EX-99.1 2 dex991.htm CONSOLIDATED FINANCIAL STATEMENTS Consolidated Financial Statements

Exhibit 99.1

TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

MARCH 31, 2010 and DECEMBER 31, 2009

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

 

      March 31,
2010
    December 31,
2009
 
ASSETS      (Unaudited)     

CURRENT ASSETS:

    

Cash and cash equivalents

   $ 323,551      $ 296,181   

Restricted cash

     6,141        6,818   

Accounts receivable, net

     17,078        12,661   

Insurance claims

     3,436        3,814   

Due from related parties

     6,869        5,359   

Advances and other

     8,440        6,158   

Vessels held for sale

     45,808        120,877   

Inventories

     12,046        13,014   

Prepaid insurance and other

     2,609        3,431   

Current portion of financial instruments-Fair value

     3,248        3,334   
                

Total current assets

     429,226        471,647   
                

INVESTMENTS

     1,000        1,000   

FINANCIAL INSTRUMENTS - FAIR VALUE, net of current portion

     2,480        3,112   

FIXED ASSETS

    

Advances for vessels under construction

     88,498        49,213   

Vessels

     2,335,142        2,335,031   

Accumulated depreciation

     (346,641     (325,066
                

Vessels’ Net Book Value

     1,988,501        2,009,965   
                

Total fixed assets

     2,076,999        2,059,178   
                

DEFERRED CHARGES, net

     13,624        14,783   
                

Total assets

   $ 2,523,329      $ 2,549,720   
                

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

CURRENT LIABILITIES:

    

Current portion of long-term debt

   $ 144,944      $ 172,668   

Payables

     28,832        29,223   

Due to related parties

     78        40   

Dividend declared

     11,394        —     

Accrued liabilities

     15,993        15,273   

Accrued bank interest

     5,769        6,079   

Unearned revenue

     7,373        11,265   

Current portion of financial instruments -Fair value

     34,272        29,683   
                

Total current liabilities

     248,655        264,231   
                

LONG-TERM DEBT, net of current portion

     1,306,440        1,329,906   

FINANCIAL INSTRUMENTS - FAIR VALUE, net of current portion

     40,134        41,256   

STOCKHOLDERS’ EQUITY:

    

Common stock, $ 1.00 par value; 100,000,000 shares authorized; 37,671,392 issued at March 31, 2010 and December 31, 2009.

     37,671        37,671   

Additional paid-in capital

     267,098        266,706   

Retained earnings

     683,429        679,597   
                
     988,198        983,974   

Cost of treasury stock (94,500 and 754,706 shares)

     2,237        17,863   
                
     985,961        966,111   

Accumulated other comprehensive loss

     (60,550     (57,731

Noncontrolling interest

     2,689        5,947   
                

Total stockholders’ equity

     928,100        914,327   
                

Total liabilities and stockholders’ equity

   $ 2,523,329      $ 2,549,720   
                


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009

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

 

     2010     2009  

VOYAGE REVENUES:

   $ 104,673      $ 126,311   

EXPENSES:

    

Commissions

     3,952        5,086   

Voyage expenses

     19,448        15,088   

Charter hire expense

     516        —     

Vessel operating expenses

     34,542        37,901   

Depreciation

     21,575        23,001   

Amortization of deferred dry-docking costs

     1,353        1,784   

Management fees

     3,348        3,274   

General and administrative expenses

     1,002        1,460   

Stock compensation expense

     426        46   

Foreign currency (gains)

     (188     (199

Gain on sale of vessels

     (14,346     —     
                

Total expenses

     71,628        87,441   
                

Operating income

     33,045        38,870   
                

OTHER INCOME (EXPENSES):

    

Interest and finance costs, net

     (14,045     (15,106

Interest income

     645        1,331   

Other, net

     12        108   
                

Total other expenses, net

     (13,388     (13,667
                

Net income

     19,657        25,203   

Less: Net income attributable to the noncontrolling interest

     (203     (751
                

Net income attributable to Tsakos Energy Navigation Limited

   $ 19,454      $ 24,452   
                

Earnings per share attributable to Tsakos Energy Navigation Limited common shareholders:

    

Basic

   $ 0.52      $ 0.66   
                

Diluted

   $ 0.52      $ 0.66   
                

Weighted average number of shares outstanding:

    

Basic

     37,439,531        37,048,134   
                

Diluted

     37,750,765        37,320,168   
                


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009

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

 

                                        Accumulated                    
                Additional           Treasury Stock     Other     Tsakos Energy              
     Comprehensive
Income (Loss)
    Common
Stock
   Paid-in
Capital
    Retained
Earnings
    Shares     Amount     Comprehensive
Income (Loss)
    Navigation
Limited
    Noncontrolling
Interest
    Total  

BALANCE, January 1, 2009

     $ 37,671    $ 265,932      $ 693,511      526,700      (14,217   $ (72,239   $ 910,658      $ 4,457      $ 915,115   

Net income

     25,203             24,452              24,452        751        25,203   

- Purchase of Treasury stock (231,100 shares)

            231,100      (3,846       (3,846       (3,846

- Cash dividends declared ($0.85 per share)

            (31,374           (31,374       (31,374

- Fair value of financial instruments

     3,565                   3,565        3,565          3,565   

- Amortization of restricted share units

          46                46          46   
                           

Comprehensive income

   $ 28,768                      
                           
                     
                                                                     

BALANCE, March 31, 2009

     $ 37,671    $ 265,978      $ 686,589      757,800      (18,063   $ (68,674   $ 903,501      $ 5,208      $ 908,709   
                                                                     

BALANCE, January 1, 2010

     $ 37,671    $ 266,706      $ 679,597      754,706      (17,863   $ (57,731   $ 908,380      $ 5,947      $ 914,327   

Net income

     19,657             19,454              19,454        203        19,657   

- Proceeds from Stock Issuance Program

          (34     (4,228   (660,206   15,626          11,364          11,364   

- Cash dividends declared ($0.30 per share)

            (11,394           (11,394       (11,394

- Distribution from Subsidiary to Noncontrolling Interest Owners

                      (3,461     (3,461

- Fair value of financial instruments

     (2,819                (2,819     (2,819       (2,819

- Amortization of restricted share units

          426                426          426   
                           

Comprehensive income

   $ 16,838                      
                           
                     
                                                                     

BALANCE, March 31, 2010

     $ 37,671    $ 267,098      $ 683,429      94,500      (2,237   $ (60,550   $ 925,411      $ 2,689      $ 928,100   
                                                                     


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009

(Expressed in thousands of U.S. Dollars)

 

     2010     2009  

Cash Flows from Operating Activities:

    

Net income

   $ 19,657      $ 25,203   

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

    

Depreciation

     21,575        23,001   

Amortization of deferred dry-docking costs

     1,353        1,784   

Amortization of loan fees

     288        206   

Stock compensation expense

     426        46   

Change in fair value of derivative instruments

     1,366        (2,071

Gain on sale of vessels

     (14,346     —     

Payments for dry-docking

     (451     —     

(Increase) Decrease in:

    

Receivables

     (7,831     1,798   

Inventories

     968        (1,388

Prepaid insurance and other

     822        (1,252

Increase (Decrease) in:

    

Payables

     (353     4,868   

Accrued liabilities

     410        (823

Unearned revenue

     (3,892     (176
                

Net Cash provided by Operating Activities

     19,992        51,196   
                

Cash Flows from Investing Activities:

    

Advances for vessels under construction and acquisitions

     (39,286     (955

Vessel acquisitions and/or improvements

     (111     (618

Proceeds from sale of vessels

     89,415        —     
                

Net Cash provided by/ (used in) Investing Activities

     50,018        (1,573
                

Cash Flows from Financing Activities:

    

Financing costs

     (65     (38

Payments of long-term debt

     (51,190     (21,290

Increase in restricted cash

     677        1,354   

Purchase of treasury stock

     —          (3,846

Proceeds from stock issuance program, net

     11,399        —     

Distribution from subsidiary to noncontrolling interest owners

     (3,461     —     
                

Net Cash used in Financing Activities

     (42,640     (23,820
                

Net increase in cash and cash equivalents

     27,370        25,803   

Cash and cash equivalents at beginning of period

     296,181        312,169   
                

Cash and cash equivalents at end of period

   $ 323,551      $ 337,972   
                


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

MARCH 31, 2010, AND 2009

(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)

 

1. Basis of Presentation

The accompanying unaudited consolidated financial statements of Tsakos Energy Navigation Limited (the “Holding Company”) and subsidiaries (collectively, the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP) for interim financial information and with the instructions to Form 6-K and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. Operating results for the three months ended March 31, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010.

The consolidated balance sheet as of December 31, 2009 has been derived from the audited financial statements at that date, but does not include all of the footnotes required by generally accepted accounting principles for complete financial statements.

For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2009.

 

2. (a) Recent Accounting Pronouncements:

In January 2010, the FASB issued an Accounting Standards Update (ASU) No. 2010-06, “Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements.” The updated guidance requires new disclosures to separately disclose the amounts of significant transfers in and out of Levels 1 and 2 fair value measurements and describe the reasons for the transfers; and in the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements. The updated guidance also clarifies existing disclosures related to the level of disaggregation, and disclosures about inputs and valuation techniques. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the rollforward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods with those fiscal years. We do not expect the adoption of this guidance to have an effect on our consolidated statement of financial position, results of operations or cash flows.

 

5


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

MARCH 31, 2010, AND 2009

(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)

 

3. Transactions with Related Parties

The following amounts were charged by related parties for services rendered:

 

     Three months ended March 31,
     2010    2009

Tsakos Shipping and Trading S.A. (commissions)

   1,320    1,582

Tsakos Energy Management Limited (management fees)

   3,255    3,181

Argosy Insurance Company Limited

   2,444    2,143

AirMania Travel S.A.

   121    140
         

Total expenses with related parties

   7,140    7,046
         

Balances due from and to related parties are as follows:

 

     March 31,
2010
   December 31,
2009

Due from related parties

     

Tsakos Shipping and Trading S.A.

   5,357    2,681

Argosy Insurance Company Limited

   1,512    2,678
         

Total due from related parties

   6,869    5,359
         

Due to related parties

     

Tsakos Energy Management Limited

   25    22

AirMania Travel S.A.

   53    18
         

Total due to related parties

   78    40
         

 

  (a) Tsakos Energy Management Limited (the “Management Company”): The Holding Company has a Management Agreement (“Management Agreement”) with the Management Company, a Liberian corporation, to provide overall executive and commercial management of its affairs for a monthly fee. From January 1, 2009, monthly management fees for operating vessels were $23.7 per owned vessel and $17.5 for chartered-in vessels or for owned vessels chartered out on a bare-boat basis. From January 1, 2010, monthly fees for operating vessels and for chartered-in vessels or for owned vessels chartered out on a bare-boat basis are $24.0 and $17.7 respectively.

The Holding Company and the Management Company have certain officers and directors in common. The President, who is also the Chief Executive Officer and a Director of the Holding Company, is also the sole stockholder of the Management Company. The Management Company may unilaterally terminate its Management Agreement with the Holding Company at any time upon one year’s notice. In addition, if even one director was elected to the Holding Company’s Board of Directors without having been recommended by the existing board, the Management Company would have the right to terminate the Management Agreement on ten days notice, and the Holding Company would be obligated as at March 31, 2010 to pay the Management Company an amount of approximately $127,000 calculated in accordance with the terms of the Management Agreement. Under the terms of the Management Agreement between the Holding Company and the Management Company, the Holding Company may terminate the Management

 

6


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

MARCH 31, 2010, AND 2009

(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)

 

3. Transactions with Related Parties (continued)

 

Agreement only under specific circumstances, without the prior approval of the Holding Company’s Board of Directors.

Estimated future management fees payable over the next ten years under the Management Agreement, exclusive of any incentive awards and based on existing vessels and known vessels as at March 31, 2010, scheduled for future delivery, are:

 

Period/Year

   Amount

April to December 2010

   10,089

2011

   13,391

2012

   13,460

2013

   13,479

2014

   13,512

2015 to 2020

   70,800
    
   134,731
    

Management fees for vessels are separately reflected in the accompanying Consolidated Statements of Income. Also, under the terms of the Management Agreement, the Management Company provides supervisory services for the construction of new vessels for a monthly fee of $17.7 per vessel in 2010 and $17.5 in 2009. These fees in total amounted to $212 and $210 during the three months ended March 31, 2010 and 2009, respectively, and are either accounted for as part of construction costs for delivered vessels or are included in Advances for vessels under construction.

 

  (b) Tsakos Shipping and Trading S.A. (“Tsakos Shipping”): The Management Company has appointed Tsakos Shipping to provide technical management to the Company’s vessels. Tsakos Shipping, at the consent of the Holding Company, may subcontract all or part of the technical management of any vessel to an alternative unrelated technical manager. Certain members of the Tsakos family are involved in the decision-making processes of Tsakos Shipping and of the Management Company and are also shareholders of the Holding Company.

The Management Company, at its own expense, pays technical management fees to Tsakos Shipping, and the Company bears and pays directly to Tsakos Shipping most of its operating expenses, including repairs and maintenance, provisioning and crewing of the Company’s vessels, as well as certain charges which are capitalized or deferred, including reimbursement of the costs of Tsakos Shipping personnel sent overseas to supervise repairs and perform inspections on Company vessels. Tsakos Shipping also provides chartering services for the Company’s vessels by communicating with third party brokers to solicit research and propose charters. For this service, the Company pays to Tsakos Shipping a chartering commission of approximately 1.25% on all freights, hires and demurrages. Such commissions are included in Commissions in the accompanying Consolidated Statements of Income. Tsakos Shipping also provides sale and purchase of vessels brokerage service. For this service, Tsakos Shipping may charge brokerage commission. In 2010, this commission was 1% of the sale price of a vessel.

 

7


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

MARCH 31, 2010, AND 2009

(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)

 

3. Transactions with Related Parties (continued)

 

Commissions due to Tsakos Shipping by the Company have been netted-off against amounts due from Tsakos Shipping for advances made, and the net amount is included in Due from related Companies.

 

  (c) Argosy Insurance Company Limited (“Argosy”): The Company places its hull and machinery insurance, increased value insurance and war risk and certain other insurance through Argosy, a captive insurance company affiliated with Tsakos Shipping.

 

  (d) AirMania Travel S.A. (“AirMania”): Apart from third-party agents, the Company also uses an affiliated company, AirMania, for travel services.

 

4. Vessels

Acquisitions

There were no scheduled deliveries in the first quarter of 2010. The Company paid $39,286 for the four vessels which are under construction.

Sales

In the first quarter of 2010, the Company sold two vessels, the aframax Parthenon and the suezmax Decathlon realizing gains of $14,346 in total, which is separately reflected in the accompanying Consolidated Statements of Income.

Charters-out

The future minimum revenues, before reduction for brokerage commissions, expected to be recognized on non-cancelable time charters are as follows:

 

Period/Year

   Amount

April to December 2010

   146,326

2011

   102,135

2012

   30,056

2013

   15,435

2014

   437
    

Total

   294,389
    

These amounts do not assume any off-hire.

Charter hire expense

The suezmax Nordic Passat was chartered by the Company from March 2, 2010. The total amount of hire charged to March 31, 2010 was $366. Estimated total payments between April 1 and June 4, 2010, the expected date of the expiration of the charter, are $813.

Another vessel was chartered from January 30, 2010 to February 9, 2010 at a cost of $150.

 

8


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

MARCH 31, 2010, AND 2009

(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)

 

5. Deferred Charges

Deferred charges consisted of dry-docking and special survey costs, net of accumulated amortization, amounting to $9,876 at March 31, 2010 and $10,778 at December 31, 2009, and loan fees, net of accumulated amortization, amounting to $3,748 at March 31, 2010 and $4,005 at December 31, 2009. Amortization of deferred dry-docking costs is separately reflected in the accompanying Consolidated Statements of Income, while amortization of loan fees is included in Interest and finance costs, net.

 

6. Long – Term Debt

 

Facility

   March 31,
2010
    December 31,
2009
 

(a) Credit Facilities

   1,237,253      1,285,213   

(b) Term Bank Loans

   214,131      217,361   
            

Total

   1,451,384      1,502,574   

Less – current portion

   (144,944   (172,668
            

Long-term portion

   1,306,440      1,329,906   
            

 

  (a) Credit facilities

As at March 31, 2010, the Company had seven open reducing revolving credit facilities, all of which are reduced in semi-annual installments, and two open facilities which have both a reducing revolving credit component and a term bank loan component. The aggregate available unused amount under these facilities at March 31, 2010 is $72,522 which includes $40,000 relating to the delivery of the aframax Sapporo Princess on April 14, 2010. Interest is payable at a rate based on LIBOR plus a spread. At March 31, 2010, interest on these facilities ranged from 0.88% to 5.19%.

 

  (b) Term bank loans

Term loan balances outstanding at March 31, 2010 amounted to $214,131. These bank loans are payable in U.S. Dollars in semi-annual installments with balloon payments due at maturity between May 2014 and July 2019. Interest rates on the outstanding loans as at March 31, 2010, are based on LIBOR plus a spread.

At March 31 2010, interest on these term bank loans ranged from 1.05% to 2.89%. One bank loan includes an option to convert the loan into Euro, Yen or Swiss Francs at the applicable spot rates of exchange.

The weighted-average interest rates on the above executed loans for the applicable periods were:

 

Three months ended March 31, 2010

   1.58

Three months ended March 31, 2009

   3.90

The above revolving credit facilities and term bank loans are secured by first priority mortgages on all vessels, and to assignments of earnings and insurances of the respectively mortgaged vessels, and by corporate guarantees of the relevant ship- owning subsidiaries.

 

9


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

MARCH 31, 2010, AND 2009

(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)

 

6.   Long –Term Debt (continued)

 

The loan agreements include, among other covenants, covenants requiring the Company to obtain the lenders’ prior consent in order to incur or issue any financial indebtedness, additional borrowings, pay dividends in an amount more than 50% of cumulative net income (as defined in the related agreements), sell vessels and assets, and change the beneficial ownership or management of the vessels. Also, the covenants require the Company to maintain a minimum liquidity, a minimum hull value in connection with the vessels’ outstanding loans, insurance coverage of the vessels against all customary risks and maintenance of operating bank accounts with minimum balances.

The annual principal payments required to be made after March 31, 2010, including balloon payments totaling $666,275 due through July 2019, are as follows:

 

Period/Year

   Amount

April to December 2010

   121,569

2011

   104,364

2012

   104,364

2013

   140,633

2014

   103,120

2015

   223,447

2016 and thereafter

   653,887
    
   1,451,384
    

 

7. Interest and Finance Costs, net

 

     2010     2009  

Interest expense

   13,537      17,496   

Less: Interest capitalized

   (458   (571
            

Interest expense, net

   13,079      16,925   
            

Bunkers swap cash settlements

   (732   —     

Amortization of loan fees

   288      206   

Bank charges

   43      42   
            

Sub-total

   12,678      17,173   
            

Amortization of deferred loss on undesignated cash flow hedge

   34      —     

Change in fair value of non-hedging financial instruments

   1,333      (2,067
            

Sub-total

   1,367      (2,067
            

Net total

   14,045      15,106   
            

As of March 31, 2010, the Company was committed to thirteen floating-to-fixed interest rate swaps with major financial institutions covering notional amounts aggregating $906,531 on which it pays fixed rates averaging 4.80% and receives floating rates based on the six-month London interbank offered rate (“LIBOR”) (see Note 12).

 

10


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

MARCH 31, 2010, AND 2009

(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)

 

7. Interest and Finance Costs, net (continued)

 

As at March 31, 2010, and December 31, 2009 the Company held ten and eleven interest rate swap agreements respectively, in order to hedge its exposure to interest rate fluctuations associated with its debt. The fair value of such financial instruments as of March 31, 2010 and December 31, 2009 in aggregate amounted to $62,486 (negative) and $59,063 (negative), respectively. As of March 24, 2010, the Company removed from designation as a cash flow hedge a part of one hedging interest rate swap. This interest rate swap is associated with a secured term loan facility for certain held-for-sale vessels. Under the terms of the facility, a vessel sale will permanently reduce the debt balance by an amount equivalent to the relevant fraction of the facility computed by taking the fair market value of the vessel sold divided by the fair market value of all the vessels secured under the facility. When an agreement to sell one of these vessels was reached on March 24, 2010, the hedge became ineffective and it was determined by management that the future cash flows associated with the repayment of the related financing of such vessel would be probable of not occurring. As such, the changes in fair value during the first quarter of 2010 on that ineffective part of $143 (positive) have been included directly in earnings for the period with the remaining change in fair value (for those vessels under the facility which were not sold) reflected directly in Accumulated other comprehensive loss in Stockholders’ Equity. In addition, the loss within Accumulated other comprehensive loss that was considered to be directly related to the portion of the loan to be prepaid on the sale of the vessel was immediately charged to income and amounted to $428. The remaining loss included in Accumulated other comprehensive loss related to the portion of the loan that will not be prepaid, and for which the associated future cash flows are deemed probable of occurring ($6,909 at March 24, 2010) will be amortized to income over the term of the financial instrument provided that the variable-rate interest obligations continue. The amount of such loss amortized during the three months ended March 31, 2010 was $34.

At March 31, 2010, the Company held two other interest rate swaps that did not meet hedge accounting criteria. As such, the changes in their fair values during the first quarter of 2010 have been included in change in fair value of non-hedging financial instruments in the table above, and amounted to $45 (negative).

During March and July 2009, and February 2010, the Company entered into six bunker swap agreements in order to hedge its exposure to bunker price fluctuations associated with the consumption of bunkers by its vessels. The fair value of these financial instruments as of March 31, 2010 was $5,728 (positive), and the changes in their fair values during the first quarter of 2010 amounting to $718 (negative) have been included in Change in fair value of non-hedging financial instruments in the table above, as such agreement do not meet the hedging criteria.

 

8. Stockholders’ Equity

On December 4, 2009, the Company entered into a distribution agency agreement with a Bank for the offer and sale of up to three million common shares. In accordance with the terms of the distribution agency agreement, the shares may be offered and sold at any time and from time to time through the sales agent by means of ordinary brokers’ transactions on the New York Stock Exchange at market prices prevailing at the time of sale or as otherwise agreed with the Bank. The Company plans to sell its treasury stock before the issuance of new shares. In the three months ended March 31, 2010, the Company sold 660,206 treasury shares for net proceeds of $11,399. In December 2009, the Company sold 17,394 treasury shares for net proceeds of $258.

In 2004, the shareholders approved a share-based incentive plan providing for the granting of up to 1,000,000 of stock options or other share-based awards to directors and officers of the Company, crew members and to employees of the related companies (the “2004 Plan”).

 

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TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

MARCH 31, 2010, AND 2009

(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)

 

8. Stockholders’ Equity (continued)

 

There were no movements under this plan during the three months ended March 31, 2010. The number of RSU’s granted and outstanding as at December 31, 2009 and as at March 31, 2010 was 399,500. Of these outstanding RSUs, 11,800 will vest on May 29, 2010, 55,000 will vest on June 30, 2010, 277,700 will vest on December 31, 2010, and 55,000 will vest on December 31, 2011.

Total compensation expense recognized in the three months ended March 31, 2010 and 2009 amounted to $426 and $46, respectively. As at March 31, 2010, the total compensation cost related to the non-vested RSUs not yet recognized was $1,094 ($1,484 at December 31, 2009) and the weighted average remaining contractual life of outstanding grants was 0.8 years.

In the first quarter of 2010, Accumulated other comprehensive loss increased with unrealized losses of $2,819 while in the first quarter of 2009 accumulated other comprehensive loss decreased with unrealized gains of $3,565, that resulted from the changes in the fair value of financial instruments.

 

9. Earnings per Common Share

The computation of basic earnings per share is based on the weighted average number of common shares outstanding during the year. The computation of diluted earnings per share assumes the foregoing and the exercise of all RSUs (See Note 8) using the treasury stock method.

 

     2010    2009

Net income available to common stockholders

   $ 19,454    $ 24,452
             

Weighted average common shares outstanding

     37,439,531      37,048,134

Dilutive effect of RSUs

     311,234      272,034
             

Weighted average common shares – diluted

     37,750,765      37,320,168
             

Basic earnings per common share

   $ 0.52    $ 0.66
             

Diluted earnings per common share

   $ 0.52    $ 0.66
             

For the three months ended March 31, 2010 and 2009, there were no RSUs considered anti-dilutive which would have resulted in their exclusion from the computation of diluted earnings per common share.

 

10. Noncontrolling Interest in Subsidiary

An affiliate of Flota Petrolera Ecuatoriana (“Flopec”) owns 49% of Mare Success S.A., the holding-company of two Panamanian registered companies which own respectively the vessels Maya and Inca. Mare Success S.A. is fully consolidated in the accompanying financial statements. On January 22, 2010, Mare Success declared dividends of $7,064 to its shareholders, and on January 26, 2010, Mare Success paid the non-controlling interest $3,461.

 

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TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

MARCH 31, 2010, AND 2009

(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)

 

11. Commitments and Contingencies

As at March 31, 2010, the Company had under construction two aframax and two suezmax tankers. The total contracted amount remaining to be paid for the four vessels under construction, plus the extra costs agreed as at March 31, 2010 was $178,323. Scheduled remaining payments as of March 31, 2010 were $118,123 in 2010 and $60,200 in 2011.

In the ordinary course of the shipping business, various claims and losses may arise from disputes with charterers, agents and other suppliers relating to the operations of the Company’s vessels. Management believes that all such matters are either adequately covered by insurance or are not expected to have a material adverse effect on the Company’s results from operations or financial condition.

 

12. Financial Instruments

 

  (a) Interest rate risk: The Company’s interest rates and loan repayment terms are described in Notes 6 and 7.

 

  (b) Concentration of credit risk: Financial Instruments consist principally of cash, trade accounts receivable, investments and derivatives. The Company places its temporary cash investments, consisting mostly of deposits, primarily with high credit qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions that are considered in the Company’s investment strategy. The Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of its customers’ financial condition and generally does not require collateral for its accounts receivable and does not have any agreements to mitigate credit risk. The Company limits the exposure of non-performance by counterparties to derivative instruments by diversifying among counterparties with high credit ratings, and performing periodic evaluations of the relative credit standing of the counterparties.

 

  (c) Fair value: The carrying amounts reflected in the accompanying Consolidated Balance Sheet of financial assets and accounts payable approximate their respective fair values due to the short maturity of these instruments. The fair value of long-term bank loans with variable interest rates approximate the recorded values, generally due to their variable interest rates. The present value of the future cash flows of the portion of one long-term bank loan with a fixed interest rate is estimated to be approximately $80,319 as compared to its carrying amount of $91,622 (Note 6). The fair value of the investment equates to the amounts that would be received by the Company in the event of sale of that investment.

The fair values of the one long-term bank loan with a fixed interest rate, the interest rate swap agreements and bunker swap agreements discussed in Note 6 above are determined through Level 2 of the fair value hierarchy as defined in FASB guidance for Fair Value Measurements and are derived principally from or corroborated by observable market data, interest rates, yield curves and other items that allow value to be determined. The fair value of the investment is determined through Level 3 of the fair value hierarchy as defined in FASB guidance for Fair Value Measurements and is determined by

 

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TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

MARCH 31, 2010, AND 2009

(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)

 

12. Financial Instruments (continued)

 

the Company’s own data.

 

13. Subsequent Events

 

  (a) On April 8, 2010, the panamax vessel Hesnes, recorded in the consolidated Balance Sheet as Held-for-Sale, was delivered to its new owners resulting in a gain of approximately $91 and related debt of $6,048 repaid.

 

  (b) On April 9, 2010, the Company drew down $40.0 million on a 12-year term loan agreed in November 2009, relating to the delivery of the aframax Sapporo Princess which was delivered on April 14, 2010.

 

  (c) On May 17, 2010, the Company signed a new loan agreement for an amount of $39.0 million to partly finance the newbuilding aframax vessel Uraga Princess, scheduled for delivery on July 2, 2010.

 

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