0001193125-11-158078.txt : 20110603 0001193125-11-158078.hdr.sgml : 20110603 20110603114005 ACCESSION NUMBER: 0001193125-11-158078 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20110603 FILED AS OF DATE: 20110603 DATE AS OF CHANGE: 20110603 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: 11890705 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 June, 2011

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), March 31, 2011
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: June 3, 2011

 

TSAKOS ENERGY NAVIGATION LIMITED
By:   /s/    PAUL DURHAM        
  Paul Durham
  Chief Financial Officer
EX-99.1 2 dex991.htm CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), MARCH 31, 2011 CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), MARCH 31, 2011

Exhibit 99.1

TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

MARCH 31, 2011 AND DECEMBER 31, 2010

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

 

     March 31,
2011
    December 31,
2010
 
     (Unaudited)        
ASSETS     

CURRENT ASSETS:

    

Cash and cash equivalents

   $ 259,626      $ 276,637   

Restricted cash

     4,453        6,291   

Marketable securities (Note 3)

     2,500        —     

Accounts receivable, net

     21,044        24,417   

Insurance claims

     4,129        5,018   

Due from related companies (Note 2)

     3,413        2,977   

Advances and other

     5,683        4,789   

Vessels held for sale

     10,503        26,986   

Inventories

     18,128        14,011   

Prepaid insurance and other

     2,938        2,949   

Current portion of financial instruments-Fair value (Note 7)

     5,106        3,378   
                

Total current assets

     337,523        367,453   
                

INVESTMENTS

     1,000        1,000   

FINANCIAL INSTRUMENTS - FAIR VALUE, net of current portion (Note 7)

     1,396        498   

FIXED ASSETS (Notes 4)

    

Advances for vessels under construction

     104,925        81,882   

Vessels

     2,628,327        2,638,550   

Accumulated depreciation

     (427,677     (403,485
                

Vessels’ Net Book Value

     2,200,650        2,235,065   
                

Total fixed assets

     2,305,575        2,316,947   
                

DEFERRED CHARGES, net (Note 5)

     15,115        16,362   
                

Total assets

   $ 2,660,609      $ 2,702,260   
                
LIABILITIES AND STOCKHOLDERS’ EQUITY     

CURRENT LIABILITIES:

    

Current portion of long-term debt (Note 6)

   $ 125,057      $ 133,819   

Payables

     30,147        23,914   

Due to related companies (Note 2)

     2,432        779   

Dividend declared

     6,912        —     

Accrued liabilities

     13,480        10,576   

Accrued bank interest

     6,109        6,481   

Unearned revenue

     3,879        9,189   

Current portion of financial instruments - Fair value (Note 7)

     33,946        32,486   
                

Total current liabilities

     221,962        217,244   
                

LONG-TERM DEBT, net of current portion (Note 6)

     1,393,170        1,428,648   

FINANCIAL INSTRUMENTS - FAIR VALUE, net of current portion (Note 7)

     27,520        36,438   

STOCKHOLDERS’ EQUITY:

    

Common stock, $1.00 par value; 100,000,000 shares authorized; 46,081,487 issued and outstanding at March 31, 2011 and 46,081,487 issued at December 31, 2010.

     46,081        46,081   

Additional paid-in capital

     351,244        350,946   

Retained earnings

     666,942        671,480   
                
     1,064,267        1,068,507   

Accumulated other comprehensive loss

     (47,999     (52,329

Noncontrolling interest

     1,689        3,752   
                

Total stockholders’ equity

     1,017,957        1,019,930   
                

Total liabilities and stockholders’ equity

   $ 2,660,609      $ 2,702,260   
                


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010

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

 

     Three months ended  
     March 31,  
     2011     2010  

VOYAGE REVENUES:

   $ 99,196      $ 104,673   

EXPENSES:

    

Commissions

     3,356        3,952   

Voyage expenses

     23,533        19,448   

Charter hire expense

     —          516   

Vessel operating expenses

     31,596        34,542   

Depreciation

     24,235        21,575   

Amortization of deferred dry-docking costs

     1,108        1,353   

Management fees (Note 2(a))

     3,885        3,348   

General and administrative expenses

     1,139        1,002   

Stock compensation expense

     371        426   

Foreign currency losses / (gains)

     397        (188

Gain on sale of vessel

     (5,802     (14,346
                

Total expenses

     83,818        71,628   
                

Operating income

     15,378        33,045   
                

OTHER INCOME (EXPENSES):

    

Interest and finance costs, net (Note 7)

     (6,425     (14,045

Interest income

     590        645   

Other, net

     (121     12   
                

Total other expenses, net

     (5,956     (13,388
                

Net income

     9,422        19,657   

Less: Net income attributable to the noncontrolling interest

     (136     (203
                

Net income attributable to Tsakos Energy Navigation Limited

   $ 9,286      $ 19,454   
                

Earnings per share, basic attributable to Tsakos Energy Navigation Limited common shareholders

   $ 0.20      $ 0.52   
                

Earnings per share, diluted attributable to Tsakos Energy Navigation Limited common shareholders

   $ 0.20      $ 0.52   
                

Weighted average number of shares, basic

     46,081,487        37,439,531   
                

Weighted average number of shares, diluted

     46,172,417        37,750,765   
                


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010

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

 

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

BALANCE, January 1, 2010

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

Net income

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

- Proceeds from Stock Issuance Program

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

- Cash dividends declared ($0.30 per share)

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

- Distribution from Subsidiary to noncontrolling interest

                    (3,461     (3,461

- Fair value of financial instruments

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

- Amortization of restricted share units

        426                426          426   
                         

Comprehensive income

  $ 16,838                     
                         
                                                                         

BALANCE, March 31, 2010

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

BALANCE, January 1, 2011

    $ 46,081        350,946      $ 671,480        —        $ —        $ (52,329   $ 1,016,178      $ 3,752      $ 1,019,930   

Net income

  $ 9,422            9,286              9,286        136        9,422   

- Expenses of 2010 common stock-offering

        (73             (73       (73

- Cash dividends paid ($0.15 per share)

          (6,912           (6,912       (6,912

- Cash dividends declared ($0.15 per share)

          (6,912           (6,912       (6,912

- Distribution from Subsidiary to noncontrolling interest

                  0        (2,199     (2,199

- Fair value of financial instruments

    4,330                  4,330        4,330          4,330   

- Amortization of restricted share units

        371                371          371   
                         

Comprehensive income

  $ 13,752                     
                         
                                                                         

BALANCE March 31, 2011

    $ 46,081      $ 351,244      $ 666,942        —        $ —        $ (47,999   $ 1,016,268      $ 1,689      $ 1,017,957   
                                                                         


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010

(Expressed in thousands of U.S. Dollars)

 

     2011     2010  

Cash Flows from Operating Activities:

    

Net income

   $ 9,422      $ 19,657   

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

    

Depreciation

     24,235        21,575   

Amortization of deferred dry-docking costs

     1,108        1,353   

Amortization of loan fees

     236        288   

Stock compensation expense

     371        426   

Change in fair value of derivative instruments

     (5,754     1,366   

Gain on sale of vessels

     (5,802     (14,346

Payments for dry-docking

     (32     (451

(Increase) Decrease in:

    

Receivables

     2,932        (7,831

Inventories

     (4,117     968   

Prepaid insurance and other

     11        822   

Increase (Decrease) in:

    

Payables

     7,886        (353

Accrued liabilities

     2,532        410   

Unearned revenue

     (5,310     (3,892
                

Net Cash provided by Operating Activities

     27,718        19,992   
                

Cash Flows from Investing Activities:

    

Advances for vessels under construction and acquisitions

     (23,042     (39,286

Vessel acquisitions and/or improvements

     (324     (111

Purchase of marketable securities

     (2,500     —     

Proceeds from the sale of vessels

     32,787        89,415   
                

Net Cash provided by Investing Activities

     6,921        50,018   
                

Cash Flows from Financing Activities:

    

Financing costs

     (137     (65

Payments of long-term debt

     (44,240     (51,190

Decrease in restricted cash

     1,838        677   

Proceeds from stock issuance program, net

     —          11,399   

Cash dividend

     (6,912     —     

Distribution from subsidiary to noncontrolling interest owners

     (2,199     (3,461
                

Net Cash used in Financing Activities

     (51,650     (42,640

Net (decrease)/increase in cash and cash equivalents

     (17,011     27,370   

Cash and cash equivalents at beginning of period

     276,637        296,181   
                

Cash and cash equivalents at end of period

   $ 259,626      $ 323,551   
                


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) MARCH 31, 2011 AND 2010

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

 

1. Basis of Presentation

The accompanying unaudited consolidated financial statements of Tsakos Energy Navigation Limited (the “Holding Company”) and subsidiaries (collectively, the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 6-K and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. Operating results for the three months ended March 31, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.

The consolidated balance sheet as of December 31, 2010 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.

A discussion of the Company’s significant accounting policies can be found in the Company’s Consolidated Financial Statements included in the Annual Report on Form 20-F for the year ended December 31, 2010. There have been no material changes to these policies in the three-month period ended March 31, 2011.

 

2. Transactions with Related Parties

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

 

    

Three months ended

March 31,

 
     2011      2010  

Tsakos Shipping and Trading S.A. (commissions)

     1,652         1,320   

Tsakos Energy Management Limited (management fees)

     3,810         3,255   

Tsakos Columbia Shipmanagement S.A.

     296         —     

Argosy Insurance Company Limited

     2,454         2,444   

AirMania Travel S.A.

     261         121   
                 

Total expenses with related parties

     8,473         7,140   
                 

Balances due from and to related parties are as follows:

 

     March 31,
2011
    

December 31,

2010

 

Due from related parties

     

Tsakos Shipping and Trading S.A.

     3,413         2,977   
                 

Total due from related parties

     3,413         2,977   
                 

Due to related parties

     

Tsakos Energy Management Limited

     177         75   

Tsakos Columbia Shipmanagement S.A.

     800         56   

Argosy Insurance Company Limited

     1,348         612   

AirMania Travel S.A.

     107         36   
                 

Total due to related parties

     2,432         779   
                 


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) MARCH 31, 2011 AND 2010

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

 

2. Transactions with Related Parties (continued)

 

(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. Per the Management Agreement of March 8, 2007, effective from January 1, 2008, there is a prorated adjustment if at beginning of each year the Euro has appreciated by 10% or more against the U.S. Dollar since January 1, 2007. In addition, there is an increase each year by a percentage figure reflecting 12 month Euribor, if both parties agree. As a consequence, from January 1, 2010, monthly management fees for operating vessels were $24.0 per owned vessel and $17.7 for chartered in vessels or for owned vessels chartered out on a bare-boat basis. From July 1, 2010, the monthly management fees for operating vessels were increased to $27.0 per owned vessel except for the LNG carrier which bears a monthly fee of $32.0 of which $7.0 is paid to the Management Company and $25.0 to a third party manager. The monthly management fees for chartered-in vessels or for owned vessels chartered out on a bare-boat basis were increased to $20.0. It was agreed that no further increase would be implemented at the beginning of 2011.

The Holding Company and the Management Company have certain officers and directors in common. The President, who is also the Chief Executive Officer and a Director of the Holding Company, is also the sole stockholder of the Management Company. The Management Company may unilaterally terminate its Management Agreement with the Holding Company at any time upon one year’s notice. In addition, if even one director was elected to the Holding Company’s Board of Directors without having been recommended by the existing board, the Management Company would have the right to terminate the Management Agreement on ten days notice, and the Holding Company would be obligated as at March 31, 2011 to pay the Management Company an amount of approximately $142,018 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 March 31, 2011, scheduled for future delivery, are:

 

Year

   Amount  

April to December 2011

     11,989   

2012

     15,972   

2013

     16,200   

2014

     16,284   

2015

     16,284   

2016 to 2021

     85,944   
        
     162,673   
        

 


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) MARCH 31, 2011 AND 2010

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

 

2. Transactions with Related Parties (continued)

 

(a) Tsakos Energy Management Limited (continued): Management fees for vessels are included 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 onwards. These fees in total amounted to $120 and $212 during the three months ended March 31, 2011 and 2010, 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 Columbia Shipmanagement S.A. (“TCM”): The Management Company appointed TCM to provide technical management to the Company’s vessels from July 1, 2010. TCM is owned jointly and in equal part by related party interests and by a private German Group. TCM, 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.

Effective July 1, 2010, the Management Company, at its own expense, pays technical management fees to TCM, and the Company bears and pays directly to TCM 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 TCM personnel sent overseas to supervise repairs and perform inspections on Company vessels.

 

(c) Tsakos Shipping and Trading S.A. (“Tsakos Shipping”): Until June 30, 2010 the Management Company had appointed Tsakos Shipping to provide technical management to the Company’s vessels. From July 1, 2010 onwards such technical management is performed by TCM, while Tsakos Shipping continues to provide services to the Company’s vessels as described below. 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.

Tsakos Shipping provides chartering services for the Company’s vessels by communicating with third party brokers to solicit research and propose charters. For this service, the Company pays to Tsakos Shipping a chartering commission of approximately 1.25% on all freights, hires and demurrages. Such commissions are included in Commissions in the accompanying Consolidated Statements of Income. Tsakos Shipping also provides sale and purchase of vessels brokerage service. For this service, Tsakos Shipping may charge brokerage commission. In 2011 and 2010 this commission was approximately 1% of the sale price of a vessel. Tsakos Shipping may also charge a fee of $200 (or such other sum as may be agreed) on delivery of each newbuilding vessel in payment for the cost of design and supervision of the newbuilding by Tsakos Shipping. To date no such fee has been charged.

 


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) MARCH 31, 2011 AND 2010

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

 

2. Transactions with Related Parties (continued)

 

(c) Tsakos Shipping and Trading S.A. (continued): Up to June 30, 2010, the Management Company, at its own expenses, paid technical management fees to Tsakos Shipping, and the Company paid 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. 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.

 

(d) 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.

 

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

 

3. Marketable Securities

In March 2011, the Company placed $2,500 in highly liquid, low risk marketable securities which are considered to be available-for-sale for reporting purposes.

 

4. Vessels

Under Construction

As at December 31, 2010, the Company had under construction two suezmax tankers. The total contracted amount remaining to be paid for the two vessels under construction, plus the extra costs agreed as at December 31, 2010 was $61,580 of which $21,600 was paid during the three-month period ended March 31, 2011.

On March 21, 2011 the Company signed contracts for the construction of two DP2 suezmax shuttle tankers, with a major Korean shipyard at a total cost of $184,000 with expected delivery in the fourth quarter of 2012 and in the first quarter of 2013 respectively.

Sales

In the first quarter of 2011, the Company sold the aframax tanker Opal Queen for $34,000 realizing a gain of $5,802, which is separately reflected in the accompanying Consolidated Statements of Income. During the first quarter of 2010, the Company sold two vessels, the aframax Parthenon and the suezmax Decathlon realizing total gains of $14,346.

Held for Sale

At March 31, 2011, the aframax tanker Vergina II was classified as held for sale, while at December 31, 2010, the aframax tanker Opal Queen was classified as held for sale.

 


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) MARCH 31, 2011 AND 2010

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

 

4. Vessels (continued)

 

Charters-out

The future minimum revenues of vessels in operation at March 31, 2011, before reduction for brokerage commissions, expected to be recognized on non-cancelable time charters are as follows:

 

Year    Amount  

April to December 2011

     111,243   

2012

     64,487   

2013

     23,160   

2014

     438   
        

Net minimum charter payments

     199,328   
        

These amounts do not assume any off-hire.

On December 9, 2010, the Company signed two charter-party agreements with the same charterer, each for the charter of a DP 2 suezmax shuttle tanker for a period of fifteen years to commence on delivery of the vessels, expected in the fourth quarter of 2012 and in the first quarter of 2013 respectively. On May 9, 2011, the Company announced two long-term charters with fixed minimum hire plus profit-share, for the two suezmaxes to be delivered in 2011. The charters commence on delivery of the vessels. The first of the two, Spyros K, was delivered on May 12, 2011. The revenue to be generated by these four vessels has not been included in the above table.

 

5. Deferred Charges

Deferred charges, consisted of dry-docking and special survey costs, net of accumulated amortization, amounted to $11,146 and $12,221, at March 31, 2011 and December 31, 2010, respectively, and loan fees, net of accumulated amortization, amounted to $3,969 and $4,141 at March 31, 2011 and December 31, 2010, respectively. Amortization of deferred dry-docking costs is separately reflected in the accompanying Consolidated Statements of Income, while amortization of loan fees is included in Interest and finance costs, net.

 

6. Long –Term Debt

 

Facility    March 31,
2011
    December 31,
2010
 

(a) Credit Facilities

     1,107,770        1,127,925   

(b) Term Bank Loans

     410,457        434,542   
                

Total

     1,518,227        1,562,467   

Less – current portion

     (125,057     (133,819
                

Long-term portion

     1,393,170        1,428,648   
                

 

  (a) Credit facilities

As at March 31, 2010, the Company had seven open reducing revolving credit facilities, all of which are reduced in semi-annual installments, and two open facilities which have both a reducing revolving credit component and a term bank loan component. The aggregate available unused amount under these facilities at March 31, 2011 is $32,522.

 


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) MARCH 31, 2011 AND 2010

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

 

6. Long –Term Debt (continued)

 

  (a) Credit facilities (continued)

The Company classified the vessel Vergina II as Held for Sale at March 31, 2011; and accordingly, an amount of $7,947 related to the credit facility under which this vessel is secured is shown as current.

Interest is payable at a rate based on LIBOR plus a spread. At March 31, 2011, interest on these facilities ranged from 0.95% to 5.19%.

(b) Term bank loans

Term loan balances outstanding at March 31, 2011 amounted to $410,457. These bank loans are payable in U.S. Dollars in semi-annual installments with balloon payments due at maturity between October 2016 and April 2022. Interest rates on the outstanding loans as at March 31, 2011, are based on LIBOR plus a spread.

At March 31, 2011, interest on these term bank loans ranged from 0.94% to 2.96%.

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

 

Three months ended March 31, 2011

     1.64

Three months ended March 31, 2010

     1.58

The above revolving credit facilities and term bank loans are secured by first priority mortgages on substantially all vessels, and to assignments of earnings and insurances of the 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 March 31, 2011, including balloon payments totaling $741,903 due through April 2022, are as follows:

 

Period/Year

   Amount  

April to December 2011

     96,985   

2012

     117,110   

2013

     149,936   

2014

     108,177   

2015

     237,446   

2016 and thereafter

     808,573   
        
     1,518,227   
        

 


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) MARCH 31, 2011 AND 2010

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

 

7. Interest and Finance Costs, net

 

     March 31,
2011
    March 31,
2010
 

Interest expense

     14,063        13,537   

Less: Interest capitalized

     (898     (458
                

Interest expense, net

     13,165        13,079   

Bunkers swap cash settlements

     (1,249     (732

Amortization of loan fees

     236        288   

Bank charges

     26        43   
                

Sub-total

     12,178        12,678   
                

Amortization of deferred loss on termination of financial instruments

     405        462   

Change in fair value of non-hedging financial instruments

     (6,158     905   
                

Sub-total

     (5,753     1,367   
                

Net total

     6,425        14,045   
                

At March 31, 2011, the Company was committed to thirteen floating-to-fixed interest rate swaps with major financial institutions covering notional amounts aggregating to $842,243 on which it pays fixed rates averaging 4.57% and receives floating rates based on the six-month London interbank offered rate (“LIBOR”) (Note 11).

At March 31, 2011, the Company held ten of the thirteen interest rate swap agreements in order to hedge its exposure to interest rate fluctuations associated with its debt covering notional amounts aggregating to $605,149. The fair value of such financial instruments as of March 31, 2011 and December 31, 2010 in aggregate amounted to $43,180 (negative) and $47,105 (negative), respectively.

At March 31, 2011, the Company held three interest rate swaps (two interest rate swaps at March 31, 2010) that did not meet hedge accounting criteria. As such, the changes in their fair values during the quarters ended March 31, 2011 and 2010 have been included in change in fair value of non-hedging financial instruments, in the table above and amounted to $3,533 (positive) and $188 (negative), respectively. During 2010, one of these swaps was de-designated as a hedging swap and the remaining loss included in Accumulated other comprehensive loss, and for which the associated future cash flows are deemed probable of occurring ($4,819 at March 31, 2011), is being amortized to income over the term of the original hedge provided that the variable-rate interest obligations continue. The amount of such loss amortized during the quarters ended March 31, 2011 and 2010 was $405 and $34, respectively and for the next year up to March 31, 2012, amortization is expected to be $1,648. In addition, the loss within Accumulated other comprehensive loss of $428 that was considered to be directly associated with future cash flows, which were not probable of occurring at the de-designation date was immediately reclassified to income in the quarter ended March 31, 2010.

During the first quarter of 2011 and 2010, the Company had six and five 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 March 31, 2011 and 2010 was $6,502 (positive) and $5,728 (positive), respectively.

 


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) MARCH 31, 2011 AND 2010

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

 

7. Interest and Finance Costs, net (continued)

 

The changes in their fair values during the first quarter of 2011 and 2010 amounting to $2,625 (positive) and $718 (negative) respectively have been included in Change in fair value of non-hedging financial instruments in the table above, as such agreements do not meet the hedging criteria.

 

8. Stockholders’ Equity

During the three-month period ended March 31, 2011 the Company declared dividends of $13,824 in aggregate, of which $6,912 were paid on February 1, 2011, and $6,912 were paid on April 28, 2011.

In the first quarter of 2011, Accumulated other comprehensive loss decreased with unrealized gains of $4,330 of which $3,925 resulted from changes in fair value of financial instruments and $405 related to losses which were amortized to income on the de-designation of one interest rate swap. In the first quarter of 2010, Accumulated other comprehensive loss increased with unrealized losses of $2,819 of which $3,281 (loss) resulted from changes in the fair value of financial instruments, $428 of losses were reclassified to income on sale of vessels and $34 related to losses which were amortized to income on the de-designation of one interest rate swap.

 

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 period. The computation of diluted earnings per share assumes the foregoing and the exercise of all RSUs using the treasury stock method.

 

     2011      2010  

Net income available to common stockholders

   $ 9,286       $ 19,454   
                 

Weighted average common shares outstanding

     46,081,487         37,439,531   

Dilutive effect of RSUs

     90,930         311,234   
                 

Weighted average common shares – diluted

     46,172,417         37,750,765   
                 

Basic earnings per common share

   $ 0.20       $ 0.52   

Diluted earnings per common share

   $ 0.20       $ 0.52   

For the three months ended March 31, 2011 and 2010, there were no RSUs considered anti-dilutive which would have resulted in their exclusion from the computation of diluted earnings per common share.

 

10. Commitments and Contingencies

As at March 31, 2011, the Company had under construction two suezmax tankers and two DP2 suezmax shuttle tankers. The total contracted amount remaining to be paid for the four vessels under construction, plus the extra costs agreed as at March 31, 2011 was $223,980. Scheduled remaining payments as of March 31, 2011 were $76,780 from April to December 2011, $101,200 in 2012 and $46,000 in 2013.

 


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) MARCH 31, 2011 AND 2010

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

 

10. Commitments and Contingencies (continued)

 

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.

 

11. 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, and its marketable securities 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 $73,844 as compared to its carrying amount of $81,067 (Note 6). The fair value of the investment equates to the amount that would be received by the Company in the event of sale of that investment.

The fair values of the marketable securities are determined through Level 1 of the fair value hierarchy as defined in FASB guidance for Fair Value Measurements, while the fair values of the one long-term bank loan with a fixed interest rate and 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.

 


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) MARCH 31, 2011 AND 2010

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

 

11. Financial Instruments (continued)

 

  (c) Fair value (continued): The fair value of the vessel held for sale at March 31, 2011 (Vergina II) is determined through Level 3 of the fair value hierarchy as defined in FASB guidance for Fair Value Measurements and is based on management estimates and assumptions and by making use of available market data and taking into consideration third party valuations. However, the fair value of the vessel held for sale at December 31, 2010 (Opal Queen) was determined through Level 1 based on the sales price per the Memorandum of Agreement.

The estimated fair values of the Company’s financial instruments, other than derivatives at March 31, 2011 and December 31, 2010. are as follows:

 

     Carrying
Amount
March 31,
2011
     Fair Value
March 31,
2011
     Carrying
Amount
December 31,
2010
     Fair Value
December 31,
2010
 

Financial assets/(liabilities)

           

Cash and cash equivalents

     259,626         259,626         276,637         276,637   

Restricted cash

     4,453         4,453         6,291         6,291   

Marketable securities

     2,500         2,500         —           —     

Short-term investments

     1,000         1,000         1,000         1,000   

Debt

     1,518,227         1,511,004         1,562,467         1,555,374   

Tabular Disclosure of Derivatives Location

Derivatives are recorded in the balance sheet on a net basis by counterparty when a legal right of setoff exists. The following tables present information with respect to the fair values of derivatives reflected in the balance sheet on a gross basis by transaction. The tables also present information with respect to gains and losses on derivative positions reflected in the statement of operations or in the balance sheet, as a component of Accumulated other comprehensive loss.

Fair Value of Derivative Instruments

 

          Asset Derivatives      Liability Derivatives  
          March 31,
2011
     December 31,
2010
     March 31,
2011
     December 31,
2010
 

Derivative

  

Balance Sheet Location

   Fair Value      Fair Value      Fair Value      Fair Value  

Derivatives designated as hedging instruments

  

Interest rate swaps

   Current portion of financial instruments - Fair value      —           —           25,288         23,053   
   FINANCIAL INSTRUMENTS - FAIR VALUE, net of current portion      —           —           17,892         24,052   
                                      
           Subtotal      —           —           43,180         47,105   
                                      

 


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) MARCH 31, 2011 AND 2010

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

 

11. Financial Instruments (continued)

 

  (c) Fair value: (continued)

 

          Asset Derivatives      Liability Derivatives  
          March 31,
2011
     December 31,
2010
     March 31,
2011
     December 31,
2010
 

Derivative

  

Balance Sheet Location

   Fair Value      Fair Value      Fair Value      Fair Value  

Derivatives not designated as hedging instruments

  

Interest rate swaps

   Current portion of financial instruments - Fair value      —           —           8,658         9,433   
   FINANCIAL INSTRUMENTS - FAIR VALUE, net of current portion      —           —           9,628         12,386   

Bunker swaps

   Current portion of financial instruments-Fair value      5,106         3,378         —           —     
   FINANCIAL INSTRUMENTS - FAIR VALUE, net of current portion      1,396         498         —           —     
                                      
           Subtotal      6,502         3,876         18,286         21,819   
                                      
           Total derivatives      6,502         3,876         61,466         68,924   
                                      

The Effect of Derivative Instruments on the Statement of Financial Performance for the three month periods ended March 31, 2011, and 2010

Derivatives in Cash Flow Hedging Relationships

Gain (Loss) Recognized in Accumulated OCI on Derivative (Effective Portion)

 

Derivative        

Amount

Three months ended

March 31,

 
          2011      2010  

Interest rate swaps

        3,925         (3,281
                    

Total

        3,925         (3,281
                    

Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)

 

Derivative    Location   

Amount

Three months ended
March 31,

 
          2011     2010  

Interest rate swaps

   Interest and finance costs, net      (405     (462
                   

Total

        (405     (462
                   

 


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) MARCH 31, 2011 AND 2010

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

 

11. Financial Instruments (continued)

 

  (c) Fair value: (continued)

Gain (Loss) Recognized in Income on Derivative (Ineffective Portion)

 

Derivative    Location   

Amount

Three months ended
March 31,

 
          2011      2010  

Interest rate swaps

   Interest and finance costs, net      —           (143
                    

Total

        —           (143
                    

Derivatives Not Designated as Hedging Instruments

Gain (Loss) Recognized on Derivative

 

Derivative    Location   

Amount

Three months ended
March 31,

 
          2011      2010  

Interest rate swaps

   Interest and finance costs, net      142         (1,255

Bunker swaps

   Interest and finance costs, net      3,875         14   
                    

Total

        4,017         (1,241
                    

The following table summarizes the fair values for assets and liabilities measured on a recurring basis as of March 31, 2011:

 

Recurring

measurements

   March 31,
2010
   

Quoted Prices in
Active Markets for
Identical

Assets/(Liabilities)
(Level 1)

     Significant Other
Observable Inputs
Assets/(Liabilities)
(Level 2)
    Unobservable Inputs
Assets/(Liabilities)
(Level 3)
 

Interest rate swaps

     (61,466     —           (61,466     —     

Marketable Securities

     2,500        2,500           —     

Bunker swaps

     6,502        —           6,502        —     
                                 
     (52,464     2,500         (54,964     —     
                                 

 

12. Subsequent Events

On May 12, 2011, the Company took delivery of the suezmax tanker Spyros K and drew down $48,000 on a new credit facility arranged on April 4, 2011.

 

EX-99.2 3 dex992.htm MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

Exhibit 99.2

TSAKOS ENERGY NAVIGATION LIMITED

THREE MONTHS ENDED MARCH 31, 2011

Results of operations – management discussion & analysis

Three months ended March 31, 2011 versus three months ended March 31, 2010

(Percentage changes are based on the actual amounts shown in the accompanying consolidated financial statements)

Voyage revenues

Voyage revenues earned in the first quarter of 2011 and 2010 per charter category were as follows:

 

     Three months ended March 31,  
     2011     2010  
     $ million      % of total     $ million      % of total  

Time charter-bareboat

     2.3         2     2.3         2

Time charter-fixed rate

     15.0         15     21.5         21

Time charter-variable rate (profit share)

     38.2         39     43.0         41

Pool arrangement

     7.2         7     3.4         3

Voyage charter-contract of affreightment

     6.5         7     11.8         11

Voyage charter-spot market

     30.0         30     22.7         22
                                  

Total voyage revenue

     99.2         100     104.7         100
                                  

Voyage revenues from vessels were $99.2 million during the quarter ended March 31, 2011 compared to $104.7 million during the quarter ended March 31, 2010, a decrease of $5.5 million or 5.2%. The decrease was primarily due to a softer freight market compared to the previous year’s first quarter caused primarily by a market over-supply of tankers despite the relatively strong demand for oil compared to the first quarter of 2010. The decrease in revenue was to some extent off-set by a small increase in the number of vessels by the equivalent of 1.3 vessels or, in terms of days available for trading, an increase of 103 days compared to the same quarter in 2010. The average number of vessels during the first quarter 2011 was 47.9 compared to 46.6 in the first quarter of 2010. Since the beginning of 2010 to March 31, 2011 the Company took delivery of the newly designed aframaxes Sapporo Princess and Uraga Princess and acquired the modern panamaxes World Harmony, Chantal, Selini and Salamina. During the same period, the Company sold the suezmax Decathlon and the aframax tankers Parthenon, Marathon and Opal Queen. Also sold, and eventually demolished, were the aged double-hull panamax tankers Hesnes and Victory III.

As a consequence of the market over-capacity, revenue earned per vessel on average within the first quarter of 2011 was lower than in the previous year’s first quarter, although certain of our vessels outperformed the general market. Specifically, our three ice-class aframax LR2s enjoyed extra profit-share as a result of weather conditions in the Baltic, certain of our aframaxes benefitted from a spike in Mediterranean spot rates at the outset of the Libyan crisis and generally the product sector saw a modest boost to rates after a prolonged period of low rates. The average daily revenue per vessel for the quarter, after deducting voyage


expenses (time charter equivalent or TCE, see definition below) was $17,964 per day compared to $20,708 for the previous year’s first quarter.

The number of days utilized in profit-share arrangements totaled 1,841 compared to 1,965 in the first quarter of 2010. The number of days employed on spot and contract of affreightment increased to 1,082 from 793, and days that vessels operated in a pool during the first quarter of 2011 totaled 540 compared to 528 days in the first quarter of 2010. Operating days on pure time-charter without profit share fell to 799 days from 873 days between the two first quarters. Overall, therefore, there was a slight increase in the total number of days that the fleet was employed under charters that included a variable element to rate earned. This arose partly as a result of the expiration of previous time-charters within 2010 and placement of vessels in the spot market in anticipation of securing more lucrative time-charters in the future, in anticipation of improved market conditions.

Average daily TCE rate earned for the three month periods ended March 31, 2011 and March 31, 2010 were as follows:

 

     Q1 2011      Q1 2010  
     $      $  

LNG carrier

     23,000         46,000   

VLCC

     25,940         30,833   

Suezmax

     25,162         28,223   

Aframax

     17,854         21,256   

Panamax

     16,524         14,660   

Handymax

     11,254         11,398   

Handysize

     14,463         16,118   

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 a shipping industry 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
March 31,
 
     2011     2010  
     $’000     $’000  

Voyage revenues

     99,196        104,673   

Less: Voyage Expenses

     (23,533     (19,448

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

     900        900   
                

Time charter equivalent revenues

     76,563        86,125   
                

Divided by: net earnings (operating) days

     4,262        4,159   

Average TCE per vessel per day

     17,964        20,708   


With the exception of the panamax tankers which enjoyed a boost in rates, the earnings of all the other sectors during the first quarter of 2011 were lower than in the previous year’s first quarter. In particular, the LNG carrier was on a short-term time charter at a hire rate half that of the first quarter of 2010. The VLCCs, La Prudencia and La Madrina, came off time-charter during the first quarter of 2011 at a time when VLCC freight rates were exceptionally low. Both vessels undertook repositioning voyages, incurring high voyage expenses. The markets for the suezmax and aframax tankers were also difficult compared to the previous year, but regional spikes in rates, as mentioned above, helped achieve better rates than originally anticipated for the quarter. Product carriers on profit-sharing arrangements were slightly above the fixed minimum rate, which helped protect the overall income stream.

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 first quarter, 2011 was 98.9% compared to 99.2% for the first quarter of 2010, thereby effectively achieving full employment in both quarters. The days lost in the first quarter of 2011 primarily relate to the dry-docking of Archangel and repositioning voyages of the La Madrina and La Prudencia following their release from time-charters.

Commissions

Commissions amounted to $3.4 million, or 3.4% of revenue from vessels, during the quarter ended March 31, 2011, compared to $4.0 million or 3.8% of revenue from vessels, for the quarter ended March 31, 2010. The overall decrease 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

 

     Total voyage expenses
per category
    Average daily voyage
expenses per vessel
 
     Three months ended
March 31,
     % increase/
(decrease)
    Three months ended
March 31,
     % increase/
(decrease)
 
     2011      2010            2011      2010         
     $ million      $ million            $      $         

Bunkering expenses

     15.6         11.4         36.0     14,393         14,436         (0.3 )% 

Port and other expenses

     8.0         8.0         (0.5 )%      7,357         10,089         (27.1 )% 
                                        

Total voyage expenses

     23.5         19.4         21.0     21,750         24,525         (11.3 )% 

Days on spot and Contract of Affreightment (COA) employment

  

    1,082         793         36.4

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 $23.5 million during the quarter ended March 31, 2011, compared to $19.4 million during the prior year’s first quarter, a 21.0% increase.


Although voyage expenses are highly dependent on the voyage patterns followed, part of the change between quarters can usually be explained by changes in the total operating days the fleet operated on spot charter and contract of affreightment. The number of days that vessels were employed on these types of charter in the first quarter of 2011 increased by 36.4% compared to the first quarter of 2010. In addition, bunker prices increased by approximately 30% between the two first quarters.

Charter hire expense

There was no charter-hire expense in the first quarter of 2011. Charter hire expense incurred during the first quarter of 2010 amounted to $0.5 million and related primarily to the suezmax Decathlon, which was sold in February 2010 to a third-party and immediately re-chartered at market rate for a limited period in order to fulfill its obligations to the charter that the vessel was employed on at the time of sale.

Vessel operating expenses

 

     Operating expenses per
category
    Average daily operating
expenses per vessel
 
     Q1 2011      Q1 2010      %
increase/
(decrease)
    Q1 2011      Q1 2010      %
increase/
(decrease)
 
     U.S.$
million
     U.S.$
million
           U.S.$      U.S.$         

Crew expenses

     19.3         19.5         (1.3 )%      4,565         4,758         (4.1 )% 

Insurances

     3.7         3.8         (2.4 )%      881         928         (5.1 )% 

Repairs and maintenance, and spares

     2.6         4.1         (38.8 )%      614         1,030         (40.4 )% 

Stores

     1.9         2.2         (11.1 )%      458         529         (13.4 )% 

Lubricants

     1.4         1.8         (23.3 )%      319         428         (25.5 )% 

Quality and Safety

     0.3         0.6         (40.4 )%      81         140         (42.1 )% 

Other (taxes, registration fees, communications)

     2.4         2.5         (3.6 )%      564         601         (6.2 )% 
                                        

Total operating expenses

     31.6         34.5         (8.5 )%      7,482         8,414         (11.1 )% 
                                        

Earnings capacity days excluding vessel on bare-boat charter

  

    4,221         4,103      

Vessel operating expenses 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 $31.6 million during the quarter ended March 31, 2011 as compared to $34.5 million during quarter ended March 31, 2010, a decrease of 8.5%, despite an extra vessel in the fleet. This is due to cost savings in certain expense categories as described below.

Vessel operating expenses per ship per day for those vessels in the fleet incurring operating expenses decreased to $7,482 for the quarter ended March 31, 2011 from $8,414 for the quarter ended March 31, 2010, an 11.1% decrease.

Most significantly there were reductions on repair and maintenance expenditure mainly as a result of reduced repair activity and partly due to the recovery of prior year repair costs through claims. There were also savings in lubricants through more efficient logistics and pricing achieved by the new technical managers, Tsakos Columbia Shipmanagement Ltd., since July 1, 2010, although co-operation with the 50% owners, Columbia Shipmanagement


Ltd. started from early 2010. Crewing expenses were also reduced due to changes in the crew composition of certain vessels over the prior eighteen months.

Depreciation

Depreciation was $24.2 million during the quarter ended March 31, 2011 compared to $21.6 million during the quarter ended March 31, 2010, an increase of 12.3%. This was primarily due to addition of six new high-value vessels in 2010. Five vessels were sold in 2010, but as they were all accounted for as held-for-sale from the end of 2009, they bore no depreciation during 2010.

Amortization of deferred charges

During the quarter ended March 31, 2011, amortization of deferred dry-docking charges was $1.1 million compared to $1.4 million during the quarter ended March 31, 2010. For the most part the total quarterly charge for the respective quarters relate to the same charges for the same vessels. The difference between the quarters is primarily the difference between new quarterly amortization for more recent dry-dockings and the amortization relating to earlier dry-dockings where the deferred charges have been totally amortized in the intervening period.

Impairment

Our tests did not indicate that an impairment charge was required for any particular vessel at March 31, 2011. At December 31, 2010, it was determined that the carrying value of the aframax tanker Vergina II was in excess of its estimated fair market value and that the vessel would not generate adequate cash flow over its expected remaining life in excess of its carrying value. As a result, the carrying value was reduced to fair market at December 31, 2010. In the first quarter 2011, plans were activated to sell the vessel before its next dry-docking, scheduled for July 2011, and the vessel was accounted for as held-for-sale. Tests were performed in the first quarter of 2011 to assess whether this vessel’s fair market value had again fallen below carrying value and it was determined that its fair market value was in excess of carrying value.

Management fees

Management fees totaled $3.9 million during the quarter ended March 31, 2011, a 16.0% increase over the quarter ended March 31, 2010. Apart from a 2.8% growth in fleet number, the main reason was the increase in fees during 2010.

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 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, 2010, monthly fees for operating vessels were $24,000 and for operating vessels chartered out on bare-boat, were $17,700. From July 1, 2010, most of the fleet is managed by TCM, apart from four vessels which continued to be managed by Columbia Shipmanagement Ltd. (three of these since passing to TCM management in 2011) and three by other third-party ship managers. From July 2010 vessel monthly fees increased by $3,000 to $27,000 for owned operating vessels or approximately $99 per day per vessel, substantially less than the savings achieved from the creation of the new ship management company. The monthly fee relating chartered-in or chartered out on a bareboat basis or for


vessels under construction increased to $20,000 and for the LNG carrier to $32,000. Total fees include fees paid directly to a third-party ship manager in the case of the LNG carrier. Fees paid relating to vessels under construction are capitalized as part of the vessels’ costs.

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 $1.1 million during the quarter ended March 31, 2011 compared to $1.0 million during the previous year’s first quarter, an increase of 13.7% mainly due to an increase in directors’ fees and the addition of one director to the Board of Directors, plus minor increases in road-show and sundry expenses.

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 $1,251 for the first quarter of 2011, compared to $1,139 in the first quarter of 2010. The increase was primarily due to the increase in management fees and administrative expenses as described above, moderated by the addition of one extra vessel.

Stock compensation expense

The compensation expense in the first quarter of 2011 amounted to $0.4 million and represents the amortization of the value of restricted share units (“RSUs”) in the quarter. A similar amount of $0.4 million was amortized in the first quarter of 2010. There were no movements (issuances, vesting and forfeits) in the quarter, so the number of outstanding RSUs at March 31, 2011 remained 199,750, as at December 31, 2010. These outstanding RSU’s will vest at various dates until June 30, 2012. 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.

Gain on sale of vessels

During the first quarter of 2011, the Company sold the aframax Opal Queen for $34.0 million realizing a gain of $5.8 million. In the first quarter of 2010, two vessels were sold realizing gains of $14.3 million.

Operating income

Income from vessel operations was $15.4 million, (including a gain on the sale of vessel amounting to $5.8 million,) during the first quarter 2011 compared to $33.0 million (with gains on the sale of vessels amounting to $14.3 million) during the first quarter of 2010.

Interest and finance costs

 

     Three months ended
March  31,
 
     2011     2010  
     $
million
    $
million
 

Loan interest expense

     6.4        5.9   

Swap interest expense

     7.7        7.7   

Less: Interest capitalized

     (0.9     (0.5
                

Interest expense, net

     13.2        13.1   

Bunkers swap cash settlements

     (1.3     (0.7


     Three months ended
March  31,
 
     2011     2010  

Change in fair value of non-hedging bunker swaps

     (2.6     0.7   

Amortization of deferred loss on de-designated interest rate swap

     0.4        —     

Expense of portion of accumulated negative valuation of de-designated interest rate swap

     —          0.4  

Change in fair value of non-hedging interest rate swaps

     (3.5     0.2   

Amortization of loan expenses

     0.2        0.3   

Bank loan charges

     —          —     
                

Net total

     6.4        14.0   
                

Interest and finance costs were $6.4 million for the first quarter of 2011 compared to $14.0 million for the quarter ended March 31, 2010, a decrease of 54.3%. Loan interest in the first quarter 2011 increased by 8.4% to $6.4 million from $5.9 million in the first quarter of 2010. The average balance of outstanding debt was approximately $1,548 million for the first quarter of 2011 compared to $1,484 million for the previous year’s first quarter and average loan interest rate increased slightly to 1.64% from 1.58%. Similarly, the average all-in loan finance cost in the first quarter of 2011, taking account of net swap interest paid, was 3.63% compared to 3.61% in the previous year’s first quarter. Interest paid on swaps amounted to $7.7 million in both first quarters.

There was a positive movement of $3.5 million in the fair value (mark-to-market) of the non-hedging interest rate swaps in the first quarter of 2011, compared to a negative movement of $0.2 million in the first quarter of 2010. In addition, amortization of a deferred loss on a swap which became ineffective during 2010 and was de-designated as a non- hedging swap amounted to $0.4 million.

Also in the first quarter of 2011 there was a positive movement of $2.6 million on bunker swaps, which do not qualify as hedging instruments. An amount of $1.2 million in actual cash was received on the swaps in the first quarter of 2011. In 2010, there was a negative movement of $0.7 million on these swaps and $0.7 million was received in cash.

Capitalized interest is based on expenditure incurred to date on vessels under construction. In the first quarter of 2011, capitalized interest was $0.9 million compared to $0.5 million in the previous year’s first quarter, the increase being due to the additional yard installments having been paid on the two new suezmaxes under construction for delivery in May and July of 2011.

Interest income

Total income derived from bank deposits was $0.6 million during the first quarter of 2011 and 2010.

Net income attributable to the noncontrolling interest

There is a noncontrolling interest of 49% in the 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 noncontrolling interest in the first quarter 2011 amounted to $0.1 million compared to $0.2 million in the first quarter 2010, the reduction being primarily due to the fall in revenue generated by the two vessels because of the softer market.


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 March 31, 2011 was $9.3 million, or $0.20 per share, diluted, versus $19.5 million, or $0.52 earnings per share, diluted, for the quarter ended March 31, 2010. The weighted average number of shares (diluted) during the first quarter of 2011 was 46,172,417, compared to 37,750,765 during the first quarter of 2010.

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, dry-docking schedule and possible vessel acquisitions will require us to expend cash in 2011 and in future years. Net cash flow generated by continuing operations is the main source of liquidity. Apart from the possibility of raising further equity, additional sources of cash include proceeds from asset sales and borrowings, although all borrowing arrangements to date have specifically related to the acquisition of vessels.

Given our cash holdings (approximately $250 million as at May 17, 2011) 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, including the cash expected to be generated within the year, will be sufficient to meet our liquidity and working capital 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 approximately $111.1 million at March 31, 2011, compared to $174.4 million as at March 31, 2010. Much of the difference is due to the reduction in non-restricted cash balances, which at March 31, 2011 were $259.6 million compared to $323.6 million at March 31, 2010.

Net cash provided by operating activities was $27.7 million in the quarter ended March 31, 2011 compared to $20.0 million in the previous year’s first quarter. Although the operational results in the first quarter of 2011 were slightly lower than the operational results of the first quarter 2010, positive movements in the constituent parts of working capital contributed to a modest increase in cash.

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 first quarter of 2011, no significant payments were made on survey work, while in the first quarter of 2010 an amount of almost $0.5 million was expended on dry-docking.

Net cash from investing activities was $6.9 million for the quarter ended March 31, 2011, compared to net cash from investing activities of $50.0 million for the quarter ended March 31, 2010. During the first quarter of 2011, the Company purchased highly liquid low-risk marketable securities for $2.5 million. These are accounted for as available for sale investments included in current assets. In the first quarter of 2011, net funds for improvements on existing vessels amounted to $0.3 million. In the equivalent period of 2010, net funds paid for improvements of vessels amounted to $0.1 million. In the first quarter of 2011, the aframax tanker Opal Queen was sold generating net proceeds of $32.8 million, while in the first quarter of 2010 the vessels Parthenon and Decathlon were sold generating $89.4 million.


In the first quarter of 2011, advances for vessels under construction amounted to $23.0 million compared to $39.3 million in the first quarter of 2010. There were a total of four vessels on order as at March 31, 2011 and four on order as at March 31, 2010. The suezmax Spyros K was delivered on May 12, 2011 and a second suezmax, Dimitris P, is expected to be delivered in July, 2011. On March 21, 2011, contracts were signed with Sungdong Yard of South Korea for the construction of two suezmax DP2 shuttle tankers at a contract price of $92 million each.

In total, at March 31, 2011, $224.0 million remained to be paid, of which $18.4 million was paid in April as the first installments of the two newly contracted shuttle tankers and $14.6 million was paid on delivery of the Spyros K on May 12, 2011, for which new debt of $48 million was utilized. A further $25.4 million is to be paid on Dimitris P in the second and third quarters, again mostly with new debt of $48.3 million to be drawn down on delivery in July, 2011. For the shuttle tankers, second installments totaling $18.4 million will also be paid in the third quarter of 2011. A further $101.2 million will be paid in 2012 for the two shuttle tankers and a final $46 million in 2013. We are in discussion with banks as to the partial financing of these two shuttle suezmaxes.

Net cash used in financing activities was $51.7 million in the quarter ended March 31, 2011, compared to $42.6 million during the quarter ending March 31, 2010. No new debt was drawn down in either quarter as there were no vessel deliveries in the first quarter of 2011 or 2010. There were loan repayments of $28.6 million and a prepayment of $15.6 million relating to the sale of the Opal Queen in the first quarter of 2011, compared to $22.7 million repayments and $28.5 million prepayments in the first quarter of 2010.

Total debt outstanding decreased from $1,562.5 million at the beginning of the first quarter 2011 to $1,518.2 million by the quarter end. The debt to capital (equity plus debt) ratio was 59.9% at March 31, 2011 (or 55.2% on a net of cash basis). No new interest rate swaps were arranged during the first quarter. Interest rate swap coverage on outstanding loans was approximately 56%.

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%. At March 31, 2011, the Company was compliant with the financial covenants included in all of the bank loan agreements.

There was no issuance of stock in the first quarter of 2011, whereas in the first quarter of 2010, 660,206 shares were issued out of Treasury Stock, as part of an “at-the-market” equity offering program which ended in May 2010.

A quarterly cash dividend of $0.15 was paid on February 1, 2011, amounting in total to $6.9 million. A further dividend was declared on March 14, 2011 and paid on April 28, 2011, again totaling $6.9 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, although even in the absence of adequate net income, a dividend is still payable given the level of retained earnings. During the first quarter of 2010, no dividend was paid, but a semi-annual dividend of $0.30 was declared for payment in April 2010.