Common stock, $ 1.00 par value;40,000,000 shares authorized at June 30, 2004 and December 31, 2003 ; 20,132,006 and 17,151,623 issued and outstanding at June 30, 2004 and December 31, 2003, respectively.

     20,132     17,152  

Additional paid-in capital

     282,079     203,631  

Other comprehensive income/(loss)

     1,906     (1,431 )

Retained earnings

     150,136     95,217  
    


 

Total stockholders’ equity

     454,253     314,569  
    


 

Total liabilities and stockholders’ equity

   $ 916,691     825,507  
    


 

 


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

FOR THE SIX MONTHS AND THREE MONTHS ENDED JUNE 30, 2004 AND 2003

(Expressed in thousands of U.S. Dollars)

 

    

Six months ended

June 30,


    Three months ended
June 30,


 
     2004

    2003

    2004

    2003

 

Cash Flows from Operating Activities:

                                

Net income

   $ 63,550     $ 36,774     $ 30,161     $ 18,699  

Adjustments to reconcile net income to net cash provided by operating activities:

                                

Gain on sale of vessels

     (8,755 )     —         (8,755 )     —    

Depreciation

     17,603       15,555       8,911       8,116  

Amortization of deferred dry-docking costs

     4,787       4,033       2,413       2,290  

Amortization of loan fees

     193       183       103       102  

Amortization of deferred income

     (2,000 )     (419 )     (994 )     (209 )

Change in fair value of financial instruments

     (1,828 )     (2,255 )     (664 )     (737 )

Share of profits of joint venture

     —         (664 )     —         (300 )

Payments for dry-docking

     (2,616 )     (6,801 )     (2,220 )     (1,908 )

(Increase) Decrease in:

                                

Receivables

     (2,569 )     (3,156 )     (4,765 )     3,038  

Inventories

     (230 )     (2,085 )     342       876  

Prepayments and other

     (1,301 )     (215 )     114       (372 )

Increase (Decrease) in:

                                

Accounts payable

     (2,315 )     2,262       (1,691 )     (4,653 )

Accrued liabilities

     3,364       3,000       1,804       3,696  

Unearned revenue

     (928 )     1,493       (1,359 )     1,270  
    


 


 


 


Net Cash from Operating Activities

     66,954       47,705       23,400       29,908  
    


 


 


 


Cash Flows from Investing Activities:

                                

Advances for vessels under construction

     (56,038 )     (11,005 )     (21,522 )     (7,297 )

Vessel acquisitions and/or improvements

     (70,344 )     (118,212 )     (21,061 )     (28,484 )

Payments for investment in joint venture

     —         (17 )     —         (4 )

Proceeds from sale of vessels

     38,907       —         38,907       —    

Restricted cash for performance guarantee

     —         3,200       —         3,200  
    


 


 


 


Net Cash used in Investing Activities

     (87,475 )     (126,034 )     (3,676 )     (32,585 )
    


 


 


 


Cash Flows from Financing Activities:

                                

Proceeds from long-term debt

     40,000       108,360       —         26,000  

Exercise of stock options

     1,228       2,844       0       2,844  

Financing costs

     (169 )     (604 )     (0 )     (80 )

Payments of long-term debt

     (84,222 )     (13,356 )     (76,085 )     (10,882 )

Repurchase and cancellation of common stock

     —         (646 )     —         (282 )

Proceeds from public offering, net of related costs

     80,200       —         80,200       —    

Cash dividend

     (8,631 )     (3,456 )     (8,631 )     (3,456 )
    


 


 


 


Net Cash from/(used in) Financing Activities

     28,406       93,142       (4,516 )     14,144  
    


 


 


 


Net increase in cash and cash equivalents

     7,886       14,813       15,208       11,467  

Cash and cash equivalents at beginning of period

     86,813       39,674       79,491       43,020  
    


 


 


 


Cash and cash equivalents at end of period

   $ 94,699     $ 54,487     $ 94,699     $ 54,487  
    


 


 


 



TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2002, 2003 AND SIX MONTHS ENDED JUNE 30, 2004

(Expressed in thousands of U.S. Dollars - except per share data)

 

        Comprehensive
Income (Loss)


    Common
Stock


    Additional
Paid-in
Capital


    Retained
Earnings


    Accumulated
Other
Comprehensive
Income (Loss)


    Total
Stock-
Holders’
Equity


 

BALANCE, January 1, 2001

          $ 9,629     $ 108,603     $ 52,836     $ —         171,068  

Net income

    3,894                       3,894               3,894  

-

  Issuance of common stock             7,350       102,900                       110,250  

-

  Expenses related to the issuance of common stock                     (9,868 )                     (9,868 )

-

  Issuance of common stock on acquisition of shares in LauriTen Ltd.             217       3,033                       3,250  

-

  Repurchase and cancellation of common stock ( 172,800 shares)             (173 )     (1,806 )                     (1,979 )

-

  Cash dividends declared and paid ($0.50 per share)                             (8,542 )             (8,542 )

-

  Fair value of financial instruments     (629 )                             (629 )     (629 )
       


                                       

Comprehensive income

  $ 3,265                                          
       


                                       
               


 


 


 


 


BALANCE, December 31, 2002

          $ 17,023     $ 202,862     $ 48,188     $ (629 )   $ 267,444  
               


 


 


 


 


Net income

    59,052                       59,052               59,052  

-

  Exercise of stock options             269       2,421                       2,690  

-

  Repurchase and cancellation of common stock ( 140,100 shares)             (140 )     (1,652 )                     (1,792 )

-

  Cash dividends declared and paid ($ 0.70 per share)                             (12,023 )             (12,023 )

-

  Fair value of financial instruments     (802 )                             (802 )     (802 )
       


                                       

Comprehensive income

  $ 58,250                                          
       


                                       
               


 


 


 


 


BALANCE, December 31, 2003

          $ 17,152     $ 203,631     $ 95,217     $ (1,431 )   $ 314,569  
               


 


 


 


 


Net income

    63,550       —         —         63,550               63,550  

-

  Issuance of common stock             2,875       78,143                       81,018  

-

  Expenses related to the issuance of common stock                     (818 )                     (818 )

-

  Exercise of stock options             105       1,123                       1,228  

-

  Cash dividends declared and paid ($0.50 per share)                             (8,631 )             (8,631 )

-

  Fair value of financial instruments     3,337                               3,337       3,337  
       


                                       

Comprehensive income

  $ 66,887                                          
       


                                       
               


 


 


 


 


BALANCE, June 30, 2004

          $ 20,132       282,079       150,136       1,906       454,253  
               


 


 


 


 


EX-99.3 4 dex993.htm MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL Management's Discussion and Analysis of Financial

Exhibit 99.3

 

TSAKOS ENERGY NAVIGATION LIMITED

 

THREE MONTHS ENDED JUNE 30, 2004

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Three months ended June 30, 2004 versus three months ended June 30, 2003

 

Revenue from vessels, net. Net revenue from vessels (freight less brokerage commission) was $63.7 million during the quarter ended June 30, 2004 as compared to $61.5 million during the quarter ended June 30, 2003, an increase of 3.5%. The number of available days increased by 9% due to an increase in the number of vessels from an average of 25.4 vessels in the second quarter 2003 to an average of 27.6 vessels in the second quarter 2004. However, 484 more days were employed in time charters than the equivalent period, which earn a stable but lower rate than spot related charters. Nevertheless, the quarter was unexpectedly buoyant in terms of rates, due to continued demand from the Far East and increases in oil supply.

 

The average time charter equivalent rate per vessel for the quarter was $23,504 per day, compared to $24,174 for the previous year. All tanker categories achieved good rates as follows - VLCCs earned an average $45,218 ($35,500), Suezmaxes $25,450 ($32,517), Aframaxes $23,460 ($23,099), Panamaxes $21,658 ($24,373), and Product Carriers $13,865 ($11,572). Suezmax rates were reduced because during the second quarter of 2003, three of the four new Suezmaxes were earning high spot rates, while the same three vessels were earning time charter rates in 2004.

 

The VLCC La Madrina, which was acquired in January, continued operating in the spot market still earning relatively high rates for a second quarter. In all, the vessel achieved an average TCE of $54,935 during the quarter, representing $5.8 million or 9% of the total net revenue of the Company.

 

The additional contribution to net revenue in the second quarter 2004 of those vessels that were delivered during or after the second quarter of 2003 was $6.1 million, nearly 10% of total net revenue.

 

Total productivity achieved by the fleet in the second quarter 2004 was 98.1%, compared to 94.5% for the second quarter of 2003. The Aframax Tamyra, completed its dry dockings in April losing a further 17 days trading. In the same quarter last year, three vessels were at some stage undergoing survey related dry docking repairs.

 

Commissions. Commissions were $2.7 million, or 4.1% of revenue from vessels, during the quarter ended June 30, 2004, compared to $3.0 million, which was 4.6% of revenue from vessels, for the quarter ended June 30, 2003. The decrease was due to changes in employment of three vessels to where only one broker was required, and to the increased employment of vessels in pool operations under which direct commission payable is lower.


Voyage expenses. Voyage expenses include costs that are directly related to a voyage, such as port charges, canal dues and bunker (fuel) costs. They are borne by the Company in the case of spot market single voyages or for voyages under contract of affreightment. Otherwise, in the case of time and bare-boat charters they are borne by the charterer. For vessels trading under a pool arrangement, allocation of revenue to pool members is determined after accounting for total voyage expenses by the pool managers. Voyage expenses were $15.4 million during the quarter ended June 30, 2004, compared to $15.6 million during the prior year, a 1.2% increase. However, total operating days on spot charter and contract of affreightment actually decreased from 1,163 days in the second quarter of 2003 to 820 days in the second quarter of 2004, a 42% decrease. Bunker prices were at comparable levels to the previous year’s period.

 

Total voyage expenses did not decrease in line with operating days in which voyage expenses are incurred because of the impact of charter-in rates on the two suezmaxes that were sold and leased back as the Cape Baker and Cape Balboa in the fourth quarter of 2003. Charter-in freight is accounted for as a voyage expense. The cost of chartering in the two suezmaxes amounted to $4.1 million in the second quarter, 2004. In the previous year’s quarter, there was a $1 million cost of chartering in the product carrier Capella, which was released in September 2003. In both quarters, the charter-in costs for the Olympia were approximately $1.9 million.

 

Vessel operating expenses. Vessel operating expenses include crew costs, maintenance repairs and spares, stores, lubricants, insurance and sundry expenses such as tonnage tax, registration fees, and communications costs. They are borne by the Company for all vessels of the fleet except for the one vessel on bare-boat charter (Millennium), and the three vessels which are chartered-in (Cape Baker, Cape Balboa and Olympia). Total operating costs were $12.3 million during the quarter ended June 30, 2004 as compared to $11.9 million during quarter ended June 30, 2003, an increase of 3.3%. However, there was an increase in operating days of approximately 285 days or 14%, over the previous year, in vessels bearing operating expenses, which is equivalent to almost 3.1 vessels. In effect, therefore, there was a decrease in operating expenses per vessel during the period.

 

Vessel operating expenses per ship per day for the fleet actually decreased from $5,865 for the quarter ended June 30, 2003 to $5,723 for the quarter ended June 30, 2004, a 2% decrease, despite the continued pressure of the fall in value of the dollar against the Euro over the year, which especially impacted the cost of crew. There has been a marked reduction in spares and maintenance costs compared to the preceding quarters, when expenditure was particularly high, especially with regard to the older vessels. There has been a specific effort to bring operating costs on these vessels to more manageable levels, but this required expense to achieve economies. The impact of the newly delivered cost effective vessels, especially the recently acquired panamaxes, has had a beneficial effect.

 

Depreciation. Depreciation was $8.9 million during the quarter ended June 30, 2004, compared to $8.1 million during the quarter ended June 30, 2003, an increase of 9.8%, due primarily to the addition of four new vessels between the middle of the second quarter of 2003 to the middle of the second quarter 2004. This was set off by the sale of the aforementioned suezmaxes in the fourth quarter 2003, which are now operating as chartered-in vessels.

 

2


Amortization of deferred charges. We amortize the cost of drydocking and special surveys over the period to the next special survey and this amortization is included as part of the normal costs we incur in connection with the operation of our vessels. During the quarter ended June 30, 2004, amortization of deferred drydocking charges was $2.4 million as compared to $2.3 million during the quarter ended June 30, 2003, an increase of 5.3 %, due to seven vessels undergoing dry-docking between the second quarter of 2003 to the second quarter of 2004 at a total cost of approximately $11 million, giving rise to extra quarterly amortization of $0.5 million, less amortization periods ending for four vessels which were incurring amortization of deferred dry-dock charges amounting to $0.4 million per quarter.

 

Provision for doubtful receivables. There was no increase in the provision for doubtful receivables in either quarter.

 

Management fees. The Company pays to Tsakos Energy Management Ltd. fixed fees per vessel under a management agreement between the companies. Since January 1, 2002 all vessels (excluding temporarily chartered-in vessels) bear a management fee of $15,000 per month, of which $10,000 per month is payable to Tsakos Shipping and Trading S.A. for the technical management of the fleet. Management believes this to be a very competitive fee to pay for such services. The remaining $5,000 per vessel is retained by Tsakos Energy Management to cover the costs associated with the administration of Tsakos Energy Navigation Ltd. Management fees totaled $1.3 million during the quarter ended June 30, 2004, compared to $1.1 million for the quarter ended June 30, 2003, an increase of 15.1%, relating to the four vessels newly acquired since mid-second quarter 2003.

 

General and administrative expenses. G&A expenses consist primarily of professional fees, office supplies, investor relations, advertising costs, directors’ liability insurance, and travel-related expenses. General and administrative expenses were $0.7 million during the quarter ended June 30, 2004, compared to $0.4 million during the previous year quarter 2003, an increase of 79.9 % primarily due to additional expenditures relating to investor relations and the significant new requirements for legal and audit services as a result of new corporate governance regulations for public companies. The sum of these expenses, together with the management fees payable to Tsakos Energy Management Ltd., represents the overheads of the Company. On a per vessel basis, daily overhead costs were $783 for the second quarter of 2004, compared to $645 for the second quarter of 2003 and an average $734 for the year 2003.

 

Operating income. As a result of the reasons stated above, income from vessel operations was $22.6 million during the quarter ended June 30, 2004 versus $22.1 million during the quarter ended June 30, 2003, representing a 2.5% increase.

 

Interest and finance costs. Interest and finance costs were $2.1 million for the quarter ended June 30, 2004, compared to $3.3 million for the quarter ended June 30, 2003. Actual loan interest fell from $3.1 million to $2.8 million, an 11.3% decrease. Although total average bank loans were approximately $475.8 million for the second

 

3


quarter of 2004, compared to $474.7 million for the previous year quarter, a similar level, the average interest rate for the current quarter borne on the Company’s loans was approximately 2.36 %, compared to 2.53% for the second quarter of 2003. Interest due on the hedging swaps amounted to $0.4 million in the second quarter of 2004, although none was due in the second quarter of 2003.

 

There was a positive movement of $0.4 million in the fair value (mark-to-market) of the non-hedging interest rate swaps in the second quarter of 2004, which is accounted for through the income statement and is included in Interest and finance costs, compared to a negative movement of $0.4 million in the second quarter of 2003.

 

Capitalized interest in the second quarter of 2004 was $0.6 million, compared to $0.1 million in the previous year, due to the extra number of vessels under construction during the past year, offset by the modest decrease in average interest rates.

 

Interest income. Interest income was $0.1 million during the second quarter of 2004 and $0.1 million during the second quarter of 2003, despite much higher average bank deposits, because of lower time deposit interest rates in 2004 compared to 2003.

 

Foreign exchange losses. There were no significant foreign exchange losses in the second quarter of 2004 and approximately $0.1 million in the second quarter of 2003.

 

Share of profits of joint venture. The joint venture LauriTen Ltd. was terminated in August 2003. The share of net income due to TEN Ltd. from the joint venture for the quarter ended June 30, 2003 was $0.3 million.

 

Amortization of the deferred gain on the sale of vessels. The Company sold two suezmaxes in a sale and leaseback transaction in the fourth quarter of 2003. The total gain of $15.8 million has been deferred and is being amortized over the five year minimum charter period. The amortization of this gain amounted to $0.8 million for the second quarter of 2004.

 

Gain on sale of vessels. The Company sold two vessels during the quarter ended June 30, 2004. The newly-built product carrier Delos was sold on delivery to the Royal Australian navy for a price of $35.7 million. The book cost of the vessel including pre-delivery expenses was $26.7 million and sales costs amounted to $1.1 million, resulting in a net gain of $7.9 million. The Liberty, a single-hull panamax built in 1981, was sold for scrap purposes for $4.8 million. The net book value (including non-amortized deferred charges) of the vessel was $3.4 million. Associated sales costs were $0.5 million leaving a net profit of $0.9 million.

 

Other, net. There were no other costs or income in the period. For the second quarter of 2003, the Company incurred non-recurring charges amounting to $0.4 million relating to the investigation of companies for possible acquisition purposes.

 

As a result of the foregoing, net income for the quarter ended June 30, 2004 was $30.2 million, or $ 1.62 per share, basic, versus $1.09 per share, basic, during the quarter ended June 30, 2003, an increase of 61.3%.

 

4


Liquidity and capital resources

 

Liquidity requirements relate to servicing debt, funding the equity portion of investments in vessels, funding working capital and controlling fluctuations in cash flow. Net cash flow generated by continuing operations is the main source of liquidity. Additional sources, apart from raising equity, include proceeds from asset sales and borrowings, although all borrowing arrangements to date have specifically related to the acquisition of vessels.

 

We believe that, unless there is a major and sustained downturn in market conditions, our financial resources are sufficient to meet our liquidity needs through January 1, 2005, taking into account both our existing capital commitments and the minimum debt service requirements as defined by our bank loan covenants.

 

Working capital (non-restricted net current assets) amounted to approximately $47.4 million at June 30, 2004, compared to $7.8 million as at June 30, 2003. Total cash balances as at June 30, 2004 amounted to $94.7 million, compared to $58.3 million a year previously. Cash includes an amount on $15.0 million relating to three three-year cash investments of $5.0 million each.

 

Net cash provided by operating activities was $23.4 million in the quarter ended June 30, 2004, compared to $29.9 million in the previous year, a 21.8% decrease. Despite an increase in profits (excluding the gain on vessels sold), the decrease is due to more favorable movements in working capital constituents during the second quarter 2003, compared to the second quarter 2004.

 

Expenditure on dry-dockings is deducted from cash generated by operating activities. Total expenditure during the quarter on dry-dockings amounted to $2.2 million, compared to $1.9 million in the previous year’s quarter. Programmed expenditure on dry-dockings is much reduced due to the intensive survey repair program over the preceding two years. Only three vessels have been scheduled for dry-docking within 2004, of which one was completed during the first quarter. Work relating to the Tamyra commenced in the first quarter, but was completed in the second and most expenditure was incurred, therefore, in the second quarter. The panamax Bregen is scheduled for drydocking during the fourth quarter.

 

Net cash used in investing activities was $3.7 million for the quarter ended June 30, 2004, compared to $32.6 million for the quarter ended June 30, 2003. $21.1 million relates to the final installments payable on the acquisition of the Delos. A further $21.5 million was paid as installments as part of the newbuilding program. Against this expenditure an amount of $38.9 million was received as net sale proceeds on the sale of the Delos and the Liberty.

 

During the period between April 1, 2004 and June 30, 2004, the Company entered into a contract to construct an LNG carrier for a contracted price of $173.5 million, with a 10% first installment payable immediately on signing of the contract. Following the sale of the Delos, the total number of vessels on order remained at thirteen to be delivered between January 2005 and June 2007 with a total contract value of $652.5 million of which $78.5 million had been paid by June 30, 2004.

 

5


Net cash used in financing activities was $4.5 million in quarter ended June 30, 2004, compared to $14.1 million derived from financing activities in June 30, 2004. There were no new proceeds from new bank loans in the quarter, compared to proceeds of $26.0 million in the previous year’s quarter. On the contrary, there were repayments of $12.4 million, and a prepayment of $63.6 million relating to amounts drawn on a revolving credit facility which may be redrawn in accordance with the schedule of remaining available amounts at any time. Repayments in the second quarter of 2003 amounted to $10.9 million.

 

During the quarter ended June 30, 2004, the Company initiated a public offering by issuing 2,875,000 shares at $28.18 each, raising a net amount of $82.2 million. In the previous year’s quarter an amount of $2.8 million was raised from the exercise of share options. No options were exercised within the second quarter of 2004.

 

A final 50 cent dividend for the fiscal year 2003 was declared in February 2004 and was paid on April 29, 2004. The total amount paid was $8.6 million. The dividend policy of the Company is to pay, depending on cash availability and requirements, between 25% and 50% of the net income in any given year, payable in two installments, the first prior to the end of the year based on expected earnings and cash requirements, and the final portion in the early part of the following year based on final earnings and cash requirements. The first installment of the 2003 dividend, amounting to 50 cent per share was paid in November, 2003. During the second quarter of 2003, a 20 cent dividend was paid amounting to $3.5 million.

 

Total net debt outstanding decreased from $484 million at the beginning of the quarter to $408 million by the end of the quarter. The average debt to capital ratio was approximately 47% by June 30, 2004. Four new five-year interest rate swap were arranged during the quarter for a notional amount of $40 million, $24.5 million, $24.6 million and $23.6 million respectively. All meet hedging criteria and bring the total notional amount of loans covered to $374 million or 92% of the total, although the two remaining swaps which do not meet hedging criteria and cover a notional $100 million will expire in August 2004, bringing coverage down to approximately 70%.

 

6

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