-----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, HLXt0CJTnUUfpAzi3InjEoyjRDb9ZqHTE8jqt/6A7/OZYJDVCXTxhcslho6FR2qb xAwWJO2UTaMdmYBmNRAIxw== 0001193125-06-102305.txt : 20060505 0001193125-06-102305.hdr.sgml : 20060505 20060505172722 ACCESSION NUMBER: 0001193125-06-102305 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060505 FILED AS OF DATE: 20060505 DATE AS OF CHANGE: 20060505 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: 06814186 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 May, 2006

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-            .

 



EXHIBIT INDEX

 

99.1   Consolidated Financial Statements (Unaudited), December 31, 2005
99.2   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: May 5, 2006

 

TSAKOS ENERGY NAVIGATION LIMITED
By:  

/s/ Nikolas P. Tsakos

  Nikolas P. Tsakos
  President
EX-99.1 2 dex991.htm CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), DECEMBER 31, 2005 Consolidated Financial Statements (Unaudited), December 31, 2005

Exhibit 99.1

TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2005 and 2004

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

 

     December 31,
2005
    December 31,
2004
 
     (Unaudited)     (Audited)  

ASSETS

    

CURRENT ASSETS:

    

Cash and cash equivalents

   $ 145,769     $ 116,922  

Cash, restricted

     271       1,453  

Receivables-

    

Trade accounts receivable, net

     17,620       20,206  

Insurance claims

     652       1,282  

Due from related companies

     1,736       5,173  

Advances and other

     2,750       3,828  
                
     22,758       30,489  
                

Short-term investments

     10,240       —    

Inventories

     5,406       4,059  

Prepaid insurance and other

     2,363       2,347  

Financial instruments - Fair value

     4,927       981  
                

Total current assets

     191,734       156,251  
                

INVESTMENTS

     21,881       10,000  

FIXED ASSETS:

    

Advances for vessels under construction

     150,428       121,260  
                

Vessels

     882,210       805,148  

Accumulated depreciation

     (170,848 )     (168,874 )
                

Vessels’ Net Book Value

     711,362       636,274  
                

Total fixed assets

     861,790       757,534  
                

DEFERRED CHARGES, net

     13,769       15,184  
                

Total assets

   $ 1,089,174     $ 938,969  
                

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

CURRENT LIABILITIES:

    

Current portion of long-term debt

   $ 51,496     $ 39,693  
                

Accounts payable-

    

Trade

     13,489       14,937  

Due to related companies

     1,385       2,657  

Other

     542       1,454  
                
     15,416       19,048  
                

Accrued liabilities

     10,139       8,632  

Accrued bank interest

     5,478       2,653  

Unearned revenue

     5,332       6,435  

Deferred income, current portion

     3,168       4,005  

Financial instruments - Fair value

     489       1,059  
                

Total current liabilities

     91,518       81,525  
                

LONG-TERM DEBT, net of current portion

     382,023       325,471  
                

DEFERRED INCOME, net of current portion

     8,447       12,452  
                

STOCKHOLDERS’ EQUITY:

    

Common stock, $ 1.00 par value; 100,000,000 shares authorized at December 31, 2005 and December 31, 2004; 19,177,195 and 20,175,536 issued and outstanding at December 31, 2005 and December 31, 2004, respectively.

     19,177       20,176  

Additional paid-in capital

     269,237       282,451  

Other comprehensive income

     3,067       1,136  

Retained earnings

     315,705       215,758  
                

Total stockholders’ equity

     607,186       519,521  
                

Total liabilities and stockholders’ equity

   $ 1,089,174     $ 938,969  
                


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

FOR THE YEAR ENDED DECEMBER 31, 2005 AND 2004

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

 

    

Year ended

December 31,

 
     2005     2004  

VOYAGE REVENUES:

   $ 295,623     $ 318,278  
                

EXPENSES:

    

Commissions

     11,604       13,065  

Voyage expenses

     35,970       42,109  

Charter hire expense

     24,317       24,341  

Vessel operating expenses

     52,945       53,900  

Depreciation

     35,697       35,377  

Amortization of deferred dry-docking costs

     6,583       8,753  

Provision for doubtful receivables

     40       933  

Management fees

     5,460       5,328  

General and administrative expenses

     3,631       3,099  

Management incentive award

     2,500       2,500  

Foreign currency (gains)/losses

     (181 )     185  

Amortization of deferred gain on sale of vessels

     (3,168 )     (3,167 )

Gain on sale of vessels, net

     (34,540 )     (13,608 )
                

Total expenses

     140,858       172,815  
                

Operating income

     154,765       145,463  

OTHER INCOME (EXPENSES):

    

Gain on sale of non-operating vessels, net

     10,765       7,757  

Interest and finance costs, net

     (11,247 )     (10,135 )

Interest income

     7,360       761  

Other, net

     112       (556 )
                

Total other income (expenses), net

     6,990       (2,173 )
                

Net Income

   $ 161,755     $ 143,290  
                

Earnings per share, basic

   $ 8.18     $ 7.53  
                

Earnings per share, diluted

   $ 8.17     $ 7.51  
                

Weighted average number of shares, basic

     19,772,270       19,034,727  
                

Weighted average number of shares, diluted

     19,786,846       19,080,975  


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

FOR THE THREE MONTHS ENDED DECEMBER 31, 2005 AND 2004

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

 

     Three months ended
December 31,
 
     2005     2004  

VOYAGE REVENUES:

   $ 89,427     $ 94,005  
                

EXPENSES:

    

Commissions

     3,441       3,822  

Voyage expenses

     8,282       9,267  

Charter hire expense

     6,126       6,105  

Vessel operating expenses

     14,021       14,988  

Depreciation

     9,069       8,854  

Amortization of deferred charges

     2,802       1,838  

Provision for doubtful receivables

     40       689  

Management fees

     1,312       1,383  

General and administrative expenses

     1,397       1,056  

Management incentive award

     2,500       2,500  

Foreign currency (gains)/losses

     (31 )     117  

Amortization of deferred gain on sale of vessels

     (792 )     (792 )

Gain on sale of vessels, net

     (20,496 )     (12,610 )
                

Operating income

     61,756       56,788  

OTHER INCOME (EXPENSES):

    

Gain on sale of non-operating vessels, net

     4       —    

Interest and finance costs, net

     (4,720 )     (2,404 )

Interest income

     3,666       445  

Other, net

     128       (556 )
                

Total other income (expenses), net

     (922 )     (2,515 )
                

Net Income

   $ 60,834     $ 54,273  
                

Earnings per share, basic

   $ 3.16     $ 2.69  
                

Earnings per share, diluted

   $ 3.16     $ 2.69  
                

Weighted average number of shares, basic

     19,232,408       20,170,742  
                

Weighted average number of shares, diluted

     19,241,710       20,196,151  
                


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2005

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

 

     Comprehensive
Income (Loss)
    Common
Stock
    Additional
Paid-in
Capital
    Accumulated
Other
Comprehensive
Income (Loss)
    Retained
Earnings
    Total
Stock-
Holders’
Equity
 

BALANCE, January 1, 2004

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

Net income

     143,290       —         —           143,290       143,290  

- Issuance of common stock

       2,875       78,143           81,018  

- Expenses related to the issuance of common stock

         (926 )         (926 )

- Exercise of stock options

       149       1,603           1,752  

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

             (8,631 )     (8,631 )

- Cash dividends declared and paid ($0.70 per share)

             (14,118 )     (14,118 )

- Fair value of financial instruments

     1,706           1,706         1,706  

- Reclassification of losses on undesignated cash flow hedges

     861           861         861  
                  

Comprehensive income

   $ 145,857            
                                                

BALANCE, December 31, 2004

     $ 20,176     $ 282,451     $ 1,136     $ 215,758     $ 519,521  
                                          

Net income

     161,755             161,755       161,755  

- Exercise of stock options

       18       203           221  

- Repurchase and cancellation of common stock (1,016,790 shares)

       (1,017 )     (13,417 )       (23,322 )     (37,756 )

- Cash dividends declared and paid ($01.95 per share)

             (38,486 )     (38,486 )

- Fair value of financial instruments

     4,265           4,265         4,265  

- Reclassification of gains on undesignated cash flow hedges

     (2,334 )         (2,334 )       (2,334 )
                  

Comprehensive income

   $ 163,686            
                                                

BALANCE, December 31, 2005

     $ 19,177     $ 269,237     $ 3,067     $ 315,706     $ 607,187  
                                          


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE YEAR AND THE THREE MONTHS ENDED DECEMBER 31, 2005 AND 2004

(Expressed in thousands of U.S. Dollars)

 

    

Year ended

December 31,

   

Three months ended

December 31,

 
     2005     2004     2005     2004  

Cash Flows from Operating Activities:

        

Net income

   $ 161,755     $ 143,290     $ 60,834     $ 54,273  

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

        

Depreciation

     35,697       35,377       9,069       8,854  

Amortization of deferred dry-docking costs

     6,583       8,753       2,801       1,838  

Amortization of loan fees

     1,034       368       583       90  

Amortization of deferred income

     (4,842 )     (4,005 )     (792 )     (1,002 )

Change in fair value of interest rate swaps

     (2,584 )     (2,452 )     (1,370 )     1,214  

Change in fair value of investments

     (2,122 )     —         (2,122 )     —    

Payments for dry-docking

     (9,279 )     (3,632 )     1,579       (1,046 )

Gain on sale of vessels, net

     (45,305 )     (21,365 )     (20,500 )     (12,610 )

(Increase) Decrease in:

        

Receivables

     7,731       (4,917 )     (4,718 )     (3,234 )

Inventories

     (1,347 )     (678 )     674       220  

Prepaid insurance and other

     (16 )     (1,142 )     1,793       760  

Increase (Decrease) in:

        

Accounts payable

     (3,632 )     (1,712 )     (7,319 )     1,257  

Accrued liabilities

     4,333       2,897       3,980       (909 )

Unearned revenue

     (1,103 )     2,824       (22 )     2,638  
                                

Net Cash from Operating Activities

     146,904       153,606       44,471       52,343  
                                

Cash Flows from Investing Activities:

        

Advances for vessels under construction

     (70,705 )     (95,923 )     (26,084 )     (13,602 )

Vessel acquisitions and/or improvements

     (175,429 )     (70,377 )     (1,722 )     (33 )

Investments

     (19,999 )     (10,000 )     (4,326 )     (10,000 )

Proceeds from sale of vessels, net

     157,164       83,637       55,241       44,730  
                                

Net Cash (used in)/from Investing Activities

     (108,969 )     (92,663 )     23,109       21,095  
                                

Cash Flows from Financing Activities:

        

Proceeds from long-term debt

     330,685       40,000       75,450       —    

Financing costs

     (2,603 )     (1,020 )     (1,057 )     (833 )

Payments of long-term debt

     (262,330 )     (127,456 )     (98,387 )     (32,229 )

Proceeds from public offering, net of related issuance costs

     —         80,092       —         50  

Proceeds from exercise of stock options

     221       1,752       48       164  

(Increase/decrease in restricted cash relating to long-term debt

     1,182       (1,453 )     (249 )     (1,453 )

Cash dividend

     (38,486 )     (22,749 )     (19,326 )     (14,118 )

Repurchase and cancellation of common stock

     (37,756 )     —         (9,498 )     —    
                                

Net Cash from/(used in) Financing Activities

     (9,087 )     (30,834 )     (53,019 )     (48,419 )
                                

Net increase in cash and cash equivalents

     28,848       30,109       14,560       25,019  

Cash and cash equivalents at beginning of period

     116,922       86,813       131,210       91,903  
                                

Cash and cash equivalents at end of period

   $ 145,770     $ 116,922     $ 145,770     $ 116,922  
EX-99.2 3 dex992.htm MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION Management's Discussion and Analysis of Financial Condition

Exhibit 99.2

TSAKOS ENERGY NAVIGATION LIMITED

THREE MONTHS ENDED DECEMBER 31, 2005

Results of operations – management discussion

Three months ended December 31, 2005 versus quarter ended December 31, 2004

(Percentage changes are based on the full numbers in the accompanying financial statements)

The Company previously announced unaudited results for the three months and year ended December 31, 2005, in a press release dated March 2, 2006. While net income and earnings per share for the year and for the three months remain unchanged from amounts disclosed in the press release, certain reclassifications and adjustments were made while finalizing the accounts which reduced operating income by $1.7 million for the three months and for the year ended December 31, 2005. Adjusted operating income for the three months and for the year ended December 31, 2005 was $61.8 million and $154.8 million, respectively, compared to $56.8 million and $145.5 million for the three months and for the year ended December 31, 2004, respectively. Reference is made to the Form 20-F which contains the Company’s 2005 Annual Report.

Voyage revenues

Voyage revenues from vessels were $89.4 million during the quarter ended December 31, 2005 as compared to $94.0 million during the quarter ended December 31, 2004, a decrease of $4.6 million or 4.9%. The decrease was primarily due to there being the equivalent of 1.5 vessels less or, in terms of days available for trading, a reduction of 145 days compared to the same quarter in 2004. The average number of vessels during the fourth quarter 2005 was 25.3 compared to 26.8 in the fourth quarter 2004 as a result of the sale of the Panos G, Tamyra, Pella, Dion and Toula Z and the acquisition of the Didimon, Eurochampion 2004 and Euronike within the intervening period.

Revenue earned per vessel on average within the fourth quarter was in fact almost exactly the same as the previous year’s fourth quarter, despite the freight market not reaching the peaks achieved in 2004. It was still nevertheless a strong market buoyed by strong world wide demand, in particular from the Far East. Most of the reduction in days affected the share of days relating to vessels employed on time charters (average 10.5 vessels compared to 11.5 in Quarter 4, 2004). The number of days employed on voyages subject to variable rates (on profit-sharing arrangements, on spot or on continuous employment at rates totally dependent on the market) was consistent with the equivalent period of 2004.

The average daily revenue per vessel after deducting voyage expenses for the quarter was $35,388 per day compared to $35,400 for the previous year’s fourth quarter. All tanker categories achieved good average rates during the fourth quarter as follows (last year’s fourth quarter averages in parentheses):- VLCCs earned an average $54,154 ($70,053), Suezmaxes $38,522 ($35,858), Aframaxes $38,620 ($42,460), Panamaxes $30,502 ($25,961), and Product Carriers $21,652 ($15,538).

Total productivity achieved by the fleet in the fourth quarter 2005 was 99.8% compared to 98.1% for the fourth quarter of 2004. In the same quarter last year, days lost related mainly to the voyage of the Bregen on route for its special survey due to commence in January 2006.

Commissions

Commissions were $3.4 million, or 3.8% of revenue from vessels, during the quarter ended December 31, 2005, compared to $3.8 million, which was 4.1% of revenue from vessels, for the quarter ended December 31, 2004. The decrease was due to changes in employment of several vessels to alternative employment on which lower commission was charged.


Voyage expenses

Voyage expenses include costs that are directly related to a voyage, such as port charges, agency fees, 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 $8.3 million during the quarter ended December 31, 2005, compared to $9.3 million during the prior year’s fourth quarter, a 10.6% decrease.

Although voyage expenses are highly dependent on the voyage patterns followed, much of the decrease can simply be explained by the fact that the total operating days on spot charter and contract of affreightment decreased from 675 days in the fourth quarter of 2004 to 613 days in the fourth quarter of 2005. On the other hand, bunker prices were higher in the fourth quarter 2005 compared to the previous year’s period due to the significant increase in the price of oil during 2005.

Charter hire expense

During the fourth quarter 2004 and 2005 total charter hire expenses relating to the vessels as Cape Baker, Cape Balboa and Olympia amounted to $6.1 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 $14.0 million during the quarter ended December 31, 2005 as compared to $15.0 million during quarter ended December 31, 2004, a decrease of 6.5%, mainly due to the reduction in average number of vessels during the period.

Vessel operating expenses per ship per day for the those vessels in the fleet incurring operating expenses increased from $7,041 for the quarter ended December 31, 2004 to $7,134 for the quarter ended December 31, 2005, a relatively modest 1.3% increase. Costs have been held on an average basis due to the addition of new cost effective vessels and disposal of old vessels during 2005 which were becoming increasingly costly to maintain. However, although the dollar enjoyed some strengthening in the fourth quarter especially compared to the lows it had achieved against the Euro in the fourth quarter of 2004 and the beginning of 2005, the high relative level of the Euro continued to impact the cost of crew in particular. The high oil prices also have resulted in higher lubricant costs and there were increases in insurance costs. Certain charges associated with the recent dry-dockings of the panamaxes Victory III, Bregen and Hesnes have also been written-off in the Quarter.

Depreciation.

Depreciation was $9.1 million during the quarter ended December 31, 2005 compared to $8.9 million during the quarter ended December 31, 2004, an increase of only 2.4%, due mainly to the addition of the two ice-class suezmaxes and the product carrier Didimon in 2005, offset by the sale of the Toula Z, Pella, Dion and Tamyra (the vessel Panos G, which was also sold was already borne in the books at residual value).

Amortization of deferred charges.

During the quarter ended December 31, 2005, amortization of deferred drydocking charges was $2.8 million compared to $1.8 million during the quarter ended December 31, 2004, an increase of 52.4%. Increases in amortization were due partly to three vessels that underwent dry-docking in the period between the fourth quarter 2004 and fourth quarter 2005, which was offset by reduced overall amortization relating to four vessels with previously deferred dry-docking charges which were sold. Also, in the fourth quarter we changed the method of estimation relating to the period for amortizing the costs of dry-docking per vessel from the period to the next special survey to the period to the next scheduled dry-docking (generally 2.5 years).

 

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Provision for doubtful receivables.

There was a decrease of $0.6 million in the provision for doubtful receivables during the fourth quarter 2005 compared to the like quarter of 2004. The provision is made up primarily of demurrages and freight believed due for time lost for causes beyond the Company’s control which is disputed by the charterers concerned. Of the provision made in 2004, some $0.4 million was in fact recovered in 2005. New charges in the quarter amounted to $40 thousand.

Management fees.

The Company pays to Tsakos Energy Management Ltd. fixed fees per vessel under a management agreement between the companies. Since July 1, 2004, the monthly fee is $18,000 for all vessels except the chartered-in vessels where the fee is $12,500 per month. The fee pays for services that cover both the management of the individual vessels and of the enterprise as a whole. Management fees totaled $1.3 million during the quarter ended December 31, 2005 compared to $1.4 million for the quarter ended December 31, 2004, a decrease of 5.1%, due to the reduction in number of vessels.

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 $1.4 million during the quarter ended December 31, 2005 compared to $1.1 million during the previous year’s fourth quarter, an increase of 32.3%. The increase was mostly due to one-off expenses relating to the issuance of the rights plan announced in October.

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, excluding the new management incentive award, were $1,166 for the three months ended December 31, 2005 compared to $988 for the fourth quarter of 2004 and an average $954 for the year 2005, the increase being due to the reasons stated above. Together with the incentive award the daily overhead was $2,241 for the quarter compared to $2,000 in Quarter 4, 2004.

Management incentive award

In accordance with the revised management agreement between the Company and Tsakos Energy Management, its managers, $2.5 million is due as an award to Tsakos Energy Management due to the success of the Company during 2005 in achieving a return on equity in excess of the target 25% for 2005. A similar award was achieved in 2004 for exceeding the 25% target.

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 was deferred and is being amortized over the five year minimum charter period. The amortization of this gain amounted to $0.8 million for both fourth quarters of 2004 and 2005.

Gain on sale of vessels

The Company sold the single-hull aframax Tamyra during the fourth quarter for $10.4 million realizing a capital gain of $1.8 million and the product carrier Dionisos for $48.0 million with a capital gain of $18.7 million. The gains are recognized in full in the fourth quarter. In the fourth quarter 2004, the tanker Toula Z. had been sold for a capital gain of $12.7 million. There were also late charges in the fourth quarter of 2004 of $0.1 million relating to a previously sold vessel.

 

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Operating income

As a result of the reasons stated above, income from vessel operations was $61.8 million during the quarter ended December 31, 2005 versus $56.8 million during the quarter ended December 31, 2004, representing an 8.7% increase.

Interest and finance costs.

Interest and finance costs were $4.7 million for the quarter ended December 31, 2005 compared to $2.4 million for the quarter ended December 31, 2004 an overall 96.3% increase. Loan interest nearly doubled to $5.4 million from $2.8 million, a 95.3% increase. Total average bank loans were approximately $440.0 million for Quarter 4, 2005 compared to $392.0 million for the previous year’s quarter. The average all-in loan finance cost in Quarter 4, taking account of swap interest, was 4.78% compared to 3.17% in last year’s fourth quarter.

There was a net positive movement of $1.4 million, including reclassification adjustments on undesignated cash flow hedges, in the fair value (mark-to-market) of the non-hedging interest rate swaps in the fourth quarter 2005 compared to a negative movement of $1.2 million in the fourth quarter of 2004.

Capitalized interest in the fourth quarter of 2005 was $1.5 million compared to $0.9 million in the previous year, due to the extra number of vessels under construction during the past year, and a significant increase in average interest rates.

Amortization of Loan expenses was $0.6 million compared to $0.1 million due to write-offs of loan expenses on the refinancing of older loans. Other loan charges also increased from $0.1 million in 2004 to $1.1 million due to extra commitment fees and other charges on new loans.

Interest income.

Total income derived from bank deposits and investments was $3.7 million during the fourth quarter of 2005 and $0.4 million during the quarter ended December 31, 2004. The increase was due to partly to higher average bank deposits and higher interest rate and to net increases in the valuation of investments amounting to $1.5 million.

Other, net.

During the period, the Company derived $0.1 million of other income mainly from the recovery of doubtful debts. In the fourth quarter, 2004 the Company wrote-off certain irrecoverable once-off expenses amounting nearly $0.6 million.

Net income

As a result of the foregoing, net income for the quarter ended December 31, 2005 was $60.8 million, or $3.16 per share, basic, versus $54.3 million, or $2.69 earnings per share, basic, during the quarter ended December 31, 2004, an increase of 12.1%.

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, 2007, taking into account both our existing capital commitments and the minimum debt service requirements as defined by our bank loan covenants.

 

4


Working capital (non-restricted net current assets) amounted to approximately $99.9 million at December 31, 2005 compared to $73.3 million as at December 31, 2004. The increase is mostly due to the increase in cash balances (including restricted cash) which, as at December 31, 2005, amounted to $146.0 million, compared to $118.4 million a year previously.

Net cash provided by operating activities was $44.5 million in the quarter ended December 31, 2005 compared to $52.3 million in the previous year’s fourth quarter, a 15.0% decrease, due primarily to the decrease in revenues generated by the fleet which was slightly reduced from the previous period.

Expenditure on dry-dockings is deducted from net income to calculate cash generated by operating activities. There was no significant expenditure during Quarter 4, 2005 although expenditure previously incurred on the Victory III was designated upgrading and recategorized as such. In the previous year’s quarter there was dry-docking expenditure of $1.0 million.

Net cash from investing activities was $23.1 million for the quarter ended December 31, 2005, compared to $21.1 million for the quarter ended December 31, 2004. The net funds received relate mainly to the sales proceeds of the Tamyra and Dionisos amounting to $55.2 million. The vessel sales resulted in capital gains of $20.5 million and, after repayment of debt, left $34 million free cash. Installments for the ongoing new building construction programme amounted to $26.1 million. The total number of vessels on order as at December 31, 2005 was eleven to be delivered between January 2006 and June 2007 with a total contract value of $618.3 million of which $142.4 million had been paid by December 31, 2005. The first vessel, the 1A ice-class suezmax Archangel, was delivered on January 7, 2006.

Net cash used in financing activities was $53.0 million in the quarter ended December 31, 2005, compared to $48.4 million derived from financing activities quarter ending December 31, 2004. There were new proceeds from a new credit facility in the quarter amounting to $75.5 million compared to zero in the previous year’s quarter. There were repayments of $1.7 million, and a prepayment of $96.7 million relating to a loan on the Dionisos sold in Quarter 4 and loans refinanced by the new facility mentioned above.

Stock repurchased amounted $9.5 million for 278,000 shares in Quarter 4, as part of the most recent stock repurchase programme. No stock was repurchased in 2004. $48 thousand was raised in Quarter 4, 2005 from the exercise of stock options. $0.2 million were exercised within the fourth quarter of 2004.

An initial $1 dividend was declared for the fiscal year 2005, which was paid in October 2005 and amounted to $19.3 million. Earlier in 2005, a final 95 cent dividend for the fiscal year 2004 was declared in February 2005 and was paid on April 26, 2005, totaling $19.2 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 $456.4 million at the beginning of the fourth quarter to $433.5 million by the end of the quarter. The debt to capital ratio was 41.7% by December 31, 2005 (or 32.2% on a net of cash basis). No further interest rate swaps were arranged during the fourth quarter. Interest rate swap coverage on outstanding loans was approximately 78%.

 

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