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 July, 2012
Commission File Number 001-31236
TSAKOS ENERGY NAVIGATION LIMITED
(Translation of registrants 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): ___
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; |
| Registration Statement on Form F-3 (No. 333-111615) filed with the SEC on December 30, 2003; |
| Registration Statement on Form S-8 (No. 333-134306) initially filed with the SEC on May 19, 2006, as amended; |
| 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, 2012 | |
99.2 | Managements 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: July 6, 2012
TSAKOS ENERGY NAVIGATION LIMITED | ||
By: | /s/ Paul Durham | |
Paul Durham | ||
Chief Financial Officer |
Exhibit 99.1
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2012 AND DECEMBER 31, 2011
(Expressed in thousands of U.S. Dollars - except share and per share data)
March 31, 2012 |
December 31, 2011 |
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Unaudited | ||||||||
ASSETS | ||||||||
CURRENT ASSETS: |
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Cash and cash equivalents |
$ | 185,623 | $ | 175,708 | ||||
Restricted cash |
4,434 | 5,984 | ||||||
Marketable Securities (Note 3) |
2,618 | 2,534 | ||||||
Accounts receivable, net |
26,787 | 23,421 | ||||||
Insurance claims |
4,930 | 2,448 | ||||||
Due from related companies (Note 2) |
847 | 1,641 | ||||||
Advances and other |
6,723 | 7,508 | ||||||
Vessels held for sale |
41,427 | 41,427 | ||||||
Inventories |
18,421 | 19,835 | ||||||
Prepaid insurance and other |
2,845 | 5,372 | ||||||
Current portion of financial instruments-Fair value (Note 7) |
2,437 | 1,755 | ||||||
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Total current assets |
297,092 | 287,633 | ||||||
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INVESTMENTS |
1,000 | 1,000 | ||||||
FIXED ASSETS (Note 4) |
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Advances for vessels under construction |
38,012 | 37,636 | ||||||
Vessels |
2,640,428 | 2,639,878 | ||||||
Accumulated depreciation |
(469,173 | ) | (445,518 | ) | ||||
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Vessels Net Book Value |
2,171,255 | 2,194,360 | ||||||
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Total fixed assets |
2,209,267 | 2,231,996 | ||||||
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DEFERRED CHARGES, net (Note 5) |
17,712 | 14,708 | ||||||
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Total assets |
$ | 2,525,071 | $ | 2,535,337 | ||||
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LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||
CURRENT LIABILITIES: |
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Current portion of long-term debt (Note 6) |
$ | 215,777 | $ | 196,996 | ||||
Payables |
33,274 | 23,707 | ||||||
Due to related companies (Note 2) |
1,015 | 1,063 | ||||||
Accrued liabilities |
15,222 | 14,168 | ||||||
Accrued bank interest |
6,926 | 7,081 | ||||||
Unearned revenue |
6,539 | 7,469 | ||||||
Current portion of financial instruments - Fair value (Note 7) |
24,452 | 29,228 | ||||||
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Total current liabilities |
303,205 | 279,712 | ||||||
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LONG-TERM DEBT, net of current portion (Note 6) |
1,298,596 | 1,318,667 | ||||||
FINANCIAL INSTRUMENTS - FAIR VALUE, net of current portion (Note 7) |
15,422 | 17,800 | ||||||
STOCKHOLDERS EQUITY: |
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Common stock, $1.00 par value; 100,000,000 shares authorized; 46,208,737 issued and outstanding at March 31, 2012 and 46,208,737 at December 31, 2011. |
46,209 | 46,209 | ||||||
Additional paid-in capital |
351,719 | 351,566 | ||||||
Accumulated other comprehensive loss |
(30,806 | ) | (35,030 | ) | ||||
Retained earnings |
538,578 | 554,314 | ||||||
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Total Tsakos Energy Navigation Limited stockholders equity |
905,700 | 917,059 | ||||||
Noncontrolling Interest |
2,148 | 2,099 | ||||||
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Total stockholders equity |
907,848 | 919,158 | ||||||
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Total liabilities and stockholders equity |
$ | 2,525,071 | $ | 2,535,337 | ||||
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The accompanying notes are an integral part of these consolidated financial statements
1
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011
(Expressed in thousands of U.S. Dollars - except share and per share data)
Three months ended March 31 |
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2012 | 2011 | |||||||
VOYAGE REVENUES: |
$ | 102,230 | $ | 99,196 | ||||
EXPENSES: |
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Commissions |
3,669 | 3,356 | ||||||
Voyage expenses |
32,312 | 23,533 | ||||||
Vessel operating expenses |
35,541 | 31,596 | ||||||
Depreciation |
23,684 | 24,235 | ||||||
Amortization of deferred dry-docking costs |
1,057 | 1,108 | ||||||
Management fees (Note 2(a)) |
3,991 | 3,885 | ||||||
General and administrative expenses |
832 | 1,139 | ||||||
Stock compensation expense |
153 | 371 | ||||||
Foreign currency losses |
(50 | ) | 397 | |||||
Gain on sale of vessel |
| (5,802 | ) | |||||
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Total expenses |
101,189 | 83,818 | ||||||
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Operating income |
1,041 | 15,378 | ||||||
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OTHER INCOME (EXPENSES): |
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Interest and finance costs, net (Note 7) |
(10,298 | ) | (6,425 | ) | ||||
Interest income |
483 | 590 | ||||||
Other, net |
18 | (121 | ) | |||||
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Total other expenses, net |
(9,797 | ) | (5,956 | ) | ||||
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Net loss/income |
(8,756 | ) | 9,422 | |||||
Less: Net income attributable to the noncontrolling interest |
(49 | ) | (136 | ) | ||||
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Net loss/income attributable to Tsakos Energy Navigation Limited |
$ | (8,805 | ) | $ | 9,286 | |||
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Loss/earnings per share, basic attributable to Tsakos Energy Navigation Limited common shareholders |
$ | (0.19 | ) | $ | 0.20 | |||
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Loss/earnings per share, diluted attributable to Tsakos Energy Navigation Limited common shareholders |
$ | (0.19 | ) | $ | 0.20 | |||
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Weighted average number of shares, basic |
46,208,737 | 46,081,487 | ||||||
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Weighted average number of shares, diluted |
46,208,737 | 46,172,417 | ||||||
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The accompanying notes are an integral part of these consolidated financial statements
2
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2012, AND 2011
(Expressed in thousands of U.S. Dollars)
2012 | 2011 | |||||||
Net (loss)/income |
$ | (8,756 | ) | $ | 9,422 | |||
Other comprehensive income/(loss) |
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Unrealized gains/(losses) from hedging financial instruments |
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Unrealized gain on interest rate swaps |
3,773 | 3,925 | ||||||
Amortization of deferred loss on de-designated financial instruments |
367 | 405 | ||||||
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Total unrealized gains from hedging financial instruments |
4,140 | 4,330 | ||||||
Unrealized gain on marketable securities |
84 | | ||||||
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Other Comprehensive income |
4,224 | 4,330 | ||||||
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Comprehensive (loss)/income |
(4,532 | ) | 13,752 | |||||
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Less: comprehensive income attributable to the noncontrolling interest |
(49 | ) | (136 | ) | ||||
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Comprehensive (loss)/income attributable to Tsakos Energy Navigation Limited |
$ | (4,581 | ) | $ | 13,616 | |||
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The accompanying notes are an integral part of these consolidated financial statements
3
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2012, AND 2011
(Expressed in thousands of U.S. Dollars - except share and per share data)
Common Stock |
Additional Paid-in Capital |
Retained Earnings |
Accumulated Other Comprehensive Income (Loss) |
Tsakos Energy Navigation Limited |
Noncontrolling Interest |
Total | ||||||||||||||||||||||
BALANCE, January 1, 2011 |
$ | 46,081 | $ | 350,946 | $ | 671,480 | $ | (52,329 | ) | $ | 1,016,178 | $ | 3,752 | $ | 1,019,930 | |||||||||||||
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Net income |
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 non controlling interest |
0 | (2,199 | ) | (2,199 | ) | |||||||||||||||||||||||
- Other comprehensive income (loss) |
4,330 | 4,330 | 4,330 | |||||||||||||||||||||||||
- Amortization of restricted share units |
371 | 371 | 371 | |||||||||||||||||||||||||
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BALANCE, March 31, 2011 |
$ | 46,081 | $ | 351,244 | $ | 666,942 | $ | (47,999 | ) | $ | 1,016,268 | $ | 1,689 | $ | 1,017,957 | |||||||||||||
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BALANCE, January 1, 2012 |
$ | 46,209 | $ | 351,566 | $ | 554,314 | $ | (35,030 | ) | $ | 917,059 | $ | 2,099 | $ | 919,158 | |||||||||||||
Net loss |
(8,805 | ) | (8,805 | ) | 49 | (8,756 | ) | |||||||||||||||||||||
- Cash dividends paid ($0.15 per share) |
(6,931 | ) | (6,931 | ) | (6,931 | ) | ||||||||||||||||||||||
- Other comprehensive income (loss) |
4,224 | 4,224 | 4,224 | |||||||||||||||||||||||||
- Amortization of restricted share units |
153 | 153 | 153 | |||||||||||||||||||||||||
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BALANCE, March 31, 2012 |
$ | 46,209 | $ | 351,719 | $ | 538,578 | $ | (30,806 | ) | $ | 905,700 | $ | 2,148 | $ | 907,848 | |||||||||||||
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The accompanying notes are an integral part of these consolidated financial statements
4
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011
(Expressed in thousands of U.S. Dollars)
2012 | 2011 | |||||||
Cash Flows from Operating Activities: |
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Net (loss)/income |
$ | (8,756 | ) | $ | 9,422 | |||
Adjustments to reconcile net (loss)/income to net cash provided by operating activities: |
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Depreciation |
23,684 | 24,235 | ||||||
Amortization of deferred dry-docking costs |
1,057 | 1,108 | ||||||
Amortization of loan fees |
232 | 236 | ||||||
Stock compensation expense |
153 | 371 | ||||||
Change in fair value of derivative instruments |
(3,725 | ) | (5,754 | ) | ||||
Gain on sale of vessels |
| (5,802 | ) | |||||
Payments for dry-docking |
(3,528 | ) | (32 | ) | ||||
(Increase) Decrease in: |
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Receivables |
(4,269 | ) | 2,932 | |||||
Inventories |
1,414 | (4,117 | ) | |||||
Prepaid insurance and other |
2,527 | 11 | ||||||
Increase (Decrease) in: |
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Payables |
9,519 | 7,886 | ||||||
Accrued liabilities |
899 | 2,532 | ||||||
Unearned revenue |
(930 | ) | (5,310 | ) | ||||
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Net Cash provided by Operating Activities |
18,277 | 27,718 | ||||||
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Cash Flows from Investing Activities: |
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Advances for vessels under construction and acquisitions |
(376 | ) | (23,042 | ) | ||||
Vessel acquisitions and/or improvements |
(550 | ) | (324 | ) | ||||
Purchase of marketable securities |
| (2,500 | ) | |||||
Proceeds from the sale of vessels |
| 32,787 | ||||||
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Net Cash (used in)/provided by Investing Activities |
(926 | ) | 6,921 | |||||
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Cash Flows from Financing Activities: |
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Proceeds from long-term debt |
28,358 | | ||||||
Financing costs |
(765 | ) | (137 | ) | ||||
Payments of long-term debt |
(29,648 | ) | (44,240 | ) | ||||
Decrease in restricted cash |
1,550 | 1,838 | ||||||
Cash dividend |
(6,931 | ) | (6,912 | ) | ||||
Distribution from subsidiary to noncontrolling interest owners |
| (2,199 | ) | |||||
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Net Cash used in Financing Activities |
(7,436 | ) | (51,650 | ) | ||||
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Net increase/(decrease) in cash and cash equivalents |
9,915 | (17,011 | ) | |||||
Cash and cash equivalents at beginning of period |
175,708 | 276,637 | ||||||
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Cash and cash equivalents at end of period |
$ | 185,623 | $ | 259,626 | ||||
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The accompanying notes are an integral part of these consolidated financial statements
5
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) MARCH 31, 2012 AND 2011
(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, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.
The consolidated balance sheet as of December 31, 2011 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 Companys significant accounting policies can be found in the Companys Consolidated Financial Statements included in the Annual Report on Form 20-F for the year ended December 31, 2011. There have been no material changes to these policies in the three-month period ended March 31, 2012.
2. | Transactions with Related Parties |
The following amounts were charged by related parties for services rendered:
Three months ended March 31, |
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2012 | 2011 | |||||||
Tsakos Shipping and Trading S.A. (commissions) |
1,248 | 1,652 | ||||||
Tsakos Energy Management Limited (management fees) |
3,916 | 3,810 | ||||||
Tsakos Columbia Shipmanagement S.A. |
323 | 296 | ||||||
Argosy Insurance Company Limited |
2,408 | 2,454 | ||||||
AirMania Travel S.A. |
851 | 261 | ||||||
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Total expenses with related parties |
8,746 | 8,473 | ||||||
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Balances due from and to related parties are as follows:
March 31, 2012 |
December 31, 2011 |
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Due from related parties |
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Tsakos Columbia Shipmanagement Ltd. |
634 | 1,641 | ||||||
Tsakos Energy Management Limited |
213 | | ||||||
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Total due from related parties |
847 | 1,641 | ||||||
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Due to related parties |
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Tsakos Shipping and Trading S.A. |
289 | 89 | ||||||
Tsakos Energy Management Limited |
| 52 | ||||||
Argosy Insurance Company Limited |
317 | 607 | ||||||
AirMania Travel S.A. |
409 | 315 | ||||||
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Total due to related parties |
1,015 | 1,063 | ||||||
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6
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) MARCH 31, 2012 AND 2011
(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)
2. | Transactions with Related Parties (continued) |
There is also, at March 31, 2012 an amount of $536 ($691 at December 31, 2011) due to Tsakos Shipping and Trading S.A. and $258 ($243 at December 31, 2011) due to Argosy Insurance Limited, included in accrued liabilities which relates to services rendered by related parties not yet invoiced.
(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. From July 1, 2010, the monthly management fees for operating vessels were $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 $20.0. Those fees applied until December 31, 2011. From January 1, 2012 monthly fees for operating vessels are $27.5, for vessels chartered out or on a bare-boat basis are $20.4 and from April 1, 2012 for the LNG carrier $35.0 of which $10.0 is paid to the Management Company and $25.0 to a third party manager. |
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 years notice. In addition, if even one director was elected to the Holding Companys 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, 2012 to pay the Management Company an amount of approximately $142,157 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 Companys 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, 2012, scheduled for future delivery, are:
Year |
Amount | |||
April to December 2012 |
12,026 | |||
2013 |
15,523 | |||
2014 |
15,630 | |||
2015 |
15,630 | |||
2016 |
15,630 | |||
2017 to 2022 |
85,965 | |||
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160,404 | ||||
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7
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) MARCH 31, 2012 AND 2011
(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 $20.4 from January 1, 2012 and $20.0 per vessel in 2011. These fees in total amounted to $122, and $120 during the three months ended March 31, 2012 and 2011, 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 Companys 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 Companys 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. The Company also pays to TCM certain fees to cover expenses relating to internal control procedures and information technology services which are borne by TCM on behalf of the Company.
(c) | Tsakos Shipping and Trading S.A. (Tsakos Shipping): 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 Companys 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 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. In the first quarter of 2012 no such fee was charged whereas in 2011, $2,800 has been charged for fourteen vessels delivered between 2007 and September 2011. This amount was added to the cost of the vessels concerned and is being amortized over the remaining life of the vessels.
8
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) MARCH 31, 2012 AND 2011
(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): 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. The fair value of these marketable securities as of March 31, 2012 was $2,618, and the change in fair value during the three months ended March 31, 2012, amounting to $84 (positive) is included in Accumulated other comprehensive loss.
4. | Vessels |
Sales
There were no vessel sales in the first quarter of 2012. 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.
Held for sale and impairment
In the latter part of 2011, events occurred and circumstances changed, which in the ensuing period indicated that the carrying amounts of the VLCC tankers La Madrina and La Prudencia, built in 1994 and 1993 respectively were not fully recoverable. More specifically, market conditions led to a significant drop in VLCC tanker hire rates and the preference for younger vessels. The Company determined that these vessels met the criteria to be classified as held for sale at December 31, 2011. Therefore, the Company remeasured the vessels at fair value less costs to sell and recognized a total impairment charge of $39,434. Consequently, the total carrying values at December 31, 2011 of $30,987 for La Madrina and $49,875 for La Prudencia were written down to $20,714 each, which is a level 3 measurement of fair market value of the vessel as determined by management taking into consideration valuations from independent marine valuers and making use of current available market data relating to the vessel and similar vessels (Note 12(c)). The vessels are still classified as held for sale at March 31, 2012. At March 31, 2011, the aframax tanker Vergina II was classified as held for sale.
9
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) MARCH 31, 2012 AND 2011
(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, amounted to $13,143 and $10,672, at March 31, 2012 and December 31, 2011, respectively, and loan fees, net of accumulated amortization, amounted to $4,569 and $4,036 at March 31, 2012 and December 31, 2011, 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, 2012 |
December 31, 2011 |
||||||
(a) Credit Facilities |
1,039,588 | 1,030,798 | ||||||
(b) Term Bank Loans |
474,785 | 484,865 | ||||||
|
|
|
|
|||||
Total |
1,514,373 | 1,515,663 | ||||||
Less - current portion |
(215,777 | ) | (196,996 | ) | ||||
|
|
|
|
|||||
Long-term portion |
1,298,596 | 1,318,667 | ||||||
|
|
|
|
(a) | Credit facilities |
As at March 31, 2012, 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. In January 2012, the Company drew down the unused amount at December 31, 2011 of $28,358.
Interest is payable at a rate based on LIBOR plus a spread. At March 31, 2012, interest on these facilities ranged from 1.23% to 5.19%.
(a) | Term bank loans |
Term loan balances outstanding at March 31, 2012 amounted to $474,785. 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, 2012, are based on LIBOR plus a spread.
At March 31, 2012, interest on these term bank loans ranged from 1.09% to 3.24%.
The weighted-average interest rates on the above executed loans for the applicable periods were:
Three months ended March 31, 2012 |
1.84 | % | ||
Three months ended March 31, 2011 |
1.64 | % |
10
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) MARCH 31, 2012 AND 2011
(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)
6. | Long - Term Debt (continued) |
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. As at March 31, 2012 and December 31, 2011, the Company was in non-compliance with minimum value-to-loan ratios contained in certain of its debt agreements under which a total of $723,967 at March 31, 2012 and $621,021 at December 31, 2011 were outstanding at those dates. These agreements include two loans which relate to the vessels La Madrina and La Prudencia which are accounted for as held for sale both at March 31, 2012 and December 31, 2011 and which management expects to sell within 2012. On sale of these vessels it is expected that, in accordance with the terms of the respective loans, prepayments will be calculated on a basis that takes into account the value-to-loans ratios of the remaining vessels covered by the loans. These prepayments, based on existing values, are expected to amount to $62,791 at March 31, 2012 and $56,855 at December 31, 2011. These agreements also include further loans in non-compliance with minimum value-to-loan ratios in relation to which the Company may be required to prepay indebtedness in the form of cash or provide additional security in the total of $21,400 at March 31, 2012 and $8,555 at December 31, 2011. Accordingly, in addition to the required scheduled payments, the amounts of $84,191 at March 31, 2012 and $65,410 at December 31, 2011 have been classified as current liabilities.
As of December 31, 2011, a subsidiary, in which the Company has 51% interest, was not in compliance with the leverage ratio required by its loan, under which the amount of $48,125 was outstanding as of that date. In this respect on April 16, 2012, the subsidiary entered into an amendatory agreement with the lenders which waives the non-compliance of the leverage ratio covenant referred to above for the period from December 31, 2011 through December 31, 2012. The Company made on April 20, 2012 a prepayment of $8,125 on the loan (classified in current liabilities at December 31, 2011 and March 31, 2012) against the balloon installment due in 2016 and pay increased interest rate margins during the waiver period and remaining term of the loan.
The annual principal payments required to be made after March 31, 2012, including balloon payments totaling $728,554 due through April 2022, are as follows:
Period/Year |
Amount | |||
April to December 2012 |
144,225 | |||
2013 |
177,464 | |||
2014 |
109,742 | |||
2015 |
204,310 | |||
2016 |
212,069 | |||
2017 and thereafter |
666,563 | |||
|
|
|||
1,514,373 | ||||
|
|
11
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) MARCH 31, 2012 AND 2011
(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, 2012 |
March 31, 2011 |
|||||||
Interest expense |
11,787 | 10,672 | ||||||
Less: Interest capitalized |
(303 | ) | (898 | ) | ||||
|
|
|
|
|||||
Interest expense, net |
11,484 | 9,774 | ||||||
Interest swap cash settlements non-hedging |
2,964 | 3,391 | ||||||
Bunkers swap cash settlements |
(816 | ) | (1,249 | ) | ||||
Amortization of loan fees |
232 | 236 | ||||||
Bank charges |
29 | 26 | ||||||
Amortization of deferred loss on de-designated financial instruments |
367 | 405 | ||||||
Change in fair value of non-hedging financial instruments |
(3,962 | ) | (6,158 | ) | ||||
|
|
|
|
|||||
Net total |
10,298 | 6,425 | ||||||
|
|
|
|
At March 31, 2012, the Company was committed to thirteen floating-to-fixed interest rate swaps with major financial institutions covering notional amounts aggregating to $744,734 maturing from August 2012 through May 2018, on which it pays fixed rates averaging 4.64% and receives floating rates based on the six-month London interbank offered rate (LIBOR) (Note 12).
At March 31, 2012, 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 $535,128. The fair value of such financial instruments as of March 31, 2012 and December 31, 2011 in aggregate amounted to $24,962 (negative) and $28,835 (negative), respectively. The estimated net amount of cash flow hedge losses at March 31, 2012 that is estimated to be reclassified into earnings within the next twelve months is $18,952.
At March 31, 2012 and December 31, 2011, the Company held three interest rate swaps that did not meet hedge accounting criteria. As such, the changes in their fair values during the quarters ended March 31, 2012 and 2011 have been included in change in fair value of non-hedging financial instruments, in the table above and amounted to $3,280 (positive) and $3,533 (positive), 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 ($2,837 at March 31, 2012), 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, 2012 and 2011 was $367 and $405, respectively and for the next year up to March 31, 2013, amortization is expected to be $1,471.
At March 31, 2012 and December 31, 2011, the Company had three bunker swap agreements, in order to hedge its exposure to bunker price fluctuations associated with the consumption of bunkers by its vessels. The fair value of these financial instruments as of March 31, 2012 and December 31, 2011 was $2,437 (positive) and $1,755 (positive), respectively.
12
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) MARCH 31, 2012 AND 2011
(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 2012 and 2011 amounting to $682 (positive) and $2,625 (positive) 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, 2012 the Company declared dividends of $6,931 which were paid on February 14, 2012 to shareholders on record February 9, 2012.
9. | Accumulated other comprehensive loss |
In the first quarter of 2012, Accumulated other comprehensive loss decreased with unrealized gains of $4,224 of which $3,773 resulted from changes in fair value of financial instruments, $367 related to losses which were amortized to income on the de-designation of one interest rate swap and $84 resulted from unrealized gains on marketable securities. 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 the fair value of financial instruments and $405 related to losses which were amortized to income on the de-designation of one interest rate swap.
10. | 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.
2012 | 2011 | |||||||
Net (loss)/income available to common stockholders |
$ | (8,805 | ) | $ | 9,286 | |||
|
|
|
|
|||||
Weighted average common shares outstanding |
46,208,737 | 46,081,487 | ||||||
Dilutive effect of RSUs |
| 90,930 | ||||||
|
|
|
|
|||||
Weighted average common shares - diluted |
46,208,737 | 46,172,417 | ||||||
|
|
|
|
|||||
Basic (loss)/earnings per common share |
$ | (0.19 | ) | $ | 0.20 | |||
Diluted (loss)/earnings per common share |
$ | (0.19 | ) | $ | 0.20 |
For the three months ended March 31, 2012, the RSUs are considered anti-dilutive due to the loss from continuing operations which have resulted in their exclusion from the computation of diluted earnings per common share. For the three months ended March 31, 2011, there were no RSUs considered anti-dilutive; therefore, they are included in the computation of diluted earnings per common share.
13
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) MARCH 31, 2012 AND 2011
(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)
11. | Commitments and Contingencies |
As at March 31, 2012, the Company had under construction two DP2 suezmax shuttle tankers. The total contracted amount remaining to be paid for the two vessels under construction, plus the extra costs agreed as at March 31, 2012 was $148,712. Scheduled remaining payments as of March 31, 2012 were $55,200 from April to December 2012 and $93,512 in 2013.
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 Companys 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 Companys results from operations or financial condition.
Charters-out
The future minimum revenues of vessels in operation at March 31, 2012, before reduction for brokerage commissions, expected to be recognized on non-cancelable time charters are as follows:
Year |
Amount | |||
April to December 2012 |
138,649 | |||
2013 |
131,239 | |||
2014 |
78,686 | |||
2015 to 2023 |
172,111 | |||
|
|
|||
Net minimum charter payments |
520,685 | |||
|
|
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 first and second quarter of 2013 respectively. The revenue to be generated by these vessels has not been included in the above table.
12. | Financial Instruments |
(a) | Interest rate risk: The Companys 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, marketable securities, 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 Companys 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. |
14
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) MARCH 31, 2012 AND 2011
(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)
12. | Financial Instruments (continued) |
(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 $67,803 as compared to its carrying amount of $70,512 (Note 6). The fair value of the investment discussed in note 3 equates to the amount that would be received by the Company in the event of sale of that investment. |
The fair values of the one long-term bank loan with a fixed interest rate, the interest rate swap agreements, bunker swap agreements discussed in Note 7 above and marketable securities discussed in Note 3 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 Companys own data.
The fair value of the impaired vessels discussed in Note 4 are determined through Level 3 of the fair value hierarchy as defined in FASB guidance for Fair Value Measurements and are based on management estimates and assumptions and by making use of available market data and taking into consideration third party valuations.
The estimated fair values of the Companys financial instruments, other than derivatives at March 31, 2012 and December 31, 2011 are as follows:
Carrying Amount March 31, 2012 |
Fair Value March 31, 2012 |
Carrying Amount December 31, 2011 |
Fair Value December 31, 2011 |
|||||||||||||
Financial assets/(liabilities) |
||||||||||||||||
Cash and cash equivalents |
185,623 | 185,623 | 175,708 | 175,708 | ||||||||||||
Restricted cash |
4,434 | 4,434 | 5,984 | 5,984 | ||||||||||||
Marketable securities |
2,618 | 2,618 | 2,534 | 2,534 | ||||||||||||
Investments |
1,000 | 1,000 | 1,000 | 1,000 | ||||||||||||
Debt |
1,514,373 | 1,511,664 | 1,515,663 | 1,512,651 |
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 income statement or in the balance sheet, as a component of Accumulated other comprehensive loss.
15
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) MARCH 31, 2012 AND 2011
(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)
12. | Financial Instruments (continued) |
(c) | Fair value (continued): |
Fair Value of Derivative Instruments
Asset Derivatives | Liability Derivatives | |||||||||||||||||
March 31, 2012 |
December 31, 2011 |
March 31, 2012 |
December 31, 2011 |
|||||||||||||||
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 | | | 17,481 | 20,421 | |||||||||||||
FINANCIAL INSTRUMENTS - FAIR VALUE, net of current portion | | | 7,481 | 8,414 | ||||||||||||||
|
|
|
|
|
|
|||||||||||||
Subtotal | | | 24,962 | 28,835 | ||||||||||||||
|
|
|
|
|
|
Asset Derivatives | Liability Derivatives | |||||||||||||||||
March 31, 2012 |
December 31, 2011 |
March 31, 2012 |
December 31, 2011 |
|||||||||||||||
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 | | | 6,971 | 8,807 | |||||||||||||
FINANCIAL INSTRUMENTS - FAIR VALUE, net of current portion | | | 7,941 | 9,386 | ||||||||||||||
Bunker swaps | Current portion of financial instruments-Fair value | 2,437 | 1,755 | | | |||||||||||||
FINANCIAL INSTRUMENTS - FAIR VALUE, net of current portion | | | | | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Subtotal | 2,437 | 1,755 | 14,912 | 18,193 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total derivatives | 2,437 | 1,755 | 39,874 | 47,028 | ||||||||||||||
|
|
|
|
|
|
|
|
16
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) MARCH 31, 2012 AND 2011
(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)
12. | Financial Instruments (continued) |
(c) | Fair value: (continued) |
The Effect of Derivative Instruments on the Statement of Financial Performance for the three month periods ended March 31, 2012, and 2011
Derivatives in Cash Flow Hedging Relationships
Gain (Loss) Recognized in Accumulated OCI on Derivative (Effective Portion) | ||||||||||
Derivative | Amount Three months ended |
|||||||||
2012 | 2011 | |||||||||
Interest rate swaps |
(813 | ) | (2,447 | ) | ||||||
|
|
|
|
|||||||
Total |
(813 | ) | (2,447 | ) | ||||||
|
|
|
|
|||||||
Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | ||||||||||
Derivative | Location | Amount Three months ended |
||||||||
2012 | 2011 | |||||||||
Interest rate swaps |
Depreciation expense | (29 | ) | (29 | ) | |||||
Interest rate swaps |
Interest and finance costs, net | (4,923 | ) | (4,344 | ) | |||||
|
|
|
|
|||||||
Total |
(4,952 | ) | (4,373 | ) | ||||||
|
|
|
|
|||||||
Derivatives Not Designated as Hedging Instruments |
||||||||||
Gain (Loss) Recognized on Derivative | ||||||||||
Derivative | Location | Amount Three months ended |
||||||||
2012 | 2011 | |||||||||
Interest rate swaps |
Interest and finance costs, net | 316 | 142 | |||||||
Bunker swaps |
Interest and finance costs, net | 1,498 | 3,875 | |||||||
|
|
|
|
|||||||
Total |
1,814 | 4,017 | ||||||||
|
|
|
|
17
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) MARCH 31, 2012 AND 2011
(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)
12. | Financial Instruments (continued) |
(c) | Fair value: (continued) |
The following tables summarize the fair values for assets and liabilities measured on a recurring basis as of March 31, 2012 and December 31, 2011:
Recurring measurements |
March 31, 2012 |
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 |
(39,874 | ) | | (39,874 | ) | | ||||||||||
Marketable Securities |
2,618 | | 2,618 | | ||||||||||||
Bunker swaps |
2,437 | | 2,437 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
(34,819 | ) | | (34,819 | ) | | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Recurring measurements |
December 31, 2011 |
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 |
(47,028 | ) | | (47,028 | ) | | ||||||||||
Marketable Securities |
2,534 | | 2,534 | | ||||||||||||
Bunker swaps |
1,755 | | 1,755 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
(42,739 | ) | | (42,739 | ) | | |||||||||||
|
|
|
|
|
|
|
|
The following tables present the fair values of items measured at fair value on a nonrecurring basis for the quarter ended March 31, 2012 and year ended December 31, 2011:
Nonrecurring basis |
March 31, 2012 |
Unobservable Inputs (Level 3) |
||||||
Vessels held for sale (Note 4) |
$ | 43,674 | $ | 43,674 | ||||
|
|
|
|
|||||
$ | 43,674 | $ | 43,674 | |||||
|
|
|
|
|||||
Nonrecurring basis | December 31, 2011 |
Unobservable Inputs (Level 3) |
||||||
Vessels held for sale (Note 4) |
$ | 43,674 | $ | 43,674 | ||||
|
|
|
|
|||||
$ | 43,674 | $ | 43,674 | |||||
|
|
|
|
18
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) MARCH 31, 2012 AND 2011
(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)
13. | Subsequent Events |
(a) | On April 17, 2012, the Company announced a quarterly dividend of $0.15 per share, which was paid on May 25, 2012 to shareholders of record on May 21, 2012. |
(b) | On April 18, 2012 the Company completed an offering of 10 million common shares at a price of $6.50 per share. The net proceeds from the sale of these common shares in this offering, after deducting underwriting discounts and estimated expenses relating to the offering was $62,660. |
(c) | On April 20, 2012, the Company prepaid $8,125 to the lending bank in relation to the waiver obtained as discussed in Note 6. |
(d) | On May 31, 2012 the Company agreed to the terms of a bank loan for an amount of $73,600 relating to the financing of the second DP2 suezmax shuttle tanker, expected to be delivered in the second quarter of 2013. |
(e) | On June 4, 2012 the Company signed a contract with a major Korean shipyard for the construction of one 162,000 cubic meter LNG carried at $209,600, with expected delivery in the first quarter of 2015. On July 2, 2012 the Company made the first installment of $20,960 to the yard. The Company has an option to purchase an additional 162,000 cubic meter LNG carrier. If the Company exercises this option, the LNG carrier would be delivered in the fourth quarter of 2015. |
(f) | On July 2, 2012 the Company drew down $13,800 on an 8 year loan, agreed on January 31, 2012, relating to the financing of the first DP2 suezmax shuttle tanker, expected to be delivered in the first quarter of 2013. |
19
Exhibit 99.2
TSAKOS ENERGY NAVIGATION LIMITED
THREE MONTHS ENDED MARCH 31, 2012
Results of operations management discussion & analysis
Three months ended March 31, 2012 versus three months ended March 31, 2011 (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 2012 and 2011 per charter category were as follows:
Three months ended March 31, | ||||||||
2012 | 2011 | |||||||
$ million | % of total | $ million | % of total | |||||
Time charter-bareboat |
2.3 | 2% | 2.3 | 2% | ||||
Time charter-fixed rate |
19.2 | 19% | 15.0 | 15% | ||||
Time charter-variable rate (profit share) |
24.2 | 24% | 38.2 | 39% | ||||
Pool arrangement |
6.1 | 6% | 7.2 | 7% | ||||
Voyage charter-contract of affreightment |
| 0% | 6.5 | 7% | ||||
Voyage charter-spot market |
50.4 | 49% | 30.0 | 30% | ||||
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Total voyage revenue |
102.2 | 100% | 99.2 | 100% | ||||
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Voyage revenues from vessels were $102.2 million during the quarter ended March 31, 2012, compared to $99.2 million during the quarter ended March 31, 2011, a slight increase of $3.0 million or 3.0%. The freight market was soft in both periods, primarily due to an over-supply of tankers despite the relatively strong demand for oil. The marginal increase in revenue was to some extent due to a small increase in the number of vessels by the equivalent of 0.1 vessels or, in terms of days available for trading, an increase of 57 days compared to the same quarter in 2011. The average number of vessels during the first quarter of 2012 was 48.0 compared to 47.9 in the first quarter of 2011. Since the beginning of 2011 to March 31, 2012 the Company took delivery of the suezmaxes Spyros K and Dimitris P and sold the aframaxes Opal Queen and Vergina II.
Bunker prices were higher by 17% in the first quarter of 2012 compared to the first quarter of 2011 and coupled with the fact that we had 2.4% more days in types of employment bearing voyage expenses, the average time charter equivalent rate per vessel dropped to $17,129 per day compared to $17,964 per day in the previous years first quarter. Only the Aframaxes and the smaller Handysize vessels saw better rates in the first quarter of 2012 compared to the first quarter of 2011. Also our one LNG carrier was under a time charter with almost double the rate compared to the prior years first quarter, but spent half the quarter in dry-docking and incurred high related voyage expenses.
The number of days utilized in profit-share arrangements dropped to 1,341 in the first quarter of 2012 compared to 1,841 in the first quarter of 2011. The number of days employed on spot and contract of affreightment increased to 1,108 from 1,082, and days that vessels operated in a pool during the first quarter of 2012 were 544 compared to 540 in the first quarter of 2011. Operating days on pure time-charter without profit share increased to 1,142 days from 799 days between the two first quarters. There was an increase in the
1
total number of days that the fleet was employed under charters with a fixed rate due to the expiration of charters with a variable element and the placement of those vessels in fixed employment. Also there was a move of other vessels, due to expiration of previous period employment, to the spot market in order to secure 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, 2012 and March 31, 2011 were as follows:
Q1 2012 | Q1 2011 | |||
$ | $ | |||
LNG carrier |
30,999 | 23,000 | ||
VLCC |
23,833 | 25,940 | ||
Suezmax |
21,857 | 25,162 | ||
Aframax |
18,187 | 17,854 | ||
Panamax |
15,079 | 16,524 | ||
Handymax |
12,302 | 11,254 | ||
Handysize |
13,243 | 14,463 |
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, | ||||||||
2012 | 2011 | |||||||
$ | 000 | $ | 000 | |||||
Voyage revenues |
102,230 | 99,196 | ||||||
Less :Voyage Expenses |
(32,312 | ) | (23,533 | ) | ||||
Add: Representative operating expenses for bareboat charter ($10,000 daily) |
910 | 900 | ||||||
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Time charter equivalent revenues |
70,828 | 76,563 | ||||||
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Divided by: net earnings (operating) days |
4,135 | 4,262 | ||||||
Average TCE per vessel per day |
17,129 | 17,964 |
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 of 2012 was 94.7% compared to 98.9% for the first quarter of 2011. The days lost in the first quarter of 2012 primarily relate to the dry-dockings of Neo Energy, Antarctic, Arctic, and Sakura Princess, repairs on Afrodite and off-hire days of La Prudencia and La Madrina.
2
Commissions
Commissions amounted to $3.7 million, or 3.6% of revenue from vessels, during the quarter ended March 31, 2012, compared to $3.4 million or 3.4% of revenue from vessels, for the quarter ended March 31, 2011. The overall increase was due to increased revenues and changes in employment on several vessels, where commission rates were higher, especially for vessels employed in the spot market.
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) | |||||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||||||
$ million | $ million | $ | $ | |||||||||||||||||
Bunkering expenses |
22.6 | 15.6 | 45.2% | 20,403 | 14,393 | 41.8% | ||||||||||||||
Port and other expenses |
9.7 | 8.0 | 22.0% | 8,759 | 7,357 | 19.1% | ||||||||||||||
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Total voyage expenses |
32.3 | 23.5 | 37.3% | 29,162 | 21,750 | 34.1% | ||||||||||||||
Days on spot and Contract of Affreightment (COA) employment |
1,108 | 1,082 | 2.4% |
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 $32.3 million during the quarter ended March 31, 2012, compared to $23.5 million during the prior years first quarter, a 37.3% increase. The total operating days on spot charter and contract of affreightment totaled 1,108 days in the first quarter of 2012 compared to 1,082 days in the first quarter of 2011. Although voyage expenses are highly dependent on the voyage patterns followed and size of vessels employed on spot, much of the increase can be explained by the average cost of bunkers (fuel) purchased for the fleet increasing by 17% from the first quarter of 2011 to the first quarter of 2012, contributing to a $7 million increase in overall expenditure on bunkers, or $6,010 on a daily basis, between the two first quarters.
3
Vessel operating expenses
Operating expenses per category |
Average daily operating expenses per vessel |
|||||||||||||||||||||||
Q1 2012 | Q1 2011 | % increase/ (decrease) |
Q1 2012 | Q1 2011 | % increase/ (decrease) |
|||||||||||||||||||
U.S.$ million |
U.S.$ million |
U.S.$ | U.S.$ | |||||||||||||||||||||
Crew expenses |
19.1 | 19.3 | (1.0 | )% | 4,458 | 4,565 | (2.3 | )% | ||||||||||||||||
Insurances |
3.7 | 3.7 | (1.6 | )% | 857 | 881 | (2.7 | )% | ||||||||||||||||
Repairs and maintenance, and spares |
5.5 | 2.6 | 110.8 | % | 1,277 | 614 | 108.0 | % | ||||||||||||||||
Stores |
2.0 | 1.9 | 4.1 | % | 470 | 458 | 2.6 | % | ||||||||||||||||
Lubricants |
1.7 | 1.4 | 23.7 | % | 391 | 319 | 22.6 | % | ||||||||||||||||
Quality and Safety |
0.4 | 0.3 | 11.8 | % | 89 | 81 | 9.9 | % | ||||||||||||||||
Other (taxes, registration fees, communications) |
3.1 | 2.4 | 29.4 | % | 766 | 564 | 35.8 | % | ||||||||||||||||
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Total operating expenses |
35.5 | 31.6 | 12.5 | % | 8,308 | 7,482 | 11.0 | % | ||||||||||||||||
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Earnings capacity days excluding vessel on bare-boat charter |
|
4,277 | 4,221 |
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 $35.5 million during the quarter ended March 31, 2012 as compared to $31.6 million during quarter ended March 31, 2011, an increase of 12.5%, whereas earnings capacity days increased only by 1.3%. As a percentage of voyage revenues, vessel operating expenses were 34.7% in the first quarter of 2012 and 31.8% in the first quarter of 2011.
Vessel operating expenses per ship per day for those vessels in the fleet incurring operating expenses increased to $8,308 for the quarter ended March 31, 2012 from $7,482 for the quarter ended March 31, 2011, an 11.0% increase.
The increase in operating expenses is mostly due to increased repairs and maintenance expenses incurred during dry-dockings, included the first dry-docking on the LNG carrier. Repair activity was increased in the first quarter of 2012, as four vessels underwent dry-dockings compared with none in the first quarter of 2011. Lubricant costs also increased as a result of the increased bunker prices. Other operating expenses were higher as a result of increased security and protection expenses against piracy.
Depreciation
Depreciation was $23.7 million during the quarter ended March 31, 2012 compared to $24.2 million during the quarter ended March 31, 2011, a decrease of 2.3%. This was primarily due to the two VLCCs La Madrina and La Prudencia, which were held for sale at the end of 2011 and bore no depreciation during the first quarter of 2012, largely offset by the addition of two new high-value vessels in 2011 (Spyros K and Dimitris P).
4
Amortization of deferred charges
During both quarters ended March 31, 2012 and 2011, amortization of deferred dry-docking charges was $1.1 million. For the most part the total quarterly charge for the respective quarters relate to the same charges for the same vessels. The effect of the quarterly amortization of the seven dry-dockings performed in 2011 has been offset by the transfer of the remaining unamortized dry-docking costs of La Madrina and La Prudencia, which were transferred to the cost of held for sale assets at December 31, 2011.
Impairment
Our tests did not indicate that an impairment charge was required for any particular vessel at March 31, 2012. At December 31, 2011, it was determined that the carrying value of the VLCCs tankers La Prudencia and La Madrina was in excess of their estimated fair market values and that the vessels would not generate adequate cash flow over their expected remaining lives in excess of their carrying values. As a result, the carrying value of the two vessels was reduced to fair market value at December 31, 2011. The Company determined that these vessels met the criteria to be classified as held for sale at December 31, 2011 and March 31, 2012. Tests were performed in the first quarter of 2012 to assess whether these vessels fair market value had again fallen below carrying value and it was determined that the fair market value was in excess of carrying value.
Management fees
Management fees totaled $4.0 million during the quarter ended March 31, 2012, a 2.7% increase over the quarter ended March 31, 2011. The increase is due to the increase of the monthly management fees from January 1, 2012.
The Company pays to Tsakos Energy Management Ltd. (the Management Company) 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.
In the first quarter of 2012, all the fleet apart from the LNG carrier was managed by TCM. In the first quarter of 2011, most of the fleet was managed by TCM apart from the LNG carrier, four vessels which continued to be managed by Columbia Shipmanagement Ltd. and three by other third-party ship managers. From January 1, 2012, monthly fees for operating vessels increased by $500 per month to $27,500, compared to $27,000 in the first quarter of 2011. The monthly fee relating to chartered-in or chartered out on a bareboat basis or for vessels under construction increased to $20,400 from $20,000. Management fees for the LNG carrier remained at $32,000 per month of which $7,000 are paid to the Management Company and $25,000 to a third party manager. From April 1, 2012 management fees for the LNG carrier will be $35,000 of which $10,000 will be paid to the Management Company and $25,000 to the third party manager. 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 $0.8 million during the quarter ended March 31, 2012 compared to $1.1 million during the previous years first quarter, a decrease of 27.0% mainly due to efforts to reduce the overhead expenditure in all categories.
5
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 $1,139 for the first quarter of 2012, compared to $1,251 in the first quarter of 2011. The decrease was primarily due to the decreased general and administrative expenses offset by the increase in management fees.
Stock compensation expense
The compensation expense in the first quarter of 2012 amounted to $0.2 million compared to $0.4 million in the first quarter of 2011 and represents the amortization of the value of restricted share units (RSUs) in the quarter. There were no movements (issuances, vesting and forfeits) in the quarter, so the number of outstanding RSUs at March 31, 2012 remained 84,500, as at December 31, 2011. These outstanding RSUs will vest at 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 Companys share price on issuance of the RSUs. For non-employees, the amortization rate is based on the share price at the vesting date and therefore the valuation is adjusted quarterly in line with movements in the share price until the vesting date. The decrease of the stock compensation expense between the first quarters of 2012 and 2011 is due to the drop of the number of outstanding RSUs from 199,750 at March 31, 2011 to 84,500 during the quarter ending March 31, 2012.
Gain on sale of vessels
There were no vessel sales during the first quarter of 2012. During the first quarter of 2011, the Company sold the aframax Opal Queen for $34.0 million realizing a gain of $5.8 million.
Operating income
Income from vessel operations was $1.0 million during the first quarter of 2012 compared to $15.4 million (including a gain on the sale of vessel amounting to $5.8 million) during the first quarter of 2011.
Interest and finance costs
Three months ended March 31, | ||||||||
2012 | 2011 | |||||||
$ million | $ million | |||||||
Interest expense |
11.8 | 10.7 | ||||||
Less: Interest capitalized |
(0.3 | ) | (0.9 | ) | ||||
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Interest expense, net |
11.5 | 9.8 | ||||||
Interest swap cash settlements non-hedging |
3.0 | 3.4 | ||||||
Bunkers swap cash settlements |
(0.8 | ) | (1.3 | ) | ||||
Change in fair value of non-hedging bunker swaps |
(0.7 | ) | (2.6 | ) | ||||
Amortization of deferred loss on de-designated financial instruments |
0.4 | 0.4 | ||||||
Change in fair value of non-hedging interest rate swaps |
(3.3 | ) | (3.5 | ) | ||||
Amortization of loan fees |
0.2 | 0.2 | ||||||
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Net total |
10.3 | 6.4 | ||||||
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6
Interest and finance costs were $10.3 million for the first quarter of 2012 compared to $6.4 million for the quarter ended March 31, 2011, an increase of 60.3%. Loan interest in the first quarter 2012 increased by 11.9% to $7.1 million from $6.4 million in the first quarter of 2011. The average balance of outstanding debt was approximately $1,524 million for the first quarter of 2012 compared to $1,548 million for the previous years first quarter and average loan interest rate increased slightly to 1.84% from 1.64%. Similarly, the average all-in loan finance cost in the first quarter of 2012, taking account of net swap interest paid, was 3.83% compared to 3.63% in the previous years first quarter. Interest paid on both hedging and non-hedging swaps amounted to $7.7 million in both first quarters.
There was a positive movement of $3.3 million in the fair value (mark-to-market) of the non-hedging interest rate swaps in the first quarter of 2012, compared to a similar positive movement of $3.5 million in the first quarter of 2011. 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 for both periods.
Also in the first quarter of 2012 there was a positive movement of $0.7 million on bunker swaps, which do not qualify as hedging instruments. An amount of $0.8 million in actual cash was received on the swaps in the first quarter of 2012. In the first quarter of 2011, there was a positive movement of $2.6 million on these swaps and $1.3 million was received in cash.
Capitalized interest is based on expenditure incurred to date on vessels under construction. In the first quarter of 2012, capitalized interest was $0.3 million compared to $0.9 million in the previous years first quarter, the decrease being due to the different stage of completion of the vessels under construction between the two periods. In the first quarter of 2011 we had under construction two vessels, close to delivery whereas in the first quarter of 2012 there were also two vessels under construction, but at an earlier stage of completion.
Interest income
Total income derived from bank deposits was $0.5 million during the first quarter of 2012 compared to $0.6 million in the first quarter of 2011.
Non-controlling 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 of 2012 amounted to $0.05 million compared to $0.1 million in the first quarter of 2011, the reduction being primarily due to increased operating expenses and interest rate costs.
Net loss/income
As a result of the foregoing, net loss for the quarter ended March 31, 2012 was $8.8 million, or $0.19 per diluted share versus net income of $9.3 million or $0.20 per diluted share for the quarter ended March 31, 2011. The weighted average number of shares (diluted) during the first quarter of 2012 was 46,208,737 compared to 46,172,417 during the first quarter of 2011.
7
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 commitments, other expected capital expenditure on dry-dockings and vessel acquisitions will require us to expend cash in 2012 and in future years. Net cash flow generated by operations is the main source of liquidity. Apart from the possibility of issuing 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 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 March 31, 2013, taking into account both our existing capital commitments and debt service requirements.
Working capital (non-restricted net current assets) amounted to approximately $10.5 million negative at March 31, 2012, compared to $111.1 million positive at March 31, 2011. Current assets decreased to $297.1 million at March 31, 2012 from $337.5 million at March 31, 2011 mainly due to decreased cash in non-restricted cash holdings by $74.0 million. Current liabilities increased to $303.2 million at March 31, 2012 from $222.0 million at March 31, 2011, due mainly to an increase in the current portion of long-term debt by $84.2 million relating mainly to the potential prepayments of debt on vessels held for sale.
Net cash provided by operating activities was $18.3 million in the quarter ended March 31, 2012 compared to $27.7 million in the previous years first quarter. The decrease is mainly due to the fall in revenue (net of voyage expenses) generated by operations. Expenditure for dry-dockings is deducted from cash generated by operating activities. The expenditure in the first quarter of 2012 on dry-dockings amounted to $3.5 million compared to $0.03 million in previous years first quarter.
Net cash used in investing activities was $0.9 million for the quarter ended March 31, 2012, compared to net cash from investing activities of $6.9 million for the quarter ended March 31, 2011. 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 and the changes in fair market value are included in other comprehensive income. In the first quarter of 2012, net funds for improvements on existing vessels amounted to $0.6 million. In the equivalent period of 2011, net funds paid for improvements of vessels amounted to $0.3 million. In the first quarter of 2012, there was no sale of vessels, while in the first quarter of 2011, the aframax tanker Opal Queen was sold generating net proceeds of $32.8 million.
In the first quarter of 2012, advances for vessels under construction amounted to $0.4 million compared to $23.0 million in the first quarter of 2011. There were a total of two vessels on order as at March 31, 2012 and four on order as at March 31, 2011. In 2011, we took delivery of the two suezmaxes Spyros K and Dimitris P. 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.
At March 31, 2012, we had the two DP2 suezmax shuttle tankers on order with total remaining payments totaling $148.7 million, all of which will be covered by new debt which has been arranged for both vessels. Scheduled remaining payments as of March 31, 2012 are $55.2 million in 2012 and $93.5 million in 2013.
Net cash used in financing activities was $7.4 million in the quarter ended March 31, 2012, compared to $51.7 million during the quarter ending March 31, 2011. In January 2012, we drew down an unused amount of $28.4 million. There were loan repayments of $29.6 million in the first quarter of 2012, compared to $28.6 million repayments and $15.6 million prepayments in the first quarter of 2011.
8
Total debt outstanding decreased from $1,515.7 million at the beginning of the first quarter 2012 to $1,514.4 million by the quarter end. The debt to capital (equity plus debt) ratio was 62.5% at March 31, 2012 (or 59.3% 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 49%.
Two loans, together totaling $164.4 million at March 31, 2012 ($169.4 million at December 31, 2011), include the VLCC vessels La Madrina and La Prudencia as security. These vessels are accounted for as held for sale and management expects to sell these vessels within 2012. On sale of these vessels it is expected that, in accordance with the terms of the respective loans, prepayments will be calculated on a basis that takes into account the value-to-loan ratios of the remaining vessels providing security to the loans. These prepayments, based on estimated values at March 31, 2012 are expected to amount to $62.8 million ($56.9 million at December 31, 2011) in addition to scheduled payments within one year. These amounts have been reclassified as current liabilities at March 31, 2012 and December 31, 2011.
As at March 31, 2012, due to the fall in tanker values, the value-to-loan ratios in certain loan agreements, were less than the required 120% of the outstanding debt. In such circumstances, upon request from our lenders, we have to either provide the lenders acceptable additional security with a net realizable value at least equal to the shortfall, or prepay an amount that will eliminate the shortfall. If not remedied when requested, these non-compliances would constitute events of default and could result in the lenders requiring immediate repayment of the loans. Therefore, a further $21.4 million has been reclassified as a current liability as of March 31, 2012 ($8.6 million as at December 31, 2011) in relation to a further ten loans (seven loans at December 31, 2011) together totaling $559.6 million at March 31, 2012 ($451 million at December 31, 2011) which were in non-compliance relating solely to the value-to-loan ratios at each period end. One of these loans relates to the financing of the subsidiary company in which we have a 51% interest. This loan has a 70% maximum leverage covenant which relates only to the assets and liabilities of that particular company. As at December 31, 2011, the leverage on this particular loan only was in excess of 70%. We have obtained a waiver of this covenant covering the period from December 31, 2011 through December 31, 2012. Also we made a repayment of $8.1 million in April 2012 on the loan against the balloon installment due in 2016 and agreed to increases in the interest rate margin during the waiver period and the remaining term of the loan. In all the aforementioned cases, we do not expect to pay down the loans up to March 31, 2013 beyond the amounts that we have already classified as current liabilities, even though all the loan agreements do include the right of lenders to accelerate repayments and even foreclose their liens on the vessels upon the occurrence of an event of default. Our loan agreements also contain a cross-default provision that may be triggered by a default under one of our other loans. A cross-default provision means that a default on one loan would result in a default on all of our other loans. Because of the presence of cross-default provisions in our credit facilities, the refusal of any one lender to grant or extend a waiver could result in all of our indebtedness being accelerated even if our other lenders have waived covenant defaults under the respective credit facilities.
On April 18, 2012, the Company completed an offering of 10 million common shares at a price of $6.50 per share. The net proceeds from the sale of these common shares in this offering, after deducting underwriting discounts and estimated expenses relating to the offering was $62.66 million. The Company plans to use the net proceeds of the offering to fund growth initiatives, including LNG, working capital and other general corporate purposes.
9
A quarterly cash dividend of $0.15 was paid on February 14, 2012, amounting in total to $6.9 million. A further dividend was declared on April 17, 2012 and paid on May 25, 2012, totaling $8.4 million. The dividend policy of the Company is to pay dividends on a quarterly basis. The payment and the amount are subject to the discretion of our board of directors and depend, among other things, on available cash balances, anticipated cash needs, our results of operations, our financial condition, and any loan agreement restrictions binding us or our subsidiaries, as well as other relevant factors.
On June 4, 2012 the Company signed a contract with a major Korean shipyard for the construction of one 162,000 cubic meter LNG carrier for $209.6 million, with expected delivery in the first quarter of 2015 and on July 2, 2012 the Company made the first installment of $20.96 million to the yard. We have an option to purchase an additional 162,000 cubic meter LNG carrier. If we exercise this option, the LNG carrier would be delivered in the fourth quarter of 2015.
10