-----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, K01/JzpADlDK9KLDwyKLThqRzfq+omWeO3Nwv117DCgWUTJlwUtPels4EG5Y4A/o g4j2sAbjC2Sd0pXI3xgIIQ== 0001193125-04-205206.txt : 20041130 0001193125-04-205206.hdr.sgml : 20041130 20041130142430 ACCESSION NUMBER: 0001193125-04-205206 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20041130 FILED AS OF DATE: 20041130 DATE AS OF CHANGE: 20041130 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: 041174232 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 November, 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 17 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 Nine Months ended September 30, 2004
99.2   Consolidated Financial Statements (Unaudited), September 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: November 30, 2004

 

TSAKOS ENERGY NAVIGATION LIMITED

By:

 

/s/    Nikolas P. Tsakos


   

Nikolas P. Tsakos

   

President

EX-99.1 2 dex991.htm SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA Selected Consolidated Financial and Other Data

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

September 30


   

Nine months ended

September 30


 
     2004

    2003

    2004

    2003

 

STATEMENT OF INCOME DATA

                                

Revenue from vessels

   $ 74,889     $ 55,105     $ 224,274     $ 177,833  

Revenue from vessels, net

     71,838       52,453       215,031       169,654  
    


 


 


 


Voyage expenses

     18,642       17,036       51,077       46,792  

Vessel operating expenses

     12,906       12,718       38,912       34,645  

Depreciation

     8,920       8,771       26,524       24,326  

Amortization of deferred drydocking charges

     2,128       1,816       6,915       5,849  

Provision for doubtful receivables

     —         —         244       —    

Management fees

     1,440       1,155       3,945       3,255  

General & Administrative expenses

     764       468       2,042       1,302  
    


 


 


 


Operating income

     27,037       10,489       85,371       53,485  
    


 


 


 


Interest and finance costs, net

     (2,475 )     (2,557 )     (7,732 )     (8,835 )

Interest income

     136       90       316       299  

Foreign currency losses

     (21 )     (52 )     (68 )     (258 )

Share of profits of joint-venture

     —         (43 )     —         621  

Amortization of deferred gain on sale of vessels

     792       —         2,376       —    

Gain on sale of vessels

     —         —         8,755       —    

Other income/(expense)

     —         106       —         (504 )
    


 


 


 


Net income

   $ 25,468     $ 8,033     $ 89,018     $ 44,808  
    


 


 


 


Earnings per share, basic

   $ 1.26     $ 0.47     $ 4.77     $ 2.61  

Earnings per share, diluted

   $ 1.26     $ 0.47     $ 4.76     $ 2.60  

Weighted average number of shares outstanding

                                

Basic

     20,159,789       17,179,420       18,653,291       17,148,401  

Diluted

     20,189,589       17,205,637       18,702,704       17,205,598  
     September 30
2004


    December 31
2003


             

BALANCE SHEET DATA

                                

Cash and cash equivalents

     91,905       86,813                  
    


 


               

Current assets, including cash

     126,546       116,971                  

Advances for vessels

     107,658       33,420                  

Vessels at cost

     848,948       800,870                  

Accumulated Depreciation

     (172,206 )     (146,208 )                

Vessels’ Net Book Value

     676,742       654,662                  

Deferred charges

     15,704       20,454                  
    


 


               

Total assets

   $ 926,650     $ 825,507                  
    


 


               

Current portion of long-term debt

     42,369       41,602                  
    


 


               

Current liabilities, including current portion of long-term debt

     95,397       83,463                  

Long-term debt, net of current portion

     355,023       411,018                  

Deferred income, net of current portion

     13,454       16,457                  

Total stockholders’ equity

     462,776       314,569                  
    


 


               

Total liabilities and stockholders’ equity

   $ 926,650     $ 825,507                  
    


 


               

 

          Three months ended
September 30


    Nine months ended
September 30


 
          2004

    2003

    2004

    2003

 

OTHER FINANCIAL DATA

                                     

Net cash from operating activities

        $ 34,311     $ 17,742     $ 101,265     $ 65,421  

Net cash used in investing activities

        $ (26,283 )   $ (74,252 )   $ (113,758 )   $ (200,286 )

Net cash from/(used in) financing activities

        $ (10,821 )   $ 41,459     $ 17,585     $ 134,627  

FLEET DATA

                                     

Vessel overhead costs per ship per day

        $ 887     $ 657     $ 796     $ 660  

Average number of vessels during period

          27.0       26.9       27.4       25.3  

Number of vessels at end of period

          27.0       27.0       27.0       27.0  

Average age of fleet at end of period

   Years      7.3       6.3       7.3       6.3  

Dwt at end of period (in thousands)

          2,919.9       2,681.8       2,919.9       2,681.8  

Time charter employment

   Days      1,387       951       3,948       2,594  

Period employment (pool and coa) at market rates

   Days      490       496       1,618       1,333  

Spot voyage employment at market rates

   Days      553       788       1,760       2,444  
         


 


 


 


Total operating days

          2,430       2,235       7,326       6,371  

Total available days

          2,484       2,471       7,519       6,906  

TCE per ship per day

        $ 26,057     $ 17,919     $ 26,516     $ 21,475  

Operating expenses per ship per day

        $ 6,090     $ 5,778     $ 6,058     $ 5,668  


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

FINANCIAL AND OTHER DATA BY FLEET (Unaudited)

 

          Three Months Ended September 30, 2004

 
Vessel Type         VLCC

    Suezmax

    Aframax

    Panamax

    Product
carriers


 

Average number of vessels

          2.0     4.0     10.0     7.0     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      8.4     2.0     8.4     7.0     18.5  

TCE per ship per day

   $      55,069     26,210     27,330     22,819     13,963  

Operating expenses per ship per day

   $      9,529     6,170     5,940     5,739     6,135  
          Nine Months Ended September 30, 2004

 
Vessel Type         VLCC

    Suezmax

    Aframax

    Panamax

    Product
carriers


 

Average number of vessels

          1.9     4.0     10.0     7.5     4.0  

TCE per ship per day

        $ 50,958     26,181     28,136     24,795     14,304  

Operating expenses per ship per day

        $ 8,651     6,215     6,130     5,678     5,898  

 

     Three Months Ended September 30, 2004

 
     Newbuildings

    VLCC
2004


    Acquired
(pre-1997)


    Combined

 

Average number of vessels

     16.0       1.0       10.0       27.0  

Percentage of total fleet in dwt at end of period

     68 %     10 %     22 %     100 %

Average age at end of period (years)

     3.5       10.7       17.4       7.3  

Utilization in period

     99.1 %     100.0 %     97.1 %     97.8 %

TCE per ship per day

   $ 28,341     $ 74,638     $ 17,181     $ 26,057  

Operating expenses per ship per day

   $ 5,617     $ 9,565     $ 6,310     $ 6,090  

Revenue from vessels, net ($ thousand)

   $ 46,265     $ 8,069     $ 17,504     $ 71,838  

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

   $ 18,693     $ 4,450     $ 3,044     $ 26,187  

Gain on sale of vessels

                             0  

Holding and dormant companies

                             (719 )
                            


Total net income

                             25,468  
                            


     Nine Months Ended September 30, 2004

 
     Newbuildings

    VLCC
2004


    Acquired
(pre-1997)


    Combined

 

Average number of vessels

     16.0       0.9       10.5       27.4  

Utilization in period

     99.0 %     100.0 %     94.8 %     97.4 %

TCE per ship per day

   $ 28,351     $ 68,106     $ 19,858     $ 26,516  

Operating expenses per ship per day

   $ 5,680     $ 8,651     $ 6,258     $ 6,058  

Revenue from vessels, net ($ thousand)

   $ 134,780     $ 19,788     $ 60,462     $ 215,031  

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

   $ 55,191     $ 11,063     $ 15,888     $ 82,142  

Gain on sale of vessels

                             8,755  

Holding and dormant companies

                             (1,879 )
                            


Total net income

                             89,018  
                            


 

Newbuildings include all vessels specifically constructed for TEN. These represent all additions to the fleet since 1997, except for the VLCC La Madrina.

 

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.

EX-99.2 3 dex992.htm CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), SEPTEMBER 30, 2004 Consolidated Financial Statements (Unaudited), September 30, 2004

Exhibit 99.2

 

TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

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

 

    

Three months ended

September 30,


 
     2004

    2003

 

REVENUES:

                

Revenue from vessels

   $ 74,889     $ 55,105  

Commissions

     (3,052 )     (2,652 )
    


 


Revenue from vessels, net

     71,838       52,453  
    


 


EXPENSES:

                

Voyage expenses

     18,642       17,036  

Vessel operating expenses

     12,906       12,718  

Depreciation

     8,920       8,771  

Amortization of deferred charges

     2,128       1,816  

Provision for doubtful receivables

     —         —    

Management fees

     1,440       1,155  

General and administrative expenses

     764       468  
    


 


Operating income

     27,037       10,489  
    


 


OTHER INCOME (EXPENSES):

                

Interest and finance costs, net

     (2,475 )     (2,557 )

Interest income

     136       90  

Foreign currency losses

     (21 )     (52 )

Share of profits of joint-venture

     —         (43 )

Amortization of deferred gain on sale of vessels

     792       —    

Gain on sale of vessels

     —         —    

Other, net

     —         106  
    


 


Total other income (expenses), net

     (1,569 )     (2,456 )
    


 


Net Income

   $ 25,468     $ 8,033  
    


 


Earnings per share, basic

   $ 1.26     $ 0.47  
    


 


Earnings per share, diluted

   $ 1.26     $ 0.47  
    


 


Weighted average number of shares, basic

     20,159,789       17,179,420  
    


 


Weighted average number of shares, diluted

     20,189,589       17,205,637  
    


 



TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

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

 

    

Nine months ended

September 30,


 
     2004

    2003

 

REVENUES:

                

Revenue from vessels

   $ 224,274     $ 177,833  

Commissions

     (9,243 )     (8,179 )
    


 


Revenue from vessels, net

     215,031       169,654  
    


 


EXPENSES:

                

Voyage expenses

     51,077       46,792  

Vessel operating expenses

     38,912       34,645  

Depreciation

     26,524       24,326  

Amortization of deferred charges

     6,915       5,849  

Provision for doubtful receivables

     244       —    

Management fees

     3,945       3,255  

General and administrative expenses

     2,042       1,302  
    


 


Operating income

     85,371       53,485  
    


 


OTHER INCOME (EXPENSES):

                

Interest and finance costs, net

     (7,732 )     (8,835 )

Interest income

     316       299  

Foreign currency losses

     (68 )     (258 )

Share of profits of joint-venture

     —         621  

Amortization of deferred gain on sale of vessels

     2,376       —    

Gain on sale of vessels

     8,755       —    

Other, net

     —         (504 )
    


 


Total other income (expenses), net

     3,647       (8,677 )
    


 


Net Income

   $ 89,018     $ 44,808  
    


 


Earnings per share, basic

   $ 4.77     $ 2.61  
    


 


Earnings per share, diluted

   $ 4.76     $ 2.60  
    


 


Weighted average number of shares, basic

     18,653,291       17,148,401  
    


 


Weighted average number of shares, diluted

     18,702,704       17,205,598  
    


 



TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2004 and DECEMBER 31, 2003

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

 

     September 30,
2004


   

December 31,

2003


 
     (Unaudited)        

ASSETS

              

CURRENT ASSETS:

              

Cash and cash equivalents

   $ 91,905     86,813  
    


 

Receivables-

              

Trade accounts receivable, net

     13,624     13,401  

Insurance claims

     2,581     2,749  

Due from related companies

     6,384     3,836  

Advances and other

     4,666     5,586  
    


 

       27,255     25,572  
    


 

Inventories

     4,279     3,381  

Prepaid insurance and other

     3,107     1,205  
    


 

Total current assets

     126,546     116,971  
    


 

FIXED ASSETS:

              

Advances for vessels under construction

     107,658     33,420  
    


 

Vessels

     848,948     800,870  

Accumulated depreciation

     (172,206 )   (146,208 )
    


 

Vessels’ Net Book Value

     676,742     654,662  
    


 

Total fixed assets

     784,400     688,082  
    


 

DEFERRED CHARGES, net

     15,704     20,454  
    


 

Total assets

   $ 926,650     825,507  
    


 

LIABILITIES AND STOCKHOLDERS’ EQUITY

              
                

CURRENT LIABILITIES:

              

Current portion of long-term debt

   $ 42,369     41,602  
    


 

Accounts payable-

              

Trade

     17,474     15,609  

Due to related companies

     195     3,326  

Other

     14,240     1,825  
    


 

       31,909     20,760  
    


 

Accrued liabilities

     9,279     6,112  

Accrued bank interest

     2,915     2,276  

Financial instruments - Fair value

     1,123     5,097  

Unearned revenue

     3,797     3,611  

Deferred income, current portion

     4,005     4,005  
    


 

Total current liabilities

     95,397     83,463  
    


 

LONG-TERM DEBT, net of current portion

     355,023     411,018  
    


 

DEFERRED INCOME, net of current portion

     13,454     16,457  
    


 

STOCKHOLDERS’ EQUITY:

              

Common stock, $1.00 par value; 40,000,000 shares authorized at September 30, 2004 and December 31, 2003; 20,162,006 and 17,151,623 issued and outstanding at September 30, 2004 and December 31, 2003, respectively.

     20,162     17,152  

Additional paid-in capital

     282,251     203,631  

Other comprehensive income/(loss)

     (1,123 )   (1,431 )

Retained earnings

     161,486     95,217  
    


 

Total stockholders’ equity

     462,776     314,569  
    


 

Total liabilities and stockholders’ equity

   $ 926,650     825,507  
    


 


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

FOR THE NINE MONTHS AND THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

(Expressed in thousands of U.S. Dollars)

 

     Nine months ended
September 30,


    Three months ended
September 30,


 
     2004

    2003

    2004

    2003

 

Cash Flows from Operating Activities:

                                

Net income

   $ 89,018     $ 44,808     $ 25,468     $ 8,033  

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

                                

Gain on sale of vessels

     (8,755 )     —         —         —    

Depreciation

     26,524       24,326       8,920       8,771  

Amortization of deferred dry-docking costs

     6,915       5,849       2,128       1,816  

Amortization of loan fees

     278       641       86       458  

Amortization of deferred income

     (3,003 )     (628 )     (1,003 )     (209 )

Change in fair value of financial instruments

     (3,666 )     (3,953 )     (1,838 )     (2,812 )

Share of profits of joint venture

     —         (621 )     —         43  

Payments for dry-docking

     (2,586 )     (13,483 )     30       (6,682 )

(Increase) Decrease in:

                                

Receivables

     (1,683 )     (4,128 )     886       (946 )

Inventories

     (898 )     (1,513 )     (667 )     572  

Prepayments and other

     (1,902 )     (180 )     (601 )     35  

Increase (Decrease) in:

                                

Accounts payable

     (2,969 )     8,490       (654 )     6,228  

Accrued liabilities

     3,806       4,666       442       2,781  

Unearned revenue

     186       1,147       1,114       (346 )
    


 


 


 


Net Cash from Operating Activities

     101,265       65,421       34,311       17,742  
    


 


 


 


Cash Flows from Investing Activities:

                                

Advances for vessels under construction

     (82,321 )     (32,069 )     (26,283 )     (21,064 )

Vessel acquisitions and/or improvements

     (70,344 )     (179,365 )     —         (61,153 )

Payments for investment in joint venture

     —         (17 )     —         —    

Return of investment in joint venture

     —         7,965       —         7,965  

Proceeds from sale of vessels

     38,907       —         —         —    

Restricted cash for performance guarantee

     —         3,200       —         —    
    


 


 


 


Net Cash used in Investing Activities

     (113,758 )     (200,286 )     (26,283 )     (74,252 )
    


 


 


 


Cash Flows from Financing Activities:

                                

Proceeds from long-term debt

     40,000       159,910       —         51,550  

Exercise of stock options

     1,588       2,870       360       —    

Financing costs

     (187 )     (1,112 )     (18 )     (508 )

Payments of long-term debt

     (95,227 )     (21,793 )     (11,005 )     (8,437 )

Repurchase and cancellation of common stock

     —         (1,792 )     —         (1,146 )

Proceeds from public offering, net of related costs

     80,042       —         (158 )     —    

Cash dividend

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


 


 


 


Net Cash from/(used in) Financing Activities

     17,585       134,627       (10,821 )     41,459  
    


 


 


 


Net increase/(decrease) in cash and cash equivalents

     5,092       (238 )     (2,794 )     (15,051 )

Cash and cash equivalents at beginning of period

     86,813       39,674       94,699       54,487  
    


 


 


 


Cash and cash equivalents at end of period

   $ 91,905     $ 39,436     $ 91,905     $ 39,436  
    


 


 


 



TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2002, 2003 AND NINE MONTHS ENDED SEPTEMBER 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

     89,018       —         —         89,018               89,018  

- Issuance of common stock (net of discount)

             2,875       78,143                       81,018  

- Expenses related to the issuance of common stock

                     (976 )                     (976 )

- Exercise of stock options

             135       1,453                       1,588  

- Cash dividends declared and paid ($0.50 per share)

                             (8,631 )             (8,631 )

- Cash dividends declared ($0.70 per share)

                             (14,118 )             (14,118 )

- Fair value of financial instruments

     308                               308       308  
    


                                       

Comprehensive income

   $ 89,326                                          
    


 


 


 


 


 


BALANCE, September 30, 2004

           $ 20,162       282,251       161,486       (1,123 )     462,776  
            


 


 


 


 


EX-99.3 4 dex993.htm MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATION Management's Discussion & Analysis of Financial Condition & Results of Operation

EXHIBIT 99.3

 

TSAKOS ENERGY NAVIGATION LIMITED

 

THREE MONTHS ENDED SEPTEMBER 30, 2004

 

Results of operations – management discussion

 

Quarter ended September 30, 2004 versus quarter ended September 30, 2003

 

Revenue from vessels, net. Net revenue from vessels (freight less brokerage commission) was $71.8 million during the quarter ended September 30, 2004 as compared to $52.5 million during the quarter ended September 30, 2003, an increase of $19.3 million or 37.0%. The number of available days increased by only 13 days, the addition of the La Madrina in Quarter 1, being offset in terms of days by the disposal of the Liberty in Quarter 2. The average number of vessels remained relatively constant at an average of 27.0 vessels in the third quarter 2004 compared to an average of 26.9 vessels in the third quarter 2003.

 

The primary reason for the increase in revenue was due to the continuous strengthening of the freight market, mainly as a result of continued demand from the Far East and increases in oil supply. Although 436 more days were employed in time charters than the equivalent period (which earn a lower rate than spot related charters), four of the vessels on time-charter (368 days) were on a

profit-sharing arrangement taking advantage of increasing rates, and the remaining eleven vessels of the fleet were either on spot or continuous employment at rates totally dependent on the market.

 

The average time charter equivalent rate per vessel for the quarter was $26,057 per day compared to $17,919 for the previous year. All tanker categories achieved good average rates during the third quarter as follows (last year’s third quarter averages in parentheses):- VLCCs earned an average $55,069 ($35,500), Suezmaxes $26,210 ($20,009), Aframaxes $27,330 ($16,631), Panamaxes $22,819 ($19,271), and Product Carriers $13,963 ($11,552).

 

The VLCC La Madrina, which was acquired in January, continued operating in the spot market, achieving an average TCE of $74,638 during the quarter, which represents $8.1 million or 11% of the total net revenue of the Company.

 

Total productivity achieved by the fleet in the third quarter 2004 was 97.8% compared to 90.4% for the third quarter of 2003. Days lost in Quarter 3 related to further repair work on the Tamyra and Victory III, and re-positioning voyages for the Panos G. There was no survey related dry-docking during the period. In the same quarter last year, four vessels were at some stage undergoing survey related dry docking repairs.

 

Commissions. Commissions were $3.1 million, or 4.1% of revenue from vessels, during the quarter ended September 30, 2004, compared to $2.7 million, which was


4.8% of revenue from vessels, for the quarter ended September 30, 2003. The decrease was due to changes in employment of three vessels 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 $18.6 million during the quarter ended September 30, 2004, compared to $17.0 million during the prior year, a 9.4% increase. However, total operating days on spot charter and contract of affreightment actually decreased from 1,102 days in the third quarter of 2003 to 767 days in the third quarter of 2004, a 30% decrease. Bunker prices were approximately 7% higher in Quarter 3, 2004 compared to the previous year’s period.

 

The primary reason for the increase in voyage expenses was the impact of the 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 $4.2 million in the third quarter, 2004. In the previous year’s third quarter, there was a $0.8 million cost of chartering in the product carrier Capella, which was released in early September 2003. In both quarters, the charter-in costs for the Olympia were approximately $2.0 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 $12.9 million during the quarter ended September 30, 2004 as compared to $12.7 million during quarter ended September 30, 2003, an increase of 1.5%. However, there was an increase in operating days of approximately 88 days or 4.5%, over the previous year, in vessels bearing operating expenses, which is equivalent to almost one vessel. The increase was primarily due to the impact of the addition of the VLCC La Madrina.

 

Vessel operating expenses per ship per day for the fleet increased from $5,778 for the quarter ended September 30, 2003 to $6,090 for the quarter ended September 30, 2004, a 5% increase, due to the addition of the VLCC, the continued pressure of the fall in value of the dollar by approximately 10% against the Euro over the year, which impacted the cost of crew in particular, and increases in insurance costs and the price of lubricants. These increases have been mitigated to a certain extent by the relatively lower costs of running the newly delivered vessels, especially the recently acquired Panamaxes.

 

Depreciation. Depreciation was $8.9 million during the quarter ended September 30, 2004 compared to $8.8 million during the quarter ended September 30, 2003, an increase of only 1.7%. There were two additional vessels delivered or acquired


between the middle of the third quarter of 2003 to the middle of the third quarter 2004 and a sale of one of the operating vessels. This was offset by the sale of the aforementioned suezmaxes in the fourth quarter 2003, which are now operating as chartered-in vessels.

 

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 September 30, 2004, amortization of deferred drydocking charges was $2.1 million compared to $1.8 million during the quarter ended September 30, 2003, an increase of 17.2%. Six vessels underwent dry-docking between the third quarter of 2003 and the third quarter of 2004 at a total cost of approximately $10.5 million, giving rise to extra quarterly amortization of $0.9 million. On the other hand, the amortization of deferred dry-dock charges for three other vessels was completed, reducing amortization by $0.6 million per quarter.

 

Provision for doubtful receivables. There was no increase in the provision for doubtful receivables in either quarter. During the third quarter of 2004, there was a recovery of approximately $50 thousand previously provided for.

 

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 the management fee for all vessels (excluding temporarily chartered-in vessels) was reduced to $15,000 per month. From the beginning of Quarter 3, 2004, the monthly fee was increased to $18,000 for all vessels except the chartered-in vessels and for vessels under construction where, in both cases, the fee was reduced to $12,500 per month. Management believes this is still a very competitive fee to pay for services that cover both the management of the individual vessels and of the enterprise as a whole. Management fees totaled $1.4 million during the quarter ended September 30, 2004, compared to $1.1 million for the quarter ended September 30, 2003, an increase of 24.7%, partly due to the increase in fees and partly due to the net increase in the fleet by one vessel since the middle of Quarter 3, 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 $0.8 million during the quarter ended September 30, 2004 compared to $0.5 million during the previous year quarter 2003, an increase of 63.2% primarily due to additional expenditures relating to investor relations and overseas visits 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 $887 for Quarter 3, 2004 compared to $657 for the third 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 $27.0 million during the quarter ended September 30, 2004 versus $10.5 million during the quarter ended September 30, 2003, representing a 157.8% increase.


Interest and finance costs. Interest and finance costs were $2.5 million for the quarter ended September 30, 2004 compared to $2.6 million for the quarter ended September 30, 2003. Actual loan interest was approximately the same at just over $2.6 million compared to nearly $2.7 million for Quarter 3, 2003, a 2.1% decrease. Although total average bank loans were approximately $400.8 million for Quarter 3, 2004 compared to $502.2 million for the previous year quarter, the average interest rate for the current quarter borne on the Company’s loans was approximately 2.55 % compared to 2.47% for the third quarter of 2003. Interest due on the hedging swaps amounted to $0.7 million in the third quarter of 2004, although none was due in the third quarter of 2003. The average all-in finance cost in Quarter 3, including swap interest, was 3.33% compared to 3.23% in last year’s third quarter.

 

There was a positive movement of $1.8 million in the fair value (mark-to-market) of the non-hedging interest rate swaps in the third quarter of 2004, which is accounted for through the income statement and is included in Interest and finance costs, compared to a positive movement of $2.8 million in the third quarter of 2003. This equaled actual interest payable on these non-hedging swaps which expired during the third quarter.

 

Capitalized interest in the third quarter of 2004 was $0.8 million compared to $0.2 million in the previous year, due to the extra number of vessels under construction during the past year, and a modest increase in average interest rates.

 

Interest income. Interest income was $136 thousand during the third quarter of 2004 and $90 thousand during the quarter ended September 30, 2003, due to higher average bank deposits.

 

Foreign exchange losses. There were no significant foreign exchange losses in the third quarter of 2004 nor in the third quarter of 2003.

 

Share of profits of joint venture. The joint venture LauriTen Ltd. was terminated in August 2003. After setting-off those costs to be written-off, the final quarterly amount due to TEN Ltd. of net income from the joint venture for the quarter ended September 30, 2003 was less than $0.1 million.

 

Amortization of the deferred gain on the sale of vessels. The Company sold two Suezmaxes in a sale and leaseback transaction in Quarter 4, 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 third quarter of 2004.

 

Other, net. There were no other costs or income in the period. For the third quarter of 2003, the Company incurred non-recurring charges amounting to $0.1 million relating to the investigation of companies for possible acquisition purposes.

 

As a result of the foregoing, net income for the quarter ended September 30, 2004 was $25.5 million, or $1.26 per share, basic, versus $8.0 million, or $0.47 per share, basic, during the quarter ended September 30, 2003, an increase of 217.0% (or a 168.1% increase in terms of basis eps).


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, 2006, 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 $31.1 million at September 30, 2004 compared to net current liabilities of $15.4 million as at September 30, 2003. Total cash balances as at September 30, 2004 amounted to $91.9 million, compared to $39.4 million a year previously. Cash includes an amount of $15.0 million relating to three three-year cash investments of $5.0 million each.

 

Net cash provided by operating activities was $34.3 million in the quarter ended September 30, 2004 compared to $17.7 million in the previous year, a 93.6% increase, due primarily to the significant increase in profits.

 

Expenditure on dry-dockings is deducted from cash generated by operating activities. There was no expenditure during Quarter 3, 2004 on dry-dockings, while in the previous year’s quarter there was expenditure of $6.7 million. Programmed expenditure on dry-dockings is much reduced due to the intensive survey repair programme over the preceding two years. Only two vessels have been scheduled for dry-docking within 2004, of which one was completed during the first quarter, on the chartered-in Olympia, and was paid for by the owner. 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. Some preliminary expenditure will be incurred in Quarter 4, 2004 for the special survey of the Victory III, due in 2005. The Bregen, originally scheduled for a 2004 special survey, will undergo dry-docking in 2005. There remains the possibility that the dry-docking of either or both of these vessels may be brought forward to start in November or December 2004.

 

Net cash used in investing activities was $26.3 million for the quarter ended September 30, 2004, compared to $74.3 million for the quarter ended September 30, 2003. All the expenditure in this year’s quarter relates to installments for the ongoing newbuilding construction programme. It includes the initial installment of $4.7 million on a new order for an Aframax to be constructed by the Sumitomo yard of Japan, for delivery in March 2007. The total number of vessels on order is fourteen to be delivered between January 2005 and May 2007 with a total contract value of $707.6 million of which $103.3 million had been paid by September 30, 2004.


In the third quarter 2004, the sale of the Toula Z was agreed upon and will be concluded on December 15, 2004, subject to the buyer not canceling. The vessel sale will result in an expected capital gain of $12 million and, after repayment of debt, will leave $23 million free cash. As the vessel was not available for immediate sale, the vessel continues to be accounted for as part of continued operations until the actual delivery.

 

Net cash used in financing activities was $10.8 million in the quarter ended September 30, 2004, compared to $41.5 million derived from financing activities in September 30, 2003. There were no new proceeds from new bank loans in the quarter, compared to proceeds of $51.6 million in the previous year’s quarter. On the contrary, there were repayments of $8.4 million, and a prepayment of $2.6 million relating to a portion of a major loan allocated to the Liberty which had been sold in Quarter 2. Further scheduled repayments in the fourth quarter of 2004 will amount to $12.6 million and it is expected to prepay an amount of approximately $20 million relating to the sale of the Toula Z.

 

In the previous year’s quarter an amount of $1.1 million was paid in relation to the repurchase of common stock. No stock was repurchased at all in 2004. $0.4 million was raised from the exercise of stock options. No options were exercised within the third quarter of 2003.

 

An initial 70 cent dividend was declared for the fiscal year 2004, payable in Quarter 4, 2004. In total an amount of $14.1 million was paid in October 2004. Earlier in 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.

 

Total net debt outstanding decreased from $408.4 million at the beginning of the third quarter to $397.4 million by the end of the quarter. The debt to capital ratio was approximately 46% by September 30, 2004. No further interest rate swaps were arranged during the third quarter. The two remaining swaps which did not meet hedging criteria and covered a notional $100 million expired in August 2004, bringing interest rate coverage on outstanding loans down to approximately 75%.

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