-----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, FmQmKvWEgqM1X+6k5oPjL/CaxfcjcpQP8LFsIHetpuIW4pa90nU4/aantwOIOIWM DduBoHHFRUfq95WKjPMhwg== 0001193125-10-214468.txt : 20100922 0001193125-10-214468.hdr.sgml : 20100922 20100922120940 ACCESSION NUMBER: 0001193125-10-214468 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100922 FILED AS OF DATE: 20100922 DATE AS OF CHANGE: 20100922 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: 101084201 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 September, 2010

Commission File Number 001-31236

 

 

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-                    .

 

 

 


TSAKOS ENERGY NAVIGATION LIMITED

FORM 6-K

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. 333-159218) initially filed with the SEC on May 13, 2009, as amended by Pre-Effective Amendment No. 1 filed with the SEC on June 12, 2009, Pre-Effective Amendment No. 2 filed with the SEC on July 1, 2009 and Pre-Effective Amendment No. 3 filed with the SEC on July 10, 2009;

 

 

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

 

 

Registration Statement on Form S-8/A (No. 333-134306) filed with the SEC on May 17, 2007;

 

 

Registration Statement on Form S-8 (No. 333-134306) filed with the SEC on May 19, 2006;

 

 

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.


EXHIBIT INDEX

 

99.1    Consolidated Financial Statements (Unaudited), June 30, 2010
99.2    Management’s Discussion and Analysis of Financial Condition and Results of Operations


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: September 22, 2010

 

TSAKOS ENERGY NAVIGATION LIMITED
By:  

/s/ Paul Durham

  Paul Durham
  Chief Financial Officer
EX-99.1 2 dex991.htm CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), JUNE 30, 2010 Consolidated Financial Statements (Unaudited), June 30, 2010

Exhibit 99.1

TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

JUNE 30, 2010 and DECEMBER 31, 2009

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

 

     June 30,
2010
    December 31,
2009
 
     (Unaudited)        

ASSETS

    

CURRENT ASSETS:

    

Cash and cash equivalents

   $ 305,599      $ 296,181   

Restricted cash

     7,298        6,818   

Accounts receivable, net

     21,991        12,661   

Insurance claims

     3,635        3,814   

Due from related parties

     5,989        5,359   

Advances and other

     8,543        6,158   

Vessels held for sale

     6,956        120,877   

Inventories

     10,457        13,014   

Prepaid insurance and other

     5,215        3,431   

Current portion of financial instruments-Fair value

     2,188        3,334   
                

Total current assets

     377,871        471,647   
                

INVESTMENTS

     1,000        1,000   

FINANCIAL INSTRUMENTS - FAIR VALUE, net of current portion

     994        3,112   

FIXED ASSETS

    

Advances for vessels under construction

     122,386        49,213   

Vessels

     2,399,400        2,335,031   

Accumulated depreciation

     (368,964     (325,066
                

Vessels’ Net Book Value

     2,030,436        2,009,965   
                

Total fixed assets

     2,152,822        2,059,178   
                

DEFERRED CHARGES, net

     15,253        14,783   
                

Total assets

   $ 2,547,940      $ 2,549,720   
                

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

CURRENT LIABILITIES:

    

Current portion of long-term debt

   $ 115,496      $ 172,668   

Payables

     26,232        29,223   

Due to related parties

     2,337        40   

Dividend declared

     5,728        —     

Accrued liabilities

     17,600        15,273   

Accrued bank interest

     5,704        6,079   

Unearned revenue

     4,073        11,265   

Current portion of financial instruments -Fair value

     31,480        29,683   
                

Total current liabilities

     208,650        264,231   
                

LONG-TERM DEBT, net of current portion

     1,351,533        1,329,906   

FINANCIAL INSTRUMENTS - FAIR VALUE, net of current portion

     47,209        41,256   

STOCKHOLDERS’ EQUITY:

    

Common stock, $ 1.00 par value; 100,000,000 shares authorized; 38,183,569 issued and outstanding at June 30, 2010 and 37,671,392 issued at December 31, 2009.

     38,184        37,671   

Additional paid-in capital

     273,900        266,706   

Retained earnings

     685,360        679,597   
                
     997,444        983,974   

Cost of treasury stock (nil and 754,706 shares)

     —          17,863   
                
     997,444        966,111   

Accumulated other comprehensive loss

     (60,292     (57,731

Noncontrolling interest

     3,396        5,947   
                

Total stockholders’ equity

     940,548        914,327   
                

Total liabilities and stockholders’ equity

   $ 2,547,940      $ 2,549,720   
                

 

1


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

FOR THE THREE MONTHS ENDED JUNE 30, 2010 AND 2009

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

 

     Three months ended June 30,  
     2010     2009  

VOYAGE REVENUES:

   $ 112,847      $ 114,180   

EXPENSES:

    

Commissions

     4,103        4,245   

Voyage expenses

     25,475        21,334   

Charter hire expense

     1,389        —     

Vessel operating expenses

     29,387        34,879   

Depreciation

     22,323        23,272   

Amortization of deferred dry-docking costs

     1,097        1,789   

Management fees

     3,249        3,274   

General and administrative expenses

     790        896   

Stock compensation expense

     367        147   

Foreign currency losses

     402        257   

Gain on sale of vessels

     (5,844     —     
                

Total expenses

     82,738        90,093   
                

Operating income

     30,109        24,087   
                

OTHER INCOME (EXPENSES):

    

Interest and finance costs, net

     (21,548     (6,045

Interest income

     683        1,133   

Other, net

     (71     79   
                

Total other expenses, net

     (20,936     (4,833
                

Net income

     9,173        19,254   

Less: Net income attributable to the noncontrolling interest

     (707     (482
                

Net income attributable to Tsakos Energy Navigation Limited

   $ 8,466      $ 18,772   
                

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

    

Basic

   $ 0.22      $ 0.51   
                

Diluted

   $ 0.22      $ 0.51   
                

Weighted average number of shares outstanding:

    

Basic

     38,018,711        36,908,326   
                

Diluted

     38,299,288        37,152,243   
                

 

2


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009

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

 

     Six months ended June 30,  
     2010     2009  

VOYAGE REVENUES:

   $ 217,521      $ 240,491   

EXPENSES:

    

Commissions

     8,055        9,332   

Voyage expenses

     44,924        36,422   

Charter hire expense

     1,905        —     

Vessel operating expenses

     63,929        72,780   

Depreciation

     43,898        46,273   

Amortization of deferred dry-docking costs

     2,450        3,573   

Management fees

     6,597        6,547   

General and administrative expenses

     1,791        2,356   

Stock compensation expense

     793        193   

Foreign currency losses

     213        56   

Gain on sale of vessels

     (20,190     —     
                

Total expenses

     154,365        177,532   
                

Operating income

     63,156        62,959   
                

OTHER INCOME (EXPENSES):

    

Interest and finance costs, net

     (35,593     (21,151

Interest income

     1,328        2,464   

Other, net

     (59     187   
                

Total other expenses, net

     (34,324     (18,500
                

Net income

     28,832        44,459   

Less: Net income attributable to the noncontrolling interest

     (911     (1,234
                

Net income attributable to Tsakos Energy Navigation Limited

   $ 27,921      $ 43,225   
                

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

    

Basic

   $ 0.74      $ 1.17   
                

Diluted

   $ 0.73      $ 1.16   
                

Weighted average number of shares outstanding:

    

Basic

     37,734,368        36,977,844   
                

Diluted

     38,068,876        37,217,103   
                

 

3


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 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

     44,459             43,225              43,225        1,234        44,459   

- Purchase of Treasury stock (237,700 shares)

            237,700        (3,943       (3,943       (3,943

- Cash dividends declared and paid ($0.85 per share)

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

- Fair value of financial instruments

     14,824                   14,824        14,824          14,824   

- Amortization of restricted share units

          193                193          193   
                           

Comprehensive income

   $ 59,283                      
                                                                             

BALANCE, June 30, 2009

     $ 37,671    $ 266,125      $ 705,362      764,400      $ (18,160   $ (57,415   $ 933,583      $ 5,691      $ 939,274   
                                                                       

BALANCE, January 1, 2010

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

Net income

     28,832             27,921              27,921        911        28,832   

- Proceeds from Stock Issuance Program

          (132     (5,036   (754,706     17,863          12,695          12,695   

- Issuance of 67,050 shares of restricted share units

       67      (67             —            —     

- Issuance of common stock (445,127 shares)

       446      6,600                7,046          7,046   

- Cash dividends paid ($0.30 per share)

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

- Cash dividends declared ($0.15 per share)

            (5,728           (5,728       (5,728

- Distribution from Subsidiary to Noncontrolling Interest Owners

                    —          (3,462     (3,462

- Fair value of financial instruments

     (2,561                (2,561     (2,561       (2,561

- Amortization of restricted share units

          793                793          793   
                           

Comprehensive income

   $ 26,271                      
                                                                             

BALANCE, June 30, 2010

     $ 38,184    $ 273,900      $ 685,360      —        $ —        $ (60,292   $ 937,152      $ 3,396      $ 940,548   
                                                                       

 

4


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009

(Expressed in thousands of U.S. Dollars)

 

     Six months ended June 30,  
     2010     2009  

Cash Flows from Operating Activities:

    

Net income

   $ 28,832      $ 44,459   

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

    

Depreciation

     43,898        46,273   

Amortization of deferred dry-docking costs

     2,450        3,573   

Amortization of loan fees

     607        430   

Stock compensation expense

     793        193   

Change in fair value of derivative instruments

     8,454        (9,107

Gain on sale of vessels

     (20,190     —     

Payments for dry-docking

     (3,019     (424

(Increase) Decrease in:

    

Receivables

     (17,752     9,189   

Inventories

     2,557        (2,506

Prepaid insurance and other

     (1,784     (8,142

Increase (Decrease) in:

    

Payables

     4,892        3,126   

Accrued liabilities

     1,952        (8,041

Unearned revenue

     (7,192     (5,407
                

Net Cash provided by Operating Activities

     44,498        73,616   
                

Cash Flows from Investing Activities:

    

Advances for vessels under construction and acquisitions

     (93,478     (2,398

Vessel acquisitions and/or improvements

     (44,065     (1,530

Proceeds from sale of vessels

     134,112        —     
                

Net Cash used in Investing Activities

     (3,431     (3,928
                

Cash Flows from Financing Activities:

    

Proceeds from long-term debt

     79,000        5,000   

Financing costs

     (641     (38

Payments of long-term debt

     (114,545     (42,157

Increase in restricted cash

     (480     (681

Purchase of treasury stock

     —          (3,943

Cash dividend

     (11,394     (31,374

Proceeds from stock issuance program, net

     19,873        —     

Distribution from subsidiary to noncontrolling interest owners

     (3,462     —     
                

Net Cash used in Financing Activities

     (31,649     (73,193
                

Net increase/(decrease) in cash and cash equivalents

     9,418        (3,505

Cash and cash equivalents at beginning of period

     296,181        312,169   
                

Cash and cash equivalents at end of period

   $ 305,599      $ 308,664   
                

 

5


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

JUNE 30, 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 six months ended June 30, 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. 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.

 

6


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

JUNE 30, 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 June 30,    Six months ended June 30,
     2010    2009    2010    2009

Tsakos Shipping and Trading S.A. (commissions)

   1,789    1,454    3,436    3,036

Tsakos Energy Management Limited (management fees)

   3,156    3,181    6,412    6,362

Argosy Insurance Company Limited

   2,068    2,780    4,512    4,923

AirMania Travel S.A.

   102    41    223    181
                   

Total expenses with related parties

   7,115    7,456    14,583    14,502
                   

Balances due from and to related parties are as follows:

 

     June 30,
2010
   December 31,
2009

Due from related parties

     

Tsakos Shipping and Trading S.A.

   5,989    2,681

Argosy Insurance Company Limited

   —      2,678
         

Total due from related parties

   5,989    5,359
         

Due to related parties

     

Tsakos Energy Management Limited

   255    22

Argosy Insurance Company Limited

   2,082    —  

AirMania Travel S.A.

   —      18
         

Total due to related parties

   2,337    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 were $24.0 and $17.7 respectively. From July 1, 2010, the monthly management fee for operating vessels is $27.0 per owned vessel except for the LNG carrier which bears a monthly fee of $32.0. The monthly management fee for chartered-in vessels or for owned vessels chartered out on a bare-boat basis is $20.0.

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 June 30, 2010 to pay the Management Company an amount of approximately

 

7


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

JUNE 30, 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)

 

$135,811 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 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 June 30, 2010, scheduled for future delivery, are:

 

Period/Year

   Amount

July to December 2010

   7,314

2011

   14,743

2012

   14,820

2013

   14,841

2014

   14,904

2015 to 2020

   79,355
    
   145,977
    

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 the first half of 2010 and $20.0 from July 1, 2010 and $17.5 in 2009. These fees in total amounted to $380 and $420 during the six months ended June 30, 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

 

8


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

JUNE 30, 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)

 

this service, Tsakos Shipping may charge brokerage commission. In 2010, this commission was up to 1% of the sale price of the vessel. 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

In the first six months of 2010, there was a scheduled delivery of the newly constructed vessel Sapporo Princess at a total cost of $64,328 of which $44,024 was paid within 2010.

Sales

During the six months ended June 30, 2010, the Company sold four vessels, the suezmax Decathlon, the aframax tankers Marathon and Parthenon and the panamax Hesnes realizing gains of $20,190 in total, which is separately reflected in the accompanying Consolidated Statements of Income. There were no sales of vessels during the first half of 2009.

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

July to December 2010

   110,712

2011

   108,616

2012

   30,997

2013

   15,435

2014

   437
    

Total

   266,197
    

These amounts do not assume any off-hire.

Charter hire expense

The suezmax Nordic Passat was chartered by the Company from March 2 to June 13, 2010. The total amount of hire charged to June 30, 2010 was $1,755. Another vessel was chartered from January 30, 2010 to February 9, 2010 at a cost of $150.

 

9


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

JUNE 30, 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 $11,346 at June 30, 2010 and $10,778 at December 31, 2009, and loan fees, net of accumulated amortization, amounting to $3,907 at June 30, 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

   June 30,
2010
    December 31,
2009
 

(a) Credit Facilities

   1,178,314      1,285,213   

(b) Term Bank Loans

   288,715      217,361   
            

Total

   1,467,029      1,502,574   

Less – current portion

   (115,496   (172,668
            

Long-term portion

   1,351,533      1,329,906   
            

 

  (a) Credit facilities

As at June 30, 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 June 30, 2010 is $32,522. Interest is payable at a rate based on LIBOR plus a spread. At June 30, 2010, interest on these facilities ranged from 0.88% to 5.19%.

 

  (b) Term bank loans

Term loan balances outstanding at June 30, 2010 amounted to $288,715. These bank loans are payable in U.S. Dollars in semi-annual installments with balloon payments due at maturity between May 2014 and April 2022. Interest rates on the outstanding loans as at June 30, 2010, are based on LIBOR plus a spread. At June 30, 2010, interest on these term bank loans ranged from 0.96% 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 June 30, 2010

   1.53

Three months ended June 30, 2009

   2.79

Six months ended June 30, 2010

   1.55

Six months ended June 30, 2009

   3.35

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

 

10


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

JUNE 30, 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)

 

respectively mortgaged vessels, and by corporate guarantees of the relevant ship-owning subsidiaries.

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 June 30, 2010, including balloon payments totaling $689,394 due through April 2022, are as follows:

 

Period/Year

   Amount

July to December 2010

   60,586

2011

   109,487

2012

   109,487

2013

   145,830

2014

   108,222

2015

   228,580

2016 and thereafter

   704,837
    
   1,467,029
    

 

7. Interest and Finance Costs, net

 

     Three months ended
June 30,
    Six months ended
June 30,
 
     2010     2009     2010     2009  

Interest expense

   15,463      13,400      29,000      30,896   

Less: Interest capitalized

   (725   (536   (1,183   (1,107
                        

Interest expense, net

   14,738      12,864      27,817      29,789   
                        

Bunkers swap cash settlements

   (685   (123   (1,418   (123

Amortization of loan fees

   319      224      607      430   

Bank charges

   89      116      133      162   
                        

Sub-total

   14,461      13,081      27,139      30,258   
                        

Amortization of deferred loss on undesignated cash flow hedge

   443      —        477      —     

Change in fair value of non-hedging financial instruments

   6,644      (7,036   7,977      (9,107
                        

Sub-total

   7,087      (7,036   8,454      (9,107
                        

Net total

   21,548      6,045      35,593      21,151   
                        

 

11


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

JUNE 30, 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 of June 30, 2010, the Company was committed to thirteen floating-to-fixed interest rate swaps with major financial institutions covering notional amounts aggregating $889,109 on which it pays fixed rates averaging 4.67% and receives floating rates based on the six-month London interbank offered rate (“LIBOR”) (see Note 12).

As at June 30, 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 June 30, 2010 and December 31, 2009 in aggregate amounted to $53,860 (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 those 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 Stockholder’s 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 six months ended June 30, 2010 was $477.

At June 30, 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 half of 2010 have been included in change in fair value of non-hedging financial instruments in the table above, and amounted to $1,942 (negative).

During the first half of 2010 and 2009, the Company entered into seven and three bunker swap agreements, respectively, 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 June 30, 2010 was $3,182 (positive), and the changes in their fair values during the first half of 2010 amounting to $3,264 (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.

 

12


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

JUNE 30, 2010 AND 2009

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

 

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. Under this program, during the six months ended June 30, 2010, the Company sold all of its 754,706 treasury shares remaining at December 31, 2009 for net proceeds of $12,827 before the issuance and sale of 445,127 new shares for net proceeds of $7,046.

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”). As at June 30, 2010, 727,450 restricted share units (“RSUs”) had been issued to directors, officers and seafarers employed by the Company and to staff of the commercial and technical managers (who are considered as non-employees for accounting purposes), of which 378,700 had vested and 16,300 forfeited).

In the six months ended June 30, 2010, 67,050 RSUs vested. The number of RSU’s granted and outstanding as at June 30, 2010 was 332,450 and as at December 31, 2009 was 399,500. Of the outstanding RSUs as at June 30, 2010, 277,450 will vest on December 31, 2010, and 55,000 will vest on December 31, 2011. On July 1, 2010, a further 145,000 RSU’s were issued, vesting 50% on June 30, 2011 and 50% on June 30, 2012.

Total compensation expense recognized in the six months ended June 30, 2010 and 2009 amounted to $793 and $193, respectively. As at June 30, 2010, the total compensation cost related to the non-vested RSUs not yet recognized is $589 ($1,484 at December 31, 2009) and the weighted average remaining contractual life of outstanding grants is 0.7 years.

In the first six months of 2010 and 2009, Accumulated other comprehensive loss increased with unrealized losses of $2,561, and decreased with unrealized gains of $14,824, respectively, that resulted from the changes in the fair value of financial instruments.

On June 4, 2010, the Board of Directors resolved that a dividend of $0.15 cents per share will be paid on July 15, 2010 to shareholders of record on July 12, 2010.

 

13


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

JUNE 30, 2010 AND 2009

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

 

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.

 

     Three months ended June 30,    Six months ended June 30.
     2010    2009    2010    2009

Net income available to common stockholders

   $ 8,466    $ 18,772    $ 27,921    $ 43,225
                           

Weighted average common shares outstanding

     38,018,711      36,908,326      37,734,368      36,977,844

Dilutive effect of RSUs

     280,577      243,917      334,508      239,259
                           

Weighted average common shares – diluted

     38,299,288      37,152,243      38,068,876      37,217,103
                           

Basic earnings per common share

   $ 0.22    $ 0.51    $ 0.74    $ 1.17
                           

Diluted earnings per common share

   $ 0.22    $ 0.51    $ 0.73    $ 1.16
                           

For the six months ended June 30, 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 $3,462.

 

11. Commitments and Contingencies

As at June 30, 2010, the Company had under construction one aframax and two suezmax tankers. The total contracted amount remaining to be paid for the three vessels under construction, plus the extra costs agreed as at June 30, 2010 was $124,642. Scheduled remaining payments as of June 30, 2010 were $64,442 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.

 

14


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

JUNE 30, 2010 AND 2009

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

 

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 $90,186 (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 discussed above, the interest rate swap agreements and bunker swap agreements discussed in Note 7 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 the Company’s own data.

 

15


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

JUNE 30, 2010 AND 2009

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

 

13. Subsequent Events

 

  (a) On July 2, 2010, the Company took delivery of the newbuilding aframax vessel Uraga Princess.

 

  (b) On July 19, 2010 the Company signed agreements to purchase two panamax tankers, World Harmony and Chantal, from affiliated companies for $54.5 million each which were delivered to the Company on July 23, 2010 and August 10, 2010. On July 19, 2010, the Company exercised an option to purchase a further two panamax tankers for $54.5 million each for delivery in the fourth quarter of 2010.

 

  (c) On July 20, 2010, the Company signed an agreement to sell the panamax Victory III for $7,180 before commission and expenses which approximates the vessel’s carrying value. The vessel was delivered August 4, 2010.

 

  (d) On July 22, 2010, the Company signed a seven year loan agreement amounting to $70 million to finance the acquisition of the two panamax tankers purchased per Note 13(b), and drew down $35 million on July 23, 2010 and $35 million on August 10, 2010.

 

16

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 AND SIX MONTHS ENDED JUNE 30, 2010

Results of operations – management discussion & analysis

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

Voyage revenues

Voyage revenues from vessels were $112.8 million during the quarter ended June 30, 2010 compared to $114.2 million during the quarter ended June 30, 2009, a decrease of $1.3 million or 1.2%. During the six months ended June 30, 2010, voyage revenues from vessels were $217.5 million compared to $240.5 million during the six months ended June 30, 2009, a decrease of $23.0 million or 9.6%. The decrease in the three month period was due to there being one less vessel than in the prior three month period and to lower product tanker rates, although rates for the larger crude carriers were higher. For the six month period, the decrease was primarily due to a generally softer freight market compared to the previous year’s equivalent period, especially with regards to the first quarter results of the respective years, caused by the slowdown of trading activity exacerbated by increasing vessel supply, oil production cutbacks and rising oil inventories.

During the second quarter, the Company operated on average 45.0 vessels compared to 46.0 in the second quarter of 2009. For the first half of 2010, on average 45.8 vessels were operated compared to 46.0 in the first half of 2009. Since the beginning of 2009 to June 30, 2010, the Company has taken delivery of the newly designed aframaxes Ise Princess, Asahi Princess and Sapporo Princess and sold the suezmaxes Pentathlon and Decathlon, the aframaxes Parthenon and Marathon and the panamax Hesnes.

As a consequence of the flat product carrier market, revenue earned per vessel on average within the second quarter of 2010 was lower than the previous year’s second quarter, despite a more buoyant crude tanker sector. The average daily revenue per vessel for the quarter, after deducting voyage expenses (time charter equivalent or TCE, see definition below) was $22,059 per day compared to $22,890 for the previous year’s second quarter. There was a modest increase in the number of days utilized in profit-share arrangements which totaled 1,823 compared to 1,788 in the second quarter of 2009. The number of days in the second quarter 2010 that vessels were employed on spot, contract of affreightment and pool voyages increased to 1,514 from 1,307 in the second quarter of 2009. Operating days on pure time-charter without profit share fell by 336 days between the two second quarters. This new alignment of employment arose as a result of the expiration of previous time-charters within 2009 and our decision to obtain new employment in contracts of affreightment and pools in anticipation of securing more lucrative time-charters when the economic environment was expected to be less volatile.

Average daily TCE rate earned for the three and six month periods ended June 30, 2010 and June 30, 2009 were as follows:

 

     Three months ended
June 30,
   Six months ended
June 30,
     2010    2009    2010    2009
     $              $

LNG carrier

   27,378    45,998    37,788    45,995

VLCC

   43,549    38,257    36,857    34,479

Suezmax

   29,570    28,042    28,880    32,574

 

1


Aframax

   25,543    20,200    23,627    24,777

Panamax

   16,918    20,647    15,719    21,619

Handymax

   10,361    15,144    10,877    17,836

Handysize

   13,796    18,824    14,941    18,729

TCE is calculated by taking voyage revenue less voyage costs divided by the number of operating days. We do not deduct commission, as commission is payable on all types of charter. In the case of the bare-boat charter, we add an estimate of operating expenses of $10,000 per day in order to render the bare-boat charter comparable to a time-charter.

Time charter equivalent revenue and TCE rate are not measures of financial performance under U.S. GAAP and may not be comparable to similarly titled measures of other companies. However, TCE is a standard shipping industry performance measure used primarily to compare period-to-period changes in shipping performance despite changes in the mix of charter types (i.e. spot voyage charters, time charters and bareboat charters) under which the vessels may be employed between the periods. The following table reflects the calculation of our TCE rate for the period presented (amount in thousands of U.S. dollars, except for TCE rate, which is expressed in U.S. dollars and available days):

 

     Three months ended
June 30,
   

Six months ended

June 30,

 
     2010     2009     2010     2009  

Voyage revenues

   $ 112,847      $ 114,180      $ 217,521      $ 240,491   

Less :Voyage Expenses

     (25,475     (21,334     (44,924     (36,422

Add: Representative operating expenses for bareboat charter ($10,000 daily)

     910        910        1,810        1,810   
                                

Time charter equivalent revenues

   $ 88,282      $ 93,756      $ 174,407      $ 205,879   
                                

Divided by: net earnings (operating) days

     4,002        4,096        8,161        8,174   

Average TCE per vessel per day

   $ 22,059      $ 22,890      $ 21,371      $ 25,187   

The earnings of product carriers on profit-sharing arrangements were only at or slightly above the fixed minimum rate, which helped protect the overall income stream as actual market rates were below our fixed minimums. Those aframaxes and suezmaxes on profit-sharing arrangements earned amounts above the minimum rate, and generally higher compared to prior year’s second quarter rates on profit-sharing arrangements. For two VLCCs, La Prudencia and La Madrina, and two panamaxes, Maya and Andes, on six-month profit-sharing arrangements, the VLCCs earned well above minimum and higher than the previous second quarter although the panamaxes earned only the minimum guaranteed rates that were achieved at the profit-share determination performed in the second quarter.

Total utilization (total days that the vessels were actually employed as a percentage of total days in the period that we owned or controlled the vessels) achieved by the fleet in the second quarter, 2010 was 97.8%, the same as in the second quarter of 2009. For the six month periods the utilization achieved was 98.5% in 2010 and 98.2% in 2009. The days lost in the second quarter of 2010 relate to the dry-docking of Eurochampion and La Prudencia and the six month period also includes Didimon, repairs performed on Propontis and off-hire on Hesnes as the vessel was en route to the Far East for delivery to its new

 

2


owners which took place on April 8, 2010. In the second quarter of 2009, lost days included dry-docking of Aris and Promitheas and off-hire on Victory III.

Commissions

Commissions amounted to $4.1 million, or 3.6% of revenue from vessels, during the quarter ended June 30, 2010, compared to $4.2 million, or 3.7% of revenue from vessels, for the quarter ended June 30, 2009. For the six month period, commissions amounted to $8.1 million, or 3.7% of revenue from vessels in 2010, compared to $9.3 million, or 3.9% in 2009. The overall decrease in both periods was due to reduced revenues and changes in employment of several vessels to employment contracts, especially pool arrangements, 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-charters and bare-boat charters they are borne by the charterer, or, in the case of vessels in a pool, by the pool operators. Voyage expenses were $25.5 million during the quarter ended June 30, 2010, compared to $21.3 million during the prior year’s second quarter, a 19.4% increase. For the six months to June 30, 2010, voyage expenses were $44.9 million compared to $36.4 million during the prior year’s first half, a 23.3% increase.

The amount of voyage expenses is highly dependent on the voyage patterns followed and part of the change between quarters may usually be explained by changes in the total operating days the fleet operated on spot charter and contract of affreightment. However, the number of days that vessels were employed on these types of charter in the second quarter of 2010 decreased by 7.7% compared to the second quarter of 2009, and by 9.8% for the respective six month periods. The increase in voyage expenses was due primarily to the increase in total bunker expenditure by approximately 38% between the respective quarters. While volumes consumed had declined in line with the number of vessels on spot voyages, the average price for bunker purchased in the quarters had increased by approximately 45%. For the respective six month period, average bunker prices had increased by 67%.

Charter hire expense

Charter hire expense incurred during the second quarter of 2010 amounted to $1.4 million relating to the suezmax Nordic Passat, the former Decathlon which was sold in February to a third-party buyer, and immediately time-chartered back to us (with the new name) in order to continue its existing charter obligations of the Company. It was redelivered to its new owners in mid-June 2010. For the first half of 2010, the total charter-hire expense amounted to $1.9 million, which, apart from the Nordic Passat, included the charter of a handysize product carrier for a brief period to cover the charter obligations of Didimon while that vessel was in dry-dock. No vessels were chartered-in during 2009. The Company has no immediate plans to further charter-in vessels and therefore does not expect to incur charter hire expense for the foreseeable future.

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). Total operating costs were $29.4 million

 

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during the quarter ended June 30, 2010 compared to $34.9 million during quarter ended June 30, 2009, a decrease of 15.7%, partly due to there being one vessel less than in the equivalent period of 2009, but more significantly to a fall in daily operating costs per vessel. During the six months ended June 30, 2010, total operating costs were $63.9 million compared to $72.8 million during the six months ended June 30, 2009, a 12.2% reduction due mostly to the reduction in daily operating costs per vessel (the fleet size being similar in the two periods).

Vessel operating expenses per ship per day for those vessels in the fleet incurring operating expenses decreased to $7,342 for the quarter ended June 30, 2010 from $8,514 for the quarter ended June 30, 2009, a 13.8% decrease. There was a 7% strengthening of the U.S. dollar, which mainly impacted crew costs (as most vessel officers are paid in euro), and there were reduced insurance costs. In addition, there were notable falls in expenditure in the categories of stores, spares, repairs and lubricants, part of which may be explained by the stronger purchasing power achieved by the cooperation between our technical managers and the German owned ship management company Columbia ShipManagement Ltd.

Tsakos interests and the owners of Columbia ShipManagement Ltd., have jointly created a new ship management company in Greece known as Tsakos Columbia ShipManagement S.A. (“TCM”) which, from July 1, 2010, started to manage virtually all the vessels owned by TEN and Tsakos private clients, and will seek to obtain third-party clients. For the six months ended June 30, 2010, daily operating expenses per ship were $7,885 compared to $8,932 in the previous first half year, an 11.7% decrease for similar reasons as described above for the second quarter periods except that there was no material change in the average dollar/euro rate between the two six month periods.

Depreciation

Depreciation was $22.3 million during the quarter ended June 30, 2010 compared to $23.3 million during the quarter ended June 30, 2009, a decrease of 4.1%. For the first half year of 2010, depreciation was $43.9 million compared to $46.3 million in the prior year first half, a 5.1% decrease. We depreciate our vessels on a straight-line basis over their estimated useful lives, after considering their estimated residual values, based on the assumed value of the scrap steel available for recycling after demolition. The assumed value of scrap steel for the purpose of estimating the residual values of vessels is calculated at $300 per lightweight ton. In assessing the useful lives of vessels, we have adopted the industry-wide accepted practice of assuming a vessel has a useful life of 25 years (40 years for the LNG carrier), given that all classification society rules have been adhered to concerning survey certification and statutory regulations are followed.

In the latter part of 2009, five vessels met the criteria to be accounted for as held-for-sale at the year-end. As such they were included as current assets and any further depreciation ceased. Two of these vessels were delivered to their new buyers in the first quarter and a further two in the second quarter. The fifth vessel has since also been sold. In addition, the net book value of the vessel Vergina II (together with the net book value of two other vessels which were considered as held-for-sale) was impaired and reduced to fair value thereby incurring a reduced depreciation charge henceforth. Also, one other vessel was sold and two aframaxes were acquired in the intervening period since June 30, 2009, and the sum of these actions has resulted in a reduction of approximately $1 million to the quarterly depreciation charge.

Amortization of deferred charges

 

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During the quarter ended June 30, 2010, amortization of deferred dry-docking charges was $1.1 million compared to $1.8 million during the quarter ended June 30, 2009. The reduction primarily related to the expensing against sales proceeds of the remaining unamortized deferred dry-docking charges on sold vessels. In addition, although there were eleven new dry-dockings between June 30, 2009 and June 30, 2010, seven involved new smaller vessels for which only relatively small amounts of dry-docking related charges could be deferred, as compared to costs incurred in dry-docking larger older vessels.

Impairment

Our tests do not indicate that an impairment charge is required for any particular vessel at June 30, 2010.

The carrying value of the Company’s vessels includes the original cost of the vessels plus capitalized expenses since acquisition relating to improvements and upgrading of the vessel, less accumulated depreciation. Carrying value also includes the unamortized portion of deferred special survey and dry-docking costs. The carrying value of vessels usually differs from the fair market value applicable to any vessel, as market values fluctuate continuously depending on the market supply and demand conditions for vessels, as determined primarily by prevailing freight rates and newbuilding costs.

In order to identify indicators of impairment, we test for recoverability of each vessel’s carrying value and if necessary, measure the required impairment charges, management regularly compares each vessel’s carrying amount with the average of two fair market value assessments, as provided by two independent brokers. In the event that an indicator of impairment exists because a vessel’s carrying value is in excess of its fair market value, management estimates the undiscounted future cash flows to be generated by each of the Company’s vessels in order to assess the recoverability of the vessel’s carrying value. These estimates are based on historical industry freight rate averages for each category of vessel taking into account the age, specifications and likely trading pattern of each vessel and the likely condition and operating costs of each vessel. Economic forecasts of world growth and inflation are also taken into account. Such estimations are inevitably subjective and actual freight rates may be volatile. As a consequence, estimations may differ considerably from actual results.

While management, therefore, is of the opinion that the assumptions it has used in assessing whether there are grounds for impairment are justifiable and reasonable, the possibility remains that conditions in future periods may vary significantly from current assumptions, which may result in an impairment loss, especially in regards to older vessels. Management performs tests on the value and future cash flows for the possibility of impairment on a quarterly basis.

In the event that the undiscounted future cash flows do not exceed a vessel’s carrying value, an impairment charge is required, and the vessel’s carrying value is written down to the fair market value as determined above. As vessel values are also volatile, the actual market value of a vessel may differ significantly from estimated values within a short period of time.

Management fees

The Company pays to Tsakos Energy Management Ltd. fixed fees per vessel under a management agreement between the companies. The fee pays for services that cover both the management of the individual vessels and of the enterprise as a whole. According to the amended management agreement (from January 2007), there is a prorated adjustment if at beginning of the year the Euro has appreciated by 10% or more against the U.S. Dollar

 

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since January 1, 2007, and an increase each year by a percentage figure reflecting 12 month Euribor, if both parties agree. As a consequence, from January 1, 2009 monthly fees for operating vessels increased from $23,000 to $23,700 and for operating vessels chartered out on bare-boat, from $17,000 to $17,500. From January 1, 2010, monthly fees for operating vessels increased from $23,700 to $24,000 and for operating vessels chartered out on bare-boat, from $17,500 to $17,700. Management fees totaled $3.2 million during the quarter ended June 30, 2010, compared to $3.3 million for the quarter ended June 30, 2009, a 0.8% decrease over the quarter ended June 30, 2009 due to the slightly reduced fleet. For the six months ended June 30, 2010, management fees were $6.6 million compared to $6.5 million in the previous first half year, a 0.8% increase due to slightly increased fees (the fleet size being virtually the same). Total fees include fees paid directly to a third-party ship manager in the case of the LNG carrier. From July 1, 2010, management of all but three vessels of the fleet are managed by TCM and vessel monthly fees have been increased by $3,000 or approximately $100 per day per vessel, substantially less than the savings achieved from the creation of the new ship management company.

General and administrative expenses

General and administrative expenses consist primarily of professional fees, office supplies, investor relations, advertising costs, directors’ liability insurance, directors’ fees and travel-related expenses. General and administrative expenses were $0.8 million during the quarter ended June 30, 2010 compared to $0.9 million during the previous year’s second quarter, a decrease of 11.8% mainly due to reduced promotional costs. For the six months to June 30, 2010, general and administrative expenses were $1.8 million compared to $2.4 million during the previous year’s first half, a decrease of 24% mainly due to reduced professional fees, promotional and office costs.

General and administrative expenses plus the management fees and the stock compensation expense (see below), represent the overhead of the Company. On a per vessel basis, the daily overhead was $1,077 for the second quarter of 2010, compared to $1,031 in the second quarter of 2009. Although there were considerable savings on general and administrative expenses and a small change in management fees, there was an increase in stock compensation expense due to a further issuance of grants as described below.

Stock compensation expense

As at June 30, 2010, 727,450 restricted share units (RSUs) had been issued to directors, officers and seafarers employed by the Company and to staff of the commercial and technical managers (who are considered as non-employees for accounting purposes), of which 378,700 had vested and 16,300 forfeited. The remaining outstanding RSU’s will vest at various dates until December 31, 2011. The amortization charge for RSUs awarded to directors, officers and seafarers is based on their fair value which is based on the Company’s share price on issuance of the RSUs. For non-employees, the amortization rate is based on the share price at the vesting date and therefore the valuation is adjusted quarterly in line with movements in the share price until the vesting date. The amortization charge (stock compensation expense) for the second quarter of 2010 amounted to $0.4 million compared to $0.1 million in the second quarter of 2009, primarily due to the issuance of 121,800 RSUs in March and June 2009. For the first half of 2010, the charge was $0.8 million compared to $0.2 million for the first six months of 2009, again mainly due to the new issuance. On July 1, 2010, a further issuance of 145,000 RSUs occurred, vesting 50% on June 30, 2011 and 50% on June 30, 2012.

Gain on sale of vessels

 

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During the second quarter of 2010, the Company sold the aframax Marathon for $38.5 million realizing a gain of $5.8 million, and the panamax Hesnes for $7.4 million realizing a minimal gain, the vessel having suffered an impairment charge at the end of 2009 to bring her book cost down to fair market value. During the first quarter of 2010, the Company sold the aframax Parthenon for $39.5 million realizing a gain of $8.4 million, and the suezmax Decathlon for $51.5 million realizing a gain of $5.9 million. In the first half of 2009 there were no sales of vessels. The panamax tanker Victory III was sold in the third quarter for $7.2 million, before commission and expenses, which approximates the vessel’s carrying value, the vessel having incurred an impairment charge at the end of 2009 to reduce the carrying value to fair market value.

Operating income

Income from vessel operations was $30.1 million (including gains on the sale of vessels amounting to $5.8 million,) during the second quarter of 2010, compared to $24.1 million (with no gains on the sale of vessels) during the second quarter 2009, representing a 25.0% increase. During the first half of 2010, income from vessel operations was $63.2 million, (including gains on the sale of vessels amounting to $20.2 million,) compared to $63.0 million (with no gains on the sale of vessels) during the first half of 2009, representing a 0.3% increase.

Interest and finance costs

Interest and finance costs were $21.5 million for the second quarter of 2010 compared to $6.0 million for the quarter ended June 30, 2009, a 256.5% increase. Loan interest (excluding the impact of interest rate swaps) in the second quarter 2010 decreased by 46% to $5.6 million from $10.3 million in the second quarter of 2009. The average balance of outstanding debt was approximately $1,448 million for the second quarter of 2010 compared to $1,480 million for the previous year’s second quarter and the average loan interest rate fell to 1.5%. However, the average all-in loan finance cost in the second quarter of 2010, taking account of net swap interest paid, was 4.3% compared to 3.6% in the previous year’s second quarter. Interest paid on swaps amounted to $9.9 million in the second quarter 2010 compared to $3.1 million in the second quarter of 2009, mainly due to the fall in variable interest rates.

For the six months to June 30, 2010, interest and finance costs were $35.6 million compared to $21.2 million, a 68.3% increase. Loan interest decreased to $11.4 million from $25.0 million due to a 54% reduction in interest rates and a reduction of overall loans outstanding. However, interest paid on swaps increased to $17.6 million from $5.9 million in the prior half year.

There was a non-cash negative net movement of $4.5 million in the fair value (mark-to-market) of the non-hedging interest rate swaps in the second quarter of 2010, compared to a positive movement of $4.0 million in the second quarter of 2009. In the six months to June 30, 2010, there was a negative movement of $5.2 million compared to a positive movement of $5.2 million for the first half year of 2009.

At the end of the first quarter, an agreement was made to sell the panamax Hesnes. As a consequence, the interest rate swap relating to the loan which included the part financing of Hesnes became ineligible for special hedge accounting and was de-designated as a result of which a part of the accumulated negative valuation relating to this swap amounting to $0.4

 

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million was transferred, in the first quarter, from other comprehensive income to the income statement. In addition, the remaining part of the accumulated negative valuation relating to this interest rate swap amounting to $6.9 million, will be amortized to earnings over the remaining life of the swap to 2014. In the second quarter, an amount of $0.4 million was amortized.

Also in the second quarter of 2010, there was a negative non-cash movement of $2.5 million on bunkers swaps entered into in March 2009, which do not qualify as hedging instruments. This was offset by $0.7 million in actual cash received on the swaps in the second quarter 2010. In the second quarter of 2009, there was a positive movement of $3.0 million on these swaps and $0.1 million cash was received. For the six months to June 30, 2010, cash received amounted to $1.4 million ($0.1 million in the prior period) and valuation movements amounted to a negative $3.3 million compared to a positive $3.9 million in the prior six months.

Capitalized interest is based on expenditure incurred to date on vessels under construction. In the second quarter of 2010, capitalized interest was $0.7 million compared to $0.5 million in the previous year’s second quarter, the increase being due to the large installments made on the two suezmaxes under construction despite a slightly smaller remaining new building program, two vessels having been delivered since mid-2009. For the first half of 2010 and 2009, capitalized interest was $1.2 million and $1.1 million respectively.

Amortization of loan expenses was amounted to $0.3 million in the second quarter of 2010 and $0.2 million in the second quarter of 2009.

Interest income

Total income derived from bank deposits was $0.7 million during the second quarter of 2010 and $1.1 million during the quarter ended June 30, 2009. For the six month periods, 2010 and 2009, $1.3 million and $2.5 million were earned respectively, the decreases being mainly due to the drop in interest rates between the relevant periods.

Net income attributable to the non-controlling interest

A third-party company has a non-controlling interest of 49% in our subsidiary Mare Success S.A., which owns 100% of each of the companies that own the panamax vessels Maya and Inca. Income attributable to the non-controlling interest in the second quarter 2010 amounted to $0.7 million compared to $0.5 million in the second quarter 2009, the increase being primarily due to the increase in net income of Mare Success S.A. and subsidiaries arising from reduced loan interest and running expenses which offset a fall in revenue generated by the two vessels because of the softer market. For the six months to June 30, 2010, the income attributable to the non-controlling interest amounted to $0.9 million compared to $1.2 million in the previous first half year, the decrease being primarily due to a reduction in revenue between the comparative periods.

Net income attributable to Tsakos Energy Navigation Limited

As a result of the foregoing, net income attributable to Tsakos Energy Navigation Limited for the quarter ended June 30, 2010 was $8.5 million, or $0.22 per share, diluted, versus $18.8 million, or $0.51 earnings per share, diluted, for the quarter ended June 30, 2009. Net income attributable to Tsakos Energy Navigation Limited for the six months ended June 30, 2010 was $27.9 million, or $0.73 per share, diluted, versus $43.2 million, or $1.16 earnings per share, diluted, for the six months ended June 30, 2009.

 

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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. In addition, our newbuilding program and dry-docking schedule requires us to expend cash. 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.

Given our non-restricted cash holdings as at June 30, 2010 of $305.6 million and the number of vessels we have on time charter, we believe that even if there is a further major and sustained downturn in market conditions, our financial resources are sufficient to meet our liquidity needs through January 1, 2012, taking into account both our existing capital commitments and the minimum debt service requirements.

Working capital (non-restricted net current assets) amounted to $161.9 million at June 30, 2010, compared to $200.6 million as at June 30, 2009. Non-restricted cash balances at June 30, 2010 were $305.6 million compared to $292.6 million at June 30, 2009.

Net cash provided by operating activities was $24.5 million in the quarter ended June 30, 2010, compared to $22.4 million in the previous year’s second quarter. For the six month respective periods, net cash from operating activities was $44.5 million in 2010, compared to $73.6 million because the revenue in the first half of 2010 was lower compared to the first half of 2009, due to the softer market.

Expenditure incurred for dry-dockings for survey purposes, which are deferred and amortized to expense over the period from the dry-docking to the date of the next scheduled dry-docking, is deducted from net income to calculate cash generated by operating activities. In the second quarter of 2010, an amount of $2.6 million was paid on the dry-docking of Eurochampion and La Prudencia, while payments of $0.4 million were made on survey work in the second quarter of 2009. For the six months period, $3.0 million was paid in 2010 compared to $0.4 million in the previous year.

Net cash provided by investing activities was $53.4 million for the quarter ended June 30, 2010, compared to net cash used in investing activities of $2.4 million for the quarter ended June 30, 2009. In the second quarter of 2010, net funds for acquisitions and improvements on existing vessels amounted to $44.0 million, mostly relating to the acquisition of Sapporo Princess while only $1.4 million was paid in the prior second quarter. In the second quarter of 2010, the vessels Marathon and Hesnes were sold generating $44.7 million. For the six month period, vessel sales proceeds generated $134.1 million. In the first half of 2009, there were no sales of vessels.

In the second quarter of 2010, advances for vessels under construction amounted to $54.2 million compared to $1.4 million in the second quarter of 2009. For the six month period, advances amounted to $93.5 million in 2010 and $2.4 million in 2009. There were a total of three vessels on order as at June 30, 2010 and two on order as at June 30, 2009. The aframax Sapporo Princess was delivered in April 2010 and the second aframax to be delivered in 2010, Uraga Princess, was paid for at the end of June and delivered on July 2, 2010. The final two vessels under construction are suezmaxes to be delivered in 2011. The contract price of these two suezmaxes was renegotiated at the beginning of 2010 and a reduction of $2.5 million each was achieved in return for an acceleration of installment payments. As a result, $16.0 million each was paid as installments for these newbuildings within the first quarter 2010 and a further $10.8 million paid on one of the vessels in the

 

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second quarter of 2010. A further $5.9 million was paid on the second aframax, Uraga Princess, on which the final sum of $42.9 million was paid in the second quarter. In total, $81.8 million was remaining to be paid at June 30, 2010 all relating to the two suezmaxes, $21.6 million in 2010 and $60.2 million in 2011. We are in discussion with banks as to the part financing of these two suezmaxes.

Net cash provided by financing activities was $11.0 million in the quarter ended June 30, 2010, compared to $49.4 million used in financing activities during the quarter ending June 30, 2009. Net cash used in financing activities was $31.6 million in the six months ended June 30, 2010, compared to $73.2 million during the six months ended June 30, 2009. In the second quarter, $79.0 million new debt was drawn down for the delivery of the two new aframaxes, compared to only $5.0 million in the previous second quarter. There were scheduled loan repayments of $28.8 million and prepayments totaling $34.6 million on the sale of the Marathon and Hesnes in the second quarter of 2010, compared to $20.9 million repayments in the second quarter of 2009.

Total debt outstanding decreased from $1,451 million at the beginning of the second quarter 2010 to $1,467 million by the quarter end. The debt to capital (equity plus debt) ratio was 60.9% at June 30, 2010 (or 54.9% on a net of cash basis). No new interest rate swaps were arranged during the second quarter. Interest rate swap coverage on outstanding loans was approximately 61%.

The more significant of the financial covenants included in the bank loan agreements are the requirements to maintain an agreed upon minimum liquidity, a minimum hull value per vessel as compared with the outstanding loan of such vessel and to maintain a (leverage) ratio of debt to net assets (adjusted by the fair value of vessels) less than 70%. Non-compliance with any of these covenants could result in a default under our credit agreements, requiring the Company to prepay the amount required to redress the default. The most significant risk in the current economic environment has been the decline in vessel values which, more recently started to increase again. However, were values to decline again to lower levels than in recent months, it could eventually lead to non-compliance in respect of the minimum hull value to loan requirement and the leverage ratio on one or more of our loans. At June 30, 2010, the Company was compliant with the financial covenants included in all of the bank loan agreements.

In the second quarter of 2010, all remaining Treasury Stock totaling 94,500 shares at March 31, 2010 were issued and 445,127 new shares were issued and sold, raising a total of $8.5 million, as part of the “at-the-market” equity offering program which was initiated in December 2009. There have been no further sales in the third quarter, although management still intends to sell a further 500,000 shares if market conditions allow. In total to date $20.1 million has been raised from the program.

A final dividend of $0.30 was declared for the fiscal year 2009, which was paid on April 29, 2010 and amounted to $11.4 million. The dividend policy of the Company was amended in May 2010 to pay dividends on a quarterly basis, but still depending on cash availability and requirements, and with a target of between 25% and 50% of the net income in any given year. The first quarterly dividend of $0.15 was declared in May and paid on July 15, 2010, totaling $5.7 million.

On July 28, 2010, the Company announced the decision to acquire four 2009-built 74,000 dwt panamax tankers from affiliated companies for a total of $218 million. The vessels World Harmony and Chantal were delivered in early August. They have been part financed by new debt amounting to $35 million each. The second pair will be delivered in the fourth quarter and discussion regarding the bank finance for these vessels is currently in progress.

 

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