EX-99.1 2 d375430dex991.htm CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), MARCH 31, 2012 Consolidated Financial Statements (Unaudited), March 31, 2012

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
 
     Unaudited        
ASSETS     

CURRENT ASSETS:

    

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   
  

 

 

   

 

 

 

Total current assets

     297,092        287,633   
  

 

 

   

 

 

 

INVESTMENTS

     1,000        1,000   

FIXED ASSETS (Note 4)

    

Advances for vessels under construction

     38,012        37,636   

Vessels

     2,640,428        2,639,878   

Accumulated depreciation

     (469,173     (445,518
  

 

 

   

 

 

 

Vessels’ Net Book Value

     2,171,255        2,194,360   
  

 

 

   

 

 

 

Total fixed assets

     2,209,267        2,231,996   
  

 

 

   

 

 

 

DEFERRED CHARGES, net (Note 5)

     17,712        14,708   
  

 

 

   

 

 

 

Total assets

   $ 2,525,071      $ 2,535,337   
  

 

 

   

 

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY     

CURRENT LIABILITIES:

    

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   
  

 

 

   

 

 

 

Total current liabilities

     303,205        279,712   
  

 

 

   

 

 

 

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:

    

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   
  

 

 

   

 

 

 

Total Tsakos Energy Navigation Limited stockholders’ equity

     905,700        917,059   

Noncontrolling Interest

     2,148        2,099   
  

 

 

   

 

 

 

Total stockholders’ equity

     907,848        919,158   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 2,525,071      $ 2,535,337   
  

 

 

   

 

 

 

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

 
     2012     2011  

VOYAGE REVENUES:

   $ 102,230      $ 99,196   

EXPENSES:

    

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
  

 

 

   

 

 

 

Total expenses

     101,189        83,818   
  

 

 

   

 

 

 

Operating income

     1,041        15,378   
  

 

 

   

 

 

 

OTHER INCOME (EXPENSES):

    

Interest and finance costs, net (Note 7)

     (10,298     (6,425

Interest income

     483        590   

Other, net

     18        (121
  

 

 

   

 

 

 

Total other expenses, net

     (9,797     (5,956
  

 

 

   

 

 

 

Net loss/income

     (8,756     9,422   

Less: Net income attributable to the noncontrolling interest

     (49     (136
  

 

 

   

 

 

 

Net loss/income attributable to Tsakos Energy Navigation Limited

   $ (8,805   $ 9,286   
  

 

 

   

 

 

 

Loss/earnings per share, basic attributable to Tsakos Energy Navigation Limited common shareholders

   $ (0.19   $ 0.20   
  

 

 

   

 

 

 

Loss/earnings per share, diluted attributable to Tsakos Energy Navigation Limited common shareholders

   $ (0.19   $ 0.20   
  

 

 

   

 

 

 

Weighted average number of shares, basic

     46,208,737        46,081,487   
  

 

 

   

 

 

 

Weighted average number of shares, diluted

     46,208,737        46,172,417   
  

 

 

   

 

 

 

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)

    

Unrealized gains/(losses) from hedging financial instruments

    

Unrealized gain on interest rate swaps

     3,773        3,925   

Amortization of deferred loss on de-designated financial instruments

     367        405   
  

 

 

   

 

 

 

Total unrealized gains from hedging financial instruments

     4,140        4,330   

Unrealized gain on marketable securities

     84        —     
  

 

 

   

 

 

 

Other Comprehensive income

     4,224        4,330   
  

 

 

   

 

 

 

Comprehensive (loss)/income

     (4,532     13,752   
  

 

 

   

 

 

 

Less: comprehensive income attributable to the noncontrolling interest

     (49     (136
  

 

 

   

 

 

 

Comprehensive (loss)/income attributable to Tsakos Energy Navigation Limited

   $ (4,581   $ 13,616   
  

 

 

   

 

 

 

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   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

BALANCE, March 31, 2011

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

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

BALANCE, March 31, 2012

   $ 46,209       $ 351,719      $ 538,578      $ (30,806   $ 905,700      $ 2,148      $ 907,848   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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:

    

Net (loss)/income

   $ (8,756   $ 9,422   

Adjustments to reconcile net (loss)/income to net cash provided by operating activities:

    

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:

    

Receivables

     (4,269     2,932   

Inventories

     1,414        (4,117

Prepaid insurance and other

     2,527        11   

Increase (Decrease) in:

    

Payables

     9,519        7,886   

Accrued liabilities

     899        2,532   

Unearned revenue

     (930     (5,310
  

 

 

   

 

 

 

Net Cash provided by Operating Activities

     18,277        27,718   
  

 

 

   

 

 

 

Cash Flows from Investing Activities:

    

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   
  

 

 

   

 

 

 

Net Cash (used in)/provided by Investing Activities

     (926     6,921   
  

 

 

   

 

 

 

Cash Flows from Financing Activities:

    

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
  

 

 

   

 

 

 

Net Cash used in Financing Activities

     (7,436     (51,650
  

 

 

   

 

 

 

Net increase/(decrease) in cash and cash equivalents

     9,915        (17,011

Cash and cash equivalents at beginning of period

     175,708        276,637   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 185,623      $ 259,626   
  

 

 

   

 

 

 

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 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, 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,

 
     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   
  

 

 

    

 

 

 

Total expenses with related parties

     8,746         8,473   
  

 

 

    

 

 

 

Balances due from and to related parties are as follows:

 

     March 31,
2012
    

December 31,

2011

 

Due from related parties

     

Tsakos Columbia Shipmanagement Ltd.

     634         1,641   

Tsakos Energy Management Limited

     213         —     
  

 

 

    

 

 

 

Total due from related parties

     847         1,641   
  

 

 

    

 

 

 

Due to related parties

     

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   
  

 

 

    

 

 

 

Total due to related parties

     1,015         1,063   
  

 

 

    

 

 

 

 

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 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, 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 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, 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   
  

 

 

 
     160,404   
  

 

 

 

 

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 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. 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 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 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 RSU’s 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 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.

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 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, 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 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.

 

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 Company’s 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 Company’s 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
March 31,

 
          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
March 31,

 
          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
March 31,

 
          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