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