UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September, 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. 333-183007) initially filed with the SEC on August 2, 2012, as amended; |
| 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), June 30, 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: September 14, 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
JUNE 30, 2012 AND DECEMBER 31, 2011
(Expressed in thousands of U.S. Dollars - except share and per share data)
June 30, 2012 |
December 31, 2011 |
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Unaudited | ||||||||
ASSETS | ||||||||
CURRENT ASSETS: |
||||||||
Cash and cash equivalents |
$ | 212,679 | $ | 175,708 | ||||
Restricted cash |
5,899 | 5,984 | ||||||
Marketable Securities (Note 3) |
2,679 | 2,534 | ||||||
Accounts receivable, net |
19,244 | 23,421 | ||||||
Insurance claims |
4,882 | 2,448 | ||||||
Due from related companies (Note 2) |
1,162 | 1,641 | ||||||
Advances and other |
7,857 | 7,508 | ||||||
Vessels held for sale |
42,162 | 41,427 | ||||||
Inventories |
15,368 | 19,835 | ||||||
Prepaid insurance and other |
3,086 | 5,372 | ||||||
Current portion of financial instruments-Fair value (Note 7) |
581 | 1,755 | ||||||
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|
|
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Total current assets |
315,599 | 287,633 | ||||||
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|
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INVESTMENTS |
1,000 | 1,000 | ||||||
FIXED ASSETS (Note 4) |
||||||||
Advances for vessels under construction |
38,591 | 37,636 | ||||||
Vessels |
2,640,669 | 2,639,878 | ||||||
Accumulated depreciation |
(492,827 | ) | (445,518 | ) | ||||
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|
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Vessels Net Book Value |
2,147,842 | 2,194,360 | ||||||
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Total fixed assets |
2,186,433 | 2,231,996 | ||||||
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DEFERRED CHARGES, net (Note 5) |
17,623 | 14,708 | ||||||
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Total assets |
$ | 2,520,655 | $ | 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) |
$ | 222,092 | $ | 196,996 | ||||
Payables |
25,287 | 23,707 | ||||||
Due to related companies (Note 2) |
2,018 | 1,063 | ||||||
Accrued liabilities |
13,284 | 14,168 | ||||||
Accrued bank interest |
6,143 | 7,081 | ||||||
Unearned revenue |
3,293 | 7,469 | ||||||
Current portion of financial instruments - Fair value (Note 7) |
21,737 | 29,228 | ||||||
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Total current liabilities |
293,854 | 279,712 | ||||||
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LONG-TERM DEBT, net of current portion (Note 6) |
1,252,074 | 1,318,667 | ||||||
FINANCIAL INSTRUMENTS - FAIR VALUE, net of current portion (Note 7) |
13,004 | 17,800 | ||||||
STOCKHOLDERS EQUITY: |
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Common stock, $1.00 par value; 100,000,000 shares authorized; 56,293,237 issued and outstanding at June 30, 2012 and 46,208,737 at December 31, 2011. |
56,293 | 46,209 | ||||||
Additional paid-in capital |
404,309 | 351,566 | ||||||
Accumulated other comprehensive loss |
(25,517 | ) | (35,030 | ) | ||||
Retained earnings |
524,448 | 554,314 | ||||||
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Total Tsakos Energy Navigation Limited stockholders equity |
959,533 | 917,059 | ||||||
Noncontrolling Interest |
2,190 | 2,099 | ||||||
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Total stockholders equity |
961,723 | 919,158 | ||||||
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Total liabilities and stockholders equity |
$ | 2,520,655 | $ | 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 JUNE 30, 2012 AND 2011
(Expressed in thousands of U.S. Dollars - except share and per share data)
Three months ended June 30, | ||||||||
2012 | 2011 | |||||||
VOYAGE REVENUES: |
$ | 99,046 | $ | 101,309 | ||||
EXPENSES: |
||||||||
Commissions |
1,503 | 3,718 | ||||||
Voyage expenses |
25,576 | 33,707 | ||||||
Vessel operating expenses |
32,110 | 33,139 | ||||||
Depreciation |
23,685 | 24,851 | ||||||
Amortization of deferred dry-docking costs |
1,211 | 1,194 | ||||||
Management fees (Note 2(a)) |
3,967 | 3,933 | ||||||
General and administrative expenses |
952 | 1,054 | ||||||
Stock compensation expense (Note 9) |
14 | 329 | ||||||
Foreign currency (gains)/losses |
(69 | ) | 240 | |||||
Loss on sale of vessel |
| 801 | ||||||
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Total expenses |
88,949 | 102,966 | ||||||
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Operating income/(loss) |
10,097 | (1,657 | ) | |||||
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|
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OTHER INCOME (EXPENSES): |
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Interest and finance costs, net (Note 7) |
(16,111 | ) | (16,945 | ) | ||||
Interest income |
395 | 598 | ||||||
Other, net |
(38 | ) | (10 | ) | ||||
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Total other expenses, net |
(15,754 | ) | (16,357 | ) | ||||
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Net loss |
(5,657 | ) | (18,014 | ) | ||||
Less: Net income attributable to the noncontrolling interest |
(42 | ) | (113 | ) | ||||
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Net loss attributable to Tsakos Energy Navigation Limited |
$ | (5,699 | ) | $ | (18,127 | ) | ||
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Loss per share, basic attributable to Tsakos Energy Navigation Limited common shareholders |
$ | (0.10 | ) | $ | (0.39 | ) | ||
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Loss per share, diluted attributable to Tsakos Energy Navigation Limited common shareholders |
$ | (0.10 | ) | $ | (0.39 | ) | ||
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Weighted average number of shares, basic |
54,341,534 | 46,082,284 | ||||||
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Weighted average number of shares, diluted |
54,341,534 | 46,082,284 | ||||||
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The accompanying notes are an integral part of these consolidated financial statements
2
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2012 AND 2011
(Expressed in thousands of U.S. Dollars - except share and per share data)
Six months ended June 30, | ||||||||
2012 | 2011 | |||||||
VOYAGE REVENUES: |
$ | 201,276 | $ | 200,505 | ||||
EXPENSES: |
||||||||
Commissions |
5,172 | 7,073 | ||||||
Voyage expenses |
57,888 | 57,240 | ||||||
Vessel operating expenses |
67,650 | 64,735 | ||||||
Depreciation |
47,369 | 49,086 | ||||||
Amortization of deferred dry-docking costs |
2,268 | 2,302 | ||||||
Management fees (Note 2(a)) |
7,959 | 7,818 | ||||||
General and administrative expenses |
1,784 | 2,193 | ||||||
Stock compensation expense |
168 | 701 | ||||||
Foreign currency (gains)/losses |
(119 | ) | 637 | |||||
Net gain on sale of vessels |
| (5,001 | ) | |||||
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|
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Total expenses |
190,139 | 186,784 | ||||||
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|
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Operating income |
11,137 | 13,721 | ||||||
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|
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OTHER INCOME (EXPENSES): |
||||||||
Interest and finance costs, net (Note 7) |
(26,409 | ) | (23,370 | ) | ||||
Interest income |
878 | 1,188 | ||||||
Other, net |
(19 | ) | (131 | ) | ||||
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|
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Total other expenses, net |
(25,550 | ) | (22,313 | ) | ||||
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Net loss |
(14,413 | ) | (8,592 | ) | ||||
Less: Net income attributable to the noncontrolling interest |
(91 | ) | (250 | ) | ||||
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|
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Net loss attributable to Tsakos Energy Navigation Limited |
$ | (14,504 | ) | $ | (8,842 | ) | ||
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Loss per share, basic attributable to Tsakos Energy Navigation Limited common shareholders |
$ | (0.29 | ) | $ | (0.19 | ) | ||
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Loss per share, diluted attributable to Tsakos Energy Navigation Limited common shareholders |
$ | (0.29 | ) | $ | (0.19 | ) | ||
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Weighted average number of shares, basic |
50,275,135 | 46,081,888 | ||||||
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Weighted average number of shares, diluted |
50,275,135 | 46,081,888 | ||||||
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The accompanying notes are an integral part of these consolidated financial statements
3
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED JUNE 30, 2012 AND 2011
(Expressed in thousands of U.S. Dollars)
Three months ended June 30, |
||||||||
2012 | 2011 | |||||||
Net loss |
$ | (5,657 | ) | $ | (18,014 | ) | ||
Other comprehensive income/(loss) |
||||||||
Unrealized gains/(losses) from hedging financial instruments |
||||||||
Unrealized gain on interest rate swaps |
4,861 | 4,544 | ||||||
Amortization of deferred loss on dedesignated financial instruments |
367 | 873 | ||||||
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|
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Total unrealized gains from hedging financial instruments |
5,228 | 5,417 | ||||||
Unrealized gain on marketable securities |
61 | 44 | ||||||
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|
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Other Comprehensive income |
5,288 | 5,417 | ||||||
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|
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Comprehensive loss |
(369 | ) | (12,597 | ) | ||||
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|
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Less: comprehensive income attributable to the noncontrolling interest |
(42 | ) | (113 | ) | ||||
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|
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Comprehensive loss attributable to Tsakos Energy Navigation Limited |
$ | (411 | ) | $ | (12,710 | ) | ||
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The accompanying notes are an integral part of these consolidated financial statements
4
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2012 AND 2011
(Expressed in thousands of U.S. Dollars)
Six months ended June 30, |
||||||||
2012 | 2011 | |||||||
Net loss |
$ | (14,413 | ) | $ | (8,592 | ) | ||
Other comprehensive income/(loss) |
||||||||
Unrealized gains/(losses) from hedging financial instruments |
||||||||
Unrealized gain on interest rate swaps |
8,634 | 8,470 | ||||||
Amortization of deferred loss on dedesignated financial instruments |
734 | 1,278 | ||||||
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|
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Total unrealized gains from hedging financial instruments |
9,368 | 9,748 | ||||||
Unrealized gain on marketable securities |
145 | 44 | ||||||
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|
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Other Comprehensive income |
9,513 | 9,792 | ||||||
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Comprehensive (loss)/income |
(4,900 | ) | 1,200 | |||||
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Less: comprehensive income attributable to the noncontrolling interest |
(91 | ) | (250 | ) | ||||
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Comprehensive (loss)/income attributable to Tsakos Energy Navigation Limited |
$ | (4,991 | ) | $ | 950 | |||
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The accompanying notes are an integral part of these consolidated financial statements
5
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 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 loss |
(8,842 | ) | (8,842 | ) | 250 | (8,592 | ) | |||||||||||||||||||||
- Expenses of 2010 common stock-offering |
(73 | ) | (73 | ) | (73 | ) | ||||||||||||||||||||||
- Issuance of 72,500 shares of restricted share units |
73 | (73 | ) | | | |||||||||||||||||||||||
- Cash dividends paid ($0.30 per share) |
(13,823 | ) | (13,823 | ) | (13,823 | ) | ||||||||||||||||||||||
-Distribution from Subsidiary to non controlling interest |
0 | (2,199 | ) | (2,199 | ) | |||||||||||||||||||||||
- Other comprehensive income |
9,792 | 9,792 | 9,792 | |||||||||||||||||||||||||
- Amortization of restricted share units |
701 | 701 | 701 | |||||||||||||||||||||||||
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BALANCE, June 30, 2011 |
$ | 46,154 | $ | 351,501 | $ | 648,815 | $ | (42,537 | ) | $ | 1,003,933 | $ | 1,803 | $ | 1,005,736 | |||||||||||||
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BALANCE, January 1, 2012 |
$ | 46,209 | $ | 351,566 | $ | 554,314 | $ | (35,030 | ) | $ | 917,059 | $ | 2,099 | $ | 919,158 | |||||||||||||
Net loss |
(14,504 | ) | (14,504 | ) | 91 | (14,413 | ) | |||||||||||||||||||||
- Issuance of 10,000 shares |
10,000 | 52,659 | 62,659 | 62,659 | ||||||||||||||||||||||||
- Issuance of 84,500 shares of restricted share units |
84 | (84 | ) | | | |||||||||||||||||||||||
- Cash dividends paid ($0.30 per share) |
(15,362 | ) | (15,362 | ) | (15,362 | ) | ||||||||||||||||||||||
- Other comprehensive income |
9,513 | 9,513 | 9,513 | |||||||||||||||||||||||||
- Amortization of restricted share units |
168 | 168 | 168 | |||||||||||||||||||||||||
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BALANCE June 30, 2012 |
$ | 56,293 | $ | 404,309 | $ | 524,448 | $ | (25,517 | ) | $ | 959,533 | $ | 2,190 | $ | 961,723 | |||||||||||||
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The accompanying notes are an integral part of these consolidated financial statements
6
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2012 AND 2011
(Expressed in thousands of U.S. Dollars)
Six months ended June 30, |
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2012 | 2011 | |||||||
Cash Flows from Operating Activities: |
||||||||
Net loss |
$ | (14,413 | ) | $ | (8,592 | ) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: |
||||||||
Depreciation |
47,369 | 49,086 | ||||||
Amortization of deferred dry-docking costs |
2,268 | 2,302 | ||||||
Amortization of loan fees |
455 | 482 | ||||||
Stock compensation expense |
168 | 701 | ||||||
Change in fair value of derivative instruments |
(1,805 | ) | (2,336 | ) | ||||
Gain on sale of vessels |
| (5,001 | ) | |||||
Payments for dry-docking |
(4,572 | ) | (3,243 | ) | ||||
(Increase) Decrease in: |
||||||||
Receivables |
1,873 | (333 | ) | |||||
Inventories |
4,467 | (4,867 | ) | |||||
Prepaid insurance and other |
2,286 | 394 | ||||||
Increase (Decrease) in: |
||||||||
Payables |
2,535 | 4,341 | ||||||
Accrued liabilities |
(1,822 | ) | 6,759 | |||||
Unearned revenue |
(4,176 | ) | (4,074 | ) | ||||
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Net Cash provided by Operating Activities |
34,633 | 35,619 | ||||||
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Cash Flows from Investing Activities: |
||||||||
Advances for vessels under construction and acquisitions |
(955 | ) | (41,713 | ) | ||||
Vessel acquisitions and/or improvements |
(1,527 | ) | (30,362 | ) | ||||
Purchase of marketable securities |
| (2,500 | ) | |||||
Proceeds from the sale of vessels |
| 42,489 | ||||||
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Net Cash used in Investing Activities |
(2,482 | ) | (32,086 | ) | ||||
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Cash Flows from Financing Activities: |
||||||||
Proceeds from long-term debt |
28,358 | 48,000 | ||||||
Financing costs |
(1,064 | ) | (486 | ) | ||||
Payments of long-term debt |
(69,856 | ) | (83,345 | ) | ||||
Decrease/(Increase) in restricted cash |
85 | (845 | ) | |||||
Proceeds from stock issuance program, net |
62,659 | | ||||||
Cash dividend |
(15,362 | ) | (13,823 | ) | ||||
Distribution from subsidiary to noncontrolling interest owners |
| (2,199 | ) | |||||
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|
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Net Cash provided by /(used in) Financing Activities |
4,820 | (52,698 | ) | |||||
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|
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Net increase/(decrease) in cash and cash equivalents |
36,971 | (49,165 | ) | |||||
Cash and cash equivalents at beginning of period |
175,708 | 276,637 | ||||||
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Cash and cash equivalents at end of period |
$ | 212,679 | $ | 227,472 | ||||
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The accompanying notes are an integral part of these consolidated financial statements
7
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) JUNE 30, 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 six months ended June 30, 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 six month period ended June 30, 2012.
2. | Transactions with Related Parties |
The following amounts were charged by related parties for services rendered:
Three months ended June 30, |
Six months ended June 30, |
|||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Tsakos Shipping and Trading S.A. (commissions) |
1,231 | 1,370 | 2,479 | 3,023 | ||||||||||||
Tsakos Energy Management Limited (management fees) |
3,892 | 3,858 | 7,809 | 7,668 | ||||||||||||
Tsakos Columbia Shipmanagement S.A. |
328 | 301 | 651 | 597 | ||||||||||||
Argosy Insurance Company Limited |
2,336 | 2,533 | 4,744 | 4,987 | ||||||||||||
AirMania Travel S.A. |
877 | 601 | 1,728 | 859 | ||||||||||||
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Total expenses with related parties |
8,664 | 8,663 | 17,411 | 17,134 | ||||||||||||
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Balances due from and due to related parties are as follows:
June 30, 2012 |
December 31, 2011 |
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Due from related parties |
||||||||
Tsakos Energy Management Limited |
99 | | ||||||
Tsakos Shipping and Trading S.A. |
81 | | ||||||
Tsakos Columbia Shipmanagement S.A. |
982 | 1,641 | ||||||
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Total due from related parties |
1,162 | 1,641 | ||||||
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Due to related parties |
||||||||
Tsakos Energy Management Limited |
| 52 | ||||||
Tsakos Shipping and Trading S.A. |
| 89 | ||||||
Argosy Insurance Company Limited |
1,812 | 607 | ||||||
AirMania Travel S.A. |
206 | 315 | ||||||
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Total due to related parties |
2,018 | 1,063 | ||||||
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8
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) JUNE 30, 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 June 30, 2012, an amount of $689 ($691 at December 31, 2011) due to Tsakos Shipping and Trading S.A. and $312 ($243 at December 31, 2011) due to Argosy Insurance Limited, included in accrued liabilities which relates to services rendered by these 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 the 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 increased to $27.0 per owned vessel except for the LNG carrier which bears a monthly fee of $32.0, of which $7.0 is paid to the Management Company and $25.0 to a third party manager. The monthly management fees for chartered-in vessels or for owned vessels chartered out on a bare-boat basis increased to $20.0. Those fees applied until December 31, 2011. From January 1, 2012, monthly fees for operating vessels are $27.5, for vessels chartered in or 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 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 of Directors, the Management Company would have the right to terminate the Management Agreement on ten days notice, and the Holding Company would be obligated as at June 30, 2012 to pay the Management Company an amount of approximately $140,747 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 June 30, 2012 scheduled for future delivery are:
Year |
Amount | |||
July to December 2012 |
8,140 | |||
2013 |
15,768 | |||
2014 |
15,875 | |||
2015 |
15,781 | |||
2016 |
15,750 | |||
2017 to 2022 |
86,625 | |||
|
|
|||
157,939 | ||||
|
|
9
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) JUNE 30, 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 $245, and $327 during the six months ended June 30, 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. |
10
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) JUNE 30, 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): 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 a 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 new-building vessel in payment for the cost of design and supervision of the new-building by Tsakos Shipping. In the first six months 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 amortised over the remaining life of the vessels. |
Commissions due to Tsakos Shipping by the Company have been netted-off against amounts due from Tsakos Shipping for advances made, and the net amount is included in Due from related parties.
(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 June 30, 2012 was $2,679, and the change in fair value during the six months ended June 30, 2012, amounting to $145 (positive) is included in Accumulated other comprehensive loss.
4. | Vessels |
Acquisitions
There were no vessel acquisitions in the first six months of 2012. In the first six months of 2011, the Company acquired the newbuilding Spyros K at a total cost of $73,956.
11
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) JUNE 30, 2012 AND 2011
(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)
4. | Vessels (continued) |
Sales
There were no vessel sales in the first six months of 2012. In the first six months of 2011, the Company sold the aframax tankers Opal Queen for $34,000, realizing a gain of $5,802, and Vergina II for $10,925, realizing a loss of $801, 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 June 30, 2012. There were no vessels held for sale at June 30, 2011.
5. | Deferred Charges |
Deferred charges consisted of dry-docking and special survey costs, net of accumulated amortization, amounted to $12,978 and $10,672, at June 30, 2012 and December 31, 2011, respectively, and loan fees, net of accumulated amortization, amounted to $4,645 and $4,036 at June 30, 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 |
June 30, 2012 |
December 31, 2011 |
||||||
(a) Credit Facilities |
1,007,072 | 1,030,798 | ||||||
(b) Term Bank Loans |
467,094 | 484,865 | ||||||
|
|
|
|
|||||
Total |
1,474,166 | 1,515,663 | ||||||
Less current portion |
(222,092 | ) | (196,996 | ) | ||||
|
|
|
|
|||||
Long-term portion |
1,252,074 | 1,318,667 | ||||||
|
|
|
|
12
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) JUNE 30, 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) |
(a) | Credit facilities |
As at June 30, 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 June 30, 2012, the interest rates on these facilities ranged from 1.24% to 5.19%.
(b) | Term bank loans |
Term loan balances outstanding at June 30, 2012 amounted to $467,094. 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 June 30, 2012, are based on LIBOR plus a spread.
On January 31, 2012, the Company agreed to the terms of an 8 year term loan for an amount of $73,600 relating to the financing of the first DP2 suezmax shuttle tanker, expected to be delivered in the first quarter of 2013.
On May 31, 2012, the Company agreed to the terms of an 8 year term 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.
At June 30, 2012, interest rates on these term bank loans ranged from 1.23% to 3.24%.
The weighted-average interest rates on the above executed loans for the applicable periods were:
Three months ended June 30, 2012 |
1.97 | % | ||
Three months ended June 30, 2011 |
1.65 | % |
Six months ended June 30, 2012 |
1.95 | % | ||
Six months ended June 30, 2011 |
1.64 | % |
The above revolving credit facilities and term bank loans are secured by first priority mortgages on all vessels, 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 June 30, 2012 and December 31, 2011, the Company was in non-compliance with minimum value-to-loan ratios contained in certain of its debt
13
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) JUNE 30, 2012 AND 2011
(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)
agreements under which a total of $844,937 at June 30, 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 June 30, 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-loan ratios of the remaining vessels covered by the loans. These prepayments, based on existing values, are expected to amount to $61,241 at June 30, 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 $37,390 at June 30, 2012 and $8,555 at December 31, 2011. Accordingly, in addition to the required scheduled payments, the amounts of $98,631 at June 30, 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) against the balloon installment due in 2016 and pays increased interest rate margins during the waiver period and remaining term of the loan.
The annual principal payments required to be made after June 30, 2012, including balloon payments totaling $715,484 due through April 2022, are as follows:
Period/Year |
Amount | |||
July to December 2012 |
61,731 | |||
2013 |
234,828 | |||
2014 |
109,174 | |||
2015 |
204,198 | |||
2016 |
211,432 | |||
2017 and thereafter |
652,803 | |||
|
|
|||
1,474,166 | ||||
|
|
14
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) JUNE 30, 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 |
Three months ended June 30, |
Six months ended June 30, |
|||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Interest expense |
13,389 | 14,786 | 25,176 | 25,458 | ||||||||||||
Less: Interest capitalized |
(301 | ) | (927 | ) | (604 | ) | (1,825 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Interest expense, net |
13,088 | 13,859 | 24,572 | 23,633 | ||||||||||||
Interest swap cash settlements non-hedging |
1,262 | 981 | 4,226 | 4,372 | ||||||||||||
Bunkers swap cash settlements |
(589 | ) | (1,665 | ) | (1,405 | ) | (2,914 | ) | ||||||||
Amortization of loan fees |
223 | 246 | 455 | 482 | ||||||||||||
Bank charges |
82 | 106 | 111 | 132 | ||||||||||||
Amortization of deferred loss on de-designated financial instruments |
367 | 873 | 734 | 1,278 | ||||||||||||
Change in fair value of non-hedging financial instruments |
1,678 | 2,545 | (2,284 | ) | (3,613 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net total |
16,111 | 16,945 | 26,409 | 23,370 | ||||||||||||
|
|
|
|
|
|
|
|
At June 30, 2012, the Company was committed to thirteen floating-to-fixed interest rate swaps with major financial institutions covering notional amounts aggregating to $729,813 on which it pays fixed rates averaging 4.67% and receives floating rates based on the six-month London interbank offered rate (LIBOR) (Note 12).
At June 30, 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 $522,706. The fair value of such financial instruments as of June 30, 2012 and December 31, 2011 in aggregate amounted to $20,008 (negative) and $28,835 (negative), respectively. The estimated net amount of cash flow hedge losses at June 30, 2012 that is estimated to be reclassified into earnings within the next twelve months is $15,295.
At June 30, 2012 and 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 first half of 2012 and 2011 have been included in change in fair value of non-hedging financial instruments in the table above, and amounted to $3,458 (positive) and $2,477 (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 ($2,471 at June 30, 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 both quarters ended June 30, 2012 and 2011 was $367 per quarter and for the next year up to June 30, 2013, amortization is expected to be $1,471.
At June 30, 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 June 30, 2012 and December 31, 2011 was $581 (positive) and $1,755 (positive), respectively.
15
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) JUNE 30, 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 half of 2012 and 2011 amounting to $1,174 (negative) and $1,139 (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 |
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 $62,659.
During the six-month period ended June 30, 2012, the Company declared dividends of $15,362 in aggregate of which $6,931 were paid on February 14, 2012 and $8,431 were paid on May 21, 2012.
9. | Accumulated other comprehensive loss |
In the first half of 2012, Accumulated other comprehensive loss decreased with unrealized gains of $9,513 of which $8,634 (gain) resulted from changes in fair value of financial instruments, and $734 related to losses which were amortized to income on the de-designation of one interest rate swap. Also in the above gains are included $145 which resulted from changes in the fair value of marketable securities. In the first half of 2011, Accumulated other comprehensive loss increased with unrealized losses of $9,792 of which $8,470 (gain) resulted from changes in the fair value of financial instruments, $506 of losses were reclassified to income on sale of vessels and $772 related to losses which were amortized to income on the de-designation of one interest rate swap. Also in the above gains are included $44 which resulted from changes in the fair value of marketable securities.
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.
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Net (loss)/income available to common stockholders |
$ | (5,699 | ) | $ | (18,127 | ) | $ | (14,504 | ) | $ | (8,842 | ) | ||||
|
|
|
|
|
|
|
|
|||||||||
Weighted average common shares outstanding |
54,341,534 | 46,082,284 | 50,275,135 | 46,081,888 | ||||||||||||
Dilutive effect of RSUs |
| | | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Weighted average common shares diluted |
54,341,534 | 46,082,284 | 50,275,135 | 46,081,888 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic (loss)/earnings per common share |
$ | (0.10 | ) | $ | (0.39 | ) | $ | (0.29 | ) | $ | (0.19 | ) | ||||
|
|
|
|
|
|
|
|
|||||||||
Diluted (loss)/earnings per common share |
$ | (0.10 | ) | $ | (0.39 | ) | $ | (0.29 | ) | $ | (0.19 | ) | ||||
|
|
|
|
|
|
|
|
16
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) JUNE 30, 2012 AND 2011
(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)
10. | Earnings per Common Share (continued) |
For the three and six months ended June 30, 2012 and 2011 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.
11. | Commitments and Contingencies |
As at June 30, 2012, the Company had under construction two DP2 suezmax shuttle tankers and one LNG carrier. The total contracted amount remaining to be paid for the three vessels under construction, plus the extra costs agreed as at June 30, 2012 was $358,312. Scheduled remaining payments as of June 30, 2012 were $76,160 from July to December 2012, $114,472 in 2013, $52,400 in 2014 and $115,280 in 2015.
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 June 30, 2012, before reduction for brokerage commissions, expected to be recognized on non-cancelable time charters are as follows:
Year |
Amount | |||
July to December 2012 |
97,424 | |||
2013 |
151,826 | |||
2014 |
88,007 | |||
2015 |
55,301 | |||
2016 to 2023 |
131,832 | |||
|
|
|||
Net minimum charter payments |
524,390 | |||
|
|
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 two vessels not delivered as at June 30, 2012 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, and its marketable securities primarily with high credit qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions that are considered in the Companys investment strategy. The Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of its customers financial |
17
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) JUNE 30, 2012 AND 2011
(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)
12. | Financial Instruments (continued) |
(b) | Concentration of credit risk (continued): condition and generally does not require collateral for its accounts receivable and does not have any agreements to mitigate credit risk. The Company limits the exposure of non-performance by counterparties to derivative instruments by diversifying among counterparties with high credit ratings, and performing periodic evaluations of the relative credit standing of the counterparties. |
(c) | Fair value: The carrying amounts reflected in the accompanying Consolidated Balance Sheet of financial assets and accounts payable approximate their respective fair values due to the short maturity of these instruments. The fair value of long-term bank loans with variable interest rates approximate the recorded values, generally due to their variable interest rates. The present value of the future cash flows of the portion of one long-term bank loan with a fixed interest rate is estimated to be approximately $66,703 as compared to its carrying amount of $69,076 (Note 6). The fair value of the long term investment equates to the amount that would be received by the Company in the event of sale of that investment. The fair values of the one long-term bank loan with a fixed interest rate, the interest rate swap agreements, and 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 June 30, 2012 and December 31, 2011, are as follows:
Carrying Amount June 30, 2012 |
Fair Value June 30, 2012 |
Carrying Amount December 31, 2011 |
Fair Value December 31, 2011 |
|||||||||||||
Financial assets/(liabilities) |
||||||||||||||||
Cash and cash equivalents |
212,679 | 212,679 | 175,708 | 175,708 | ||||||||||||
Restricted cash |
5,899 | 5,899 | 5,984 | 5,984 | ||||||||||||
Marketable securities |
2,679 | 2,679 | 2,534 | 2,534 | ||||||||||||
Investments |
1,000 | 1,000 | 1,000 | 1,000 | ||||||||||||
Debt |
(1,474,166 | ) | (1,471,793 | ) | (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.
18
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) JUNE 30, 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 tables also present information with respect to gains and losses on derivative positions reflected in the statement of operations or in the balance sheet, as a component of Accumulated other comprehensive loss. |
Fair Value of Derivative Instruments
Asset Derivatives | Liability Derivatives | |||||||||||||||||
June 30, 2012 |
December 31, 2011 |
June 30, 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 | | | 13,826 | 20,421 | |||||||||||||
FINANCIAL INSTRUMENTS - FAIR VALUE, net of current portion | | | 6,182 | 8,414 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Subtotal |
| | 20,008 | 28,835 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Derivatives not designated as hedging instruments |
| |||||||||||||||||
Interest rate swaps | Current portion of financial instruments - Fair value | | | 7,911 | 8,807 | |||||||||||||
FINANCIAL INSTRUMENTS - FAIR VALUE, net of current portion | | | 6,822 | 9,386 | ||||||||||||||
Bunker swaps | Current portion of financial instruments-Fair value | 581 | 1,755 | | | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Subtotal |
581 | 1,755 | 14,733 | 18,193 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total derivatives |
581 | 1,755 | 34,741 | 47,028 | ||||||||||||||
|
|
|
|
|
|
|
|
19
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) JUNE 30, 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 and six month periods ended June 30, 2012, and 2011
Derivatives in Cash Flow Hedging Relationships
Gain (Loss) Recognized in Accumulated OCI on Derivative (Effective Portion) |
||||||||||||||||
Derivative |
Amount Three months ended June 30, |
Amount Six months ended June 30, |
||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Interest rate swaps |
(1,015 | ) | (3,879 | ) | (1,828 | ) | (6,326 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
(1,015 | ) | (3,879 | ) | (1,828 | ) | (6,326 | ) | ||||||||
|
|
|
|
|
|
|
|
Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) |
||||||||||||||||||
Derivative |
Location |
Amount Three months ended June 30, |
Amount Six months ended June 30, |
|||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||||
Interest rate swaps |
Depreciation expense | (31 | ) | (29 | ) | (60 | ) | (58 | ) | |||||||||
Interest rate swaps |
Interest and finance costs, net | (6,212 | ) | (8,883 | ) | (11,136 | ) | (13,227 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total |
(6,243 | ) | (8,912 | ) | (11,196 | ) | (13,285 | ) | ||||||||||
|
|
|
|
|
|
|
|
Derivatives Not Designated as Hedging Instruments
Gain (Loss) Recognized on Derivative |
||||||||||||||||||
Derivative |
Location |
Amount Three months ended June 30, |
Amount Six months ended June 30, |
|||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||||
Interest rate swaps |
Interest and finance costs, net | (1,085 | ) | (2,039 | ) | (768 | ) | (1,897 | ) | |||||||||
Bunker swaps |
Interest and finance costs, net | (1,267 | ) | 177 | 231 | 4,052 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total |
(2,352 | ) | (1,862 | ) | (537 | ) | 2,155 | |||||||||||
|
|
|
|
|
|
|
|
20
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) JUNE 30, 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 table summarizes the fair values for assets and liabilities measured on a recurring basis as of June 30, 2012:
Recurring measurements |
June 30, 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 |
(34,741 | ) | | (34,741 | ) | | ||||||||||
Marketable Securities |
2,679 | | 2,679 | | ||||||||||||
Bunker swaps |
581 | | 581 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
(31,481 | ) | | (31,481 | ) | | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
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 period ended June 30, 2012 and year ended December 31, 2011:
Nonrecurring basis |
June 30, 2012 | Unobservable Inputs (Level 3) |
||||||
Vessels held for sale (Note 4) |
$ | 44,409 | $ | 44,409 | ||||
|
|
|
|
|||||
$ | 44,409 | $ | 44,409 | |||||
|
|
|
|
|||||
Nonrecurring basis |
December 31, 2011 |
Unobservable Inputs (Level 3) |
||||||
Vessels held for sale (Note 4) |
$ | 43,674 | $ | 43,674 | ||||
|
|
|
|
|||||
$ | 43,674 | $ | 43,674 | |||||
|
|
|
|
21
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) JUNE 30, 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 July 2, 2012 the Company drew down $13,800 on an 8 year loan agreed in January, 2012, relating to the financing of the first DP2 suezmax shuttle tanker, expected to be delivered in the first quarter of 2013. |
(b) | On August 3, 2012, the Company declared a quarterly dividend of $0.15 per share payable on September 14, 2012 to shareholders of record as of September 7, 2012. |
(c) | On August 16, 2012, the Company drew down $13,800 on an 8 year loan, agreed in May 2012 relating to the financing of the second DP2 suezmax shuttle tanker, expected to be delivered in the second quarter of 2013. |
22
Exhibit 99.2
TSAKOS ENERGY NAVIGATION LIMITED
THREE AND SIX MONTHS ENDED JUNE 30, 2012
Results of operations management discussion & analysis
(Percentage calculations are based on the actual amounts shown in the accompanying financial statements)
Voyage revenues
Voyage revenue earned for the three months ended June 30, 2012 and 2011:
2012 | 2011 | |||||||||||||||
$ million |
% of total |
$ million |
% of total |
|||||||||||||
Time charter-fixed rate |
25.0 | 25 | % | 14.7 | 15 | % | ||||||||||
Time charter-variable rate (profit-share) |
25.6 | 26 | % | 30.2 | 30 | % | ||||||||||
Time charter-bareboat |
2.3 | 2 | % | 2.3 | 2 | % | ||||||||||
Voyage charter-spot market |
39.1 | 40 | % | 41.4 | 41 | % | ||||||||||
Voyage charter-contract of affreightment |
| 0 | % | 5.3 | 5 | % | ||||||||||
Pool arrangement |
7.0 | 7 | % | 7.4 | 7 | % | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total voyage revenue |
99.0 | 100 | % | 101.3 | 100 | % | ||||||||||
|
|
|
|
|
|
|
|
Voyage revenue earned for the six months ended June 30, 2012 and 2011:
2012 | 2011 | |||||||||||||||
$ million |
% of total |
$ million |
% of total |
|||||||||||||
Time charter-fixed rate |
44.3 | 22 | % | 29.7 | 15 | % | ||||||||||
Time charter-variable rate (profit-share) |
49.8 | 25 | % | 68.4 | 34 | % | ||||||||||
Time charter-bareboat |
4.6 | 2 | % | 4.6 | 2 | % | ||||||||||
Voyage charter-spot market |
89.6 | 45 | % | 71.3 | 36 | % | ||||||||||
Voyage charter-contract of affreightment |
| 0 | % | 11.9 | 6 | % | ||||||||||
Pool arrangement |
13.0 | 6 | % | 14.6 | 7 | % | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total voyage revenue |
201.3 | 100 | % | 200.5 | 100 | % | ||||||||||
|
|
|
|
|
|
|
|
Voyage revenue earned during the three months ended June 30, 2012 was $99.0 million, or 2.2% less than the $101.3 million in the three months ended June 30, 2011. The decrease was mostly due to the continuing soft market as a result of vessel over capacity.
During the second quarter of 2012, the Company operated on average 48.0 vessels compared to 47.5 vessels in the second quarter of 2011. Total utilization (total days that the vessels were actually employed as a percentage of total days in the period that we owned or controlled the vessels) achieved by the fleet in the second quarter of 2012 was 96.1% (or 98.2% excluding La Prudencia, which is classified as held for sale), compared to 96.6% in the second quarter of 2011. The days lost in the second quarter of 2012 primarily relate to the dry-docking of Aegeas, Izumo Princess and Byzantion, and off-hire on La Prudencia. In
1
Exhibit 99.2
the second quarter of 2011, lost days included dry-dockings of Alaska and Promitheas, and off hire days on Vergina II, Sapporo Princess, Asahi Princess, Maria Princess, La Prudencia, La Madrina, and Nippon Princess. Operating days on pure time-charter without profit share increased by 411 days or 50.7% between the two second quarters, and the amount of revenue earned on such charters increased accordingly by 70.1%. There was a 13.1% decrease in the number of days utilized in profit-share arrangements which totaled 1,456 compared to 1,676 in the second quarter of 2011, while revenue earned in profit sharing arrangements decreased by 15.2%, in line with the decrease in days, rates earned being at the same levels as in prior years second quarter. The number of days in the second quarter of 2012 that vessels were employed on spot, contract of affreightment and pool voyages decreased to 1,521 from 1,684 in the second quarter of 2011, with a commensurate decrease in total revenue earned for these three categories.
The market was weak for both the second quarter of 2012 and 2011 and rates for most sectors were not significantly different from those of the second quarter of 2011 except for the LNG carrier Neo Energy, which earned nearly four times as much as the rate it was earning in the second quarter of 2011. The VLCC La Madrina, which (like the La Prudencia) is also held for sale, was active during the second quarter of 2012 and earned a break-even rate, which allowed it to generate a positive EBITDA.
During the six months ended June 30, 2012, voyage revenue increased marginally by $0.8 million, or 0.4%, compared to revenue achieved in the six months ended June 30, 2011. Hire rates were at roughly the same levels for both the six month periods. For the six months of 2012, on average 48.0 vessels were operated compared to 47.7 in the first six months of 2011. Since the end of the second quarter of 2011 to June 30, 2012, the Company has taken delivery of the suezmax Dimitris P. For the six month periods the utilization achieved was 95.4% (97.4% excluding La Prudencia which was held for sale) in 2012 and 97.7% in 2011. Apart from the lost days of the second quarter, the six month period of 2012 also includes more lost days on the dry-dockings of Sakura Princess, Arctic, Antarctic and Neo Energy in the first quarter of 2012.
The average daily revenue per vessel for the second quarter of 2012, after deducting voyage expenses (time charter equivalent or TCE, see definition below) was $17,714 per day compared to $16,426 per day for the previous years second quarter. Average daily TCE rate earned for the three and six month periods ended June 30, 2012 and 2011 were:
Three months ended June 30, |
Six months ended June 30, |
|||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
$ | $ | $ | $ | |||||||||||||
LNG carrier |
80,500 | 22,991 | 62,946 | 22,996 | ||||||||||||
VLCC |
31,407 | 19,739 | 27,553 | 22,820 | ||||||||||||
Suezmax |
21,981 | 23,221 | 21,921 | 24,147 | ||||||||||||
Aframax |
13,335 | 13,263 | 15,750 | 15,739 | ||||||||||||
Panamax |
15,578 | 15,609 | 15,328 | 16,064 | ||||||||||||
Handymax |
12,866 | 13,161 | 12,587 | 12,213 | ||||||||||||
Handysize |
13,079 | 14,955 | 13,162 | 14,708 |
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.
2
Exhibit 99.2
Time charter equivalent revenue and TCE rate are not measures of financial performance under U.S. GAAP and may not be comparable to similarly titled measures of other companies. However, TCE is a standard shipping industry performance measure used primarily to compare period-to-period changes in shipping performance despite changes in the mix of charter types (i.e. spot voyage charters, time charters and bareboat charters) under which the vessels may be employed between the periods. The following table reflects the calculation of our TCE rate for the period presented (amount in thousands of U.S. dollars, except for TCE rate, which is expressed in U.S. dollars and available days):
Three months ended June 30, |
Six months
ended June 30, |
|||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Voyage revenues |
$ | 99,046 | $ | 101,309 | $ | 201,276 | $ | 200,505 | ||||||||
Less: Voyage Expenses |
(25,576 | ) | (33,707 | ) | (57,888 | ) | (57,240 | ) | ||||||||
Add: Representative operating expenses for bareboat charter ($10,000 daily) |
910 | 910 | 1,820 | 1,810 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Time charter equivalent revenues |
$ | 74,380 | $ | 68,512 | $ | 145,208 | $ | 145,075 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Divided by: net earnings (operating) days |
4,199 | 4,171 | 8,334 | 8,433 | ||||||||||||
Average TCE per vessel per day |
$ | 17,714 | $ | 16,426 | $ | 17,424 | $ | 17,203 |
Commissions
Commissions amounted to $1.5 million, or 1.5% of voyage revenue from vessels, during the quarter ended June 30, 2012, compared to $3.7 million, or 3.7% of voyage revenue, for the quarter ended June 30, 2011. For the six month period ended June 30, 2012, commissions amounted to $5.2 million or 2.6% of voyage revenue compared to $7.1 million or 3.5% of voyage revenue in the corresponding period of 2011. The overall decrease in both periods was primarily due to reduced commissions charged for several charters and to a positive correction of amounts due to a charterer, accumulated over several years.
Voyage expenses
Voyage expenses include costs that are directly related to a voyage, such as port charges, agency fees, canal dues and bunker (fuel) costs. They are borne by the Company unless the vessel is on time-charter or operating in a pool, in which case they are borne by the charterer or by the pool operators.
Voyage expenses for the three months ended June 30, 2012 and 2011:
Voyage expenses | Average daily voyage expenses per relevant vessel |
|||||||||||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
$ million |
$ million |
increase/ (decrease) |
$ | $ | increase/ (decrease) |
|||||||||||||||||||
Bunker expenses |
18.5 | 25.5 | (27.5 | )% | 18,340 | 22,414 | (18.2 | )% | ||||||||||||||||
Port and other expenses |
7.1 | 8.2 | (13.8 | )% | 7,008 | 7,205 | (2.7 | )% | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
25.6 | 33.7 | (24.1 | )% | 25,348 | 29,619 | (14.4 | )% | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
3
Exhibit 99.2
Voyage expenses for the six months ended June 30, 2012 and 2011:
Voyage expenses | Average daily voyage expenses per relevant vessel |
|||||||||||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
$ million |
$ million |
increase/ (decrease) |
$ | $ | increase/ (decrease) |
|||||||||||||||||||
Bunker expenses |
41.1 | 41.0 | 0.1 | % | 19,420 | 18,505 | 4.9 | % | ||||||||||||||||
Port and other expenses |
16.8 | 16.2 | 3.8 | % | 7,925 | 7,279 | 8.9 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
57.9 | 57.2 | 1.2 | % | 27,345 | 25,784 | 6.1 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
The amount of voyage expenses is highly dependent on the voyage patterns followed and part of the change between quarters may usually be explained by changes in the total operating days the fleet operated on spot charter and contract of affreightment. Voyage expenses were $25.6 million during the quarter ended June 30, 2012, compared to $33.7 million during the prior years second quarter, a 24.1% decrease. The number of days that the vessels were employed on spot and contract of affreightment in the second quarter of 2012 was 1,009 compared to 1,138 in the prior years second quarter, an 11.3% decrease. In the first six months of 2012, there was a 4.6% decrease, from 2,220 days in the first six months of 2011 to 2,117 days in the first six months of 2012. The decrease in bunkering expenses between the second quarter of 2012 and 2011 is partly due to the decreased number of days the fleet operated in types of employment bearing voyage expenses and partly due to the high volume of bunkers consumed in the second quarter of 2011, as a result of the long repositioning voyages performed by the two VLCCs La Prudencia and La Madrina, whereas in the second quarter of 2012 La Prudencia was under inspections by potential buyers and La Madrina was almost fully trading in the spot market. For the six month periods, the volume of the bunkers consumed was significantly lower in the first half of 2012 than in the first half of 2011, for the same reasons discussed above, offset by the increase of bunker prices paid by 10% between the corresponding six month periods. Port and other expenses decreased by 13.8% between the three month periods due to the decreased number of days the vessels operated in spot and contract of affreightment, and increased by 3.8% between the six month periods, as a result of the higher prices in the various ports, as the relevant days only decreased by 4.6% in the corresponding six months periods.
Vessel operating expenses
Operating expenses for the three months ending June 30, 2012 and 2011:
Operating expenses | Average daily operating expenses per vessel |
|||||||||||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
$ million |
$ million |
increase/ (decrease) |
$ | $ | increase/ (decrease) |
|||||||||||||||||||
Crew expenses |
17.9 | 18.9 | (4.9 | )% | 4,196 | 4,462 | (6.0 | )% | ||||||||||||||||
Insurances |
4.1 | 4.2 | (2.6 | )% | 951 | 989 | (3.9 | )% | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Repairs and maintenance, and spares |
4.6 | 4.3 | 6.3 | % | 1,069 | 1,014 | 5.5 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Stores |
1.5 | 1.5 | (0.5 | )% | 353 | 359 | (1.7 | )% | ||||||||||||||||
Lubricants |
1.5 | 1.6 | (5.6 | )% | 349 | 374 | (6.8 | )% | ||||||||||||||||
Other (quality and safety, taxes, registration fees, communications) |
2.5 | 2.6 | (5.5 | )% | 587 | 628 | (6.5 | )% | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
32.1 | 33.1 | (3.1 | )% | 7,505 | 7,826 | (4.1 | )% | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Earnings capacity days excluding vessel on bare-boat charter |
|
4,277 | 4,229 |
4
Exhibit 99.2
Operating expenses for the six months ending June 30, 2012 and 2011:
Operating expenses | Average daily operating expenses per vessel |
|||||||||||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
$ million |
$ million |
increase/ (decrease) |
$ | $ | increase/ (decrease) |
|||||||||||||||||||
Crew expenses |
37.0 | 38.1 | (2.9 | )% | 4,327 | 4,513 | (4.1 | )% | ||||||||||||||||
Insurances |
7.7 | 7.9 | (2.2 | )% | 904 | 935 | (3.3 | )% | ||||||||||||||||
Repairs and maintenance, and spares |
10.0 | 6.9 | 45.9 | % | 1,173 | 813 | 44.3 | % | ||||||||||||||||
Stores |
3.5 | 3.4 | 2.1 | % | 412 | 408 | 0.9 | % | ||||||||||||||||
Lubricants |
3.2 | 2.9 | 8.1 | % | 370 | 346 | 6.9 | % | ||||||||||||||||
Other (quality and safety, taxes, registration fees, communications) |
6.1 | 5.4 | 13.0 | % | 721 | 639 | 12.8 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total operating expenses |
67.7 | 64.7 | 4.5 | % | 7,906 | 7,654 | 3.3 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Earnings capacity days excluding vessel on bare-boat charter |
|
8,554 | 8,450 |
Vessel operating expenses include crew expenses, insurances, repairs and maintenance, spares, stores, lubricants, and other expenses such as quality and safety, tonnage tax, registration fees and communications costs. They are borne by the Company for all vessels of the fleet except for the one vessel on bare-boat charter (Millennium).
Earnings capacity days for the three month period ended June 30, 2012, excluding Millennium, increased only by 48 days or 1.1% and for the six month period ended June 30, 2012, increased by 104 days or 1.2%. As a percentage of voyage revenues, operating expenses were 32.4% in the second quarter of 2012 and 32.7% in the second quarter of 2011. In the six month periods operating expenses as a percentage of voyage revenues where 33.6% in the first six months of 2012 and 32.3% in the first six months of 2011.
Repairs, spares and maintenance expenses were slightly higher in the second quarter of 2012 compared to the second quarter of 2011. In both quarters there were three vessels undergoing dry-docking, Izumo Princess, Aegeas and Byzantion in the second quarter of 2012 and Archangel, Alaska and Promitheas in the second quarter of 2011, all in European yards, incurring non-deferrable repair costs. In the first half of 2012, repairs and maintenance expenses were significantly higher as in the first quarter of 2012 a further four vessels underwent dry-docking, including the first dry-docking on the LNG carrier, Neo Energy, whereas in the first three months of 2011 there was no further dry-docking activity.
5
Exhibit 99.2
There was a 10.9% strengthening of the U.S. dollar in the second quarter of 2012 compared to the second quarter of 2011, and a 7.6% strengthening of the U.S. dollar between the equivalent six month periods. This appreciation mainly impacted crew costs, as over 50% of crew expenses, relating mainly to Greek officers, are paid in Euro. The appreciation of U.S. dollar also impacted repairs, spares, stores and maintenance expenses as approximately a third of those expenses was paid in Euro. Other operating expenses were higher in the first six months of 2012 compared to the equivalent period of 2011, as a result of increased security and protection expenses against piracy, mostly in the first part of 2012.
Vessel operating expenses per vessel per day have fallen from an average of $8,677 for the year 2009 to $7,906 for the six months ended June 30, 2012. A large part of the decline is attributable to TCM using its purchasing power to obtain better prices in the categories of repairs and maintenance, spares, stores, and lubricants.
Depreciation
Depreciation was $23.7 million during the quarter ended June 30, 2012 compared to $24.9 million during the quarter ended June 30, 2011, a decrease of 4.7%. For the first six months of 2012, depreciation was $47.4 million compared to $49.1 million in the first six months of 2011, a 3.5% decrease. The decrease in the depreciation expense 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 six months of 2012, largely offset by the addition of two new high-value vessels Spyros K and Dimitris P in the end of the second quarter of 2011 and in the third quarter of 2011, respectively.
Amortization of deferred charges
During both the second quarters of 2012 and 2011, amortization of deferred dry-docking charges was $1.2 million and for both the six month periods ended June 30, 2012 and 2011 amortization of deferred charges was $2.3 million. For the most part the total quarterly and six month charge for the respective periods relates almost to the same charges for the same vessels.
Impairment
We review vessels for impairment whenever events or changes in circumstances indicate that the carrying amount of a vessel may not be recoverable, such as during severe disruptions in global economic and market conditions. Our impairment review and tests, described in our Annual Report on Form 20-F filed with the SEC on April 17, 2012, did not indicate that an impairment charge was required for any particular vessel at June 30, 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 charter-free 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 June 30, 2012. Tests were performed in the first and second 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. At June 30, 2012, the charter-free market value of the fleet, as determined based on management estimates and assumptions and by making use of available market data and taking into consideration third party valuations was $1.7 billion, compared to a total carrying value of $2.2 billion. While the future cash flow expected to be generated by all the vessels of the fleet, apart from La Prudencia and La Madrina, was comfortably in excess of their carrying value, there were 40 further vessels in our fleet that had an aggregate carrying value of $547.4 million in excess of their combined charter-free market value as determined at June 30, 2012, based on managements estimates and
6
Exhibit 99.2
assumptions and by making use of available market data taking into consideration third party valuations. These vessels were:
| VLCC: Millenium |
| Suezmax: Antarctic, Arctic, Triathlon, Spyros K, Dimitris P |
| Aframax: Proteas, Promitheas, Propontis, Izumo Princess, Sakura Princess, Maria Princess, Nippon Princess, Asahi Princess, Ise Princess, Sapporo Princess, Uraga Princess |
| Panamax: Selecao, Socrates, Andes, Maya, Inca, World Harmony, Chantal, Salamina, Selini |
| Handymax: Aris, Ajax, Afrodite, Artemis, Ariadne, Apollon |
| Handysize: Bosporos, Byzantion, Aegeas, Andromeda, Amphitrite, Arion, Didimon, Delphi |
Management fees
Management fees totaled $4.0 million during the quarter ended June 30, 2012, compared to $3.9 million for the quarter ended June 30, 2011, a 0.9% increase. For the six months ended June 30, 2012, management fees were $8.0 million compared to $7.8 million in the first half of 2011, an 1.8% increase. Apart from the growth in fleet size, the main reason was the fee increase on January 1, 2012.
The Company pays to Tsakos Energy Management Ltd. fixed fees per vessel under a management agreement between the companies. The fee pays for services that cover both the management of the individual vessels and of the enterprise as a whole. Until December 31, 2011, vessel monthly fees were $27,000 for owned operating vessels, and $32,000 in the case of the LNG carrier and $20,000 for chartered-in vessels or for owned vessels chartered out on a bare-boat basis. From January 1, 2012 monthly fees for operating vessels are $27,500, for vessels chartered in or chartered out on a bare-boat basis are $20,400 and from April 1, 2012 for the LNG carrier $35,000, of which $10,000 is paid to the Management Company and $25,000 to a third party manager.
General and administrative expenses
General and administrative expenses consist primarily of professional fees, office supplies, investor relations, advertising costs, directors liability insurance, directors fees and travel-related expenses. General and administrative expenses were $1.0 million during the quarter ended June 30, 2012 compared to $1.1 million during the previous years second quarter, a decrease of 9.7% which was mainly due to cost savings in most categories and due to the fact that in the second quarter of 2011 there were high new project costs and high IT expenses relating to new SEC XBRL requirements and associated upgrading of the Companys reporting system. For the six months ended June 30, 2012, general and administrative expenses were $1.8 million compared to $2.2 million during the previous years first six months, a decrease of 18.7% mainly due to the same reasons as discussed for the three month periods.
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 $1,129 for the second quarter of 2012, compared to $1,231 in the second quarter of 2011. The decrease is due to decreased general and administrative expenses, largely offset by the increased management fees. For the respective sixth month periods, the daily overhead per vessel was $1,135 and $1,241.
7
Exhibit 99.2
Stock compensation expense
The stock compensation expense represents the amortization of restricted share units (RSUs). The charge amounted to $0.01 million for the second quarter of 2012 compared to $0.3 million in the second quarter of 2011. For the first half of 2012 and 2011 respectively, the charge was $0.2 million and $0.7 million. In the second quarter of 2012, the last 84,500 outstanding RSUs vested and there are no more outstanding RSUs. The amortization charge for RSUs awarded to directors and officers is based on their fair value which is based on the Companys share price on grant date of the RSUs. For non-employees, the amortization rate is based on the share price at the vesting date and therefore the valuation is adjusted quarterly in line with movements in the share price until the vesting date.
Gain/(loss) on sale of vessels
There were no sale of vessels in the first six months of 2012. During the first six months of 2011, the Company sold the aframax tanker Vergina II for $10.9 million, realizing a capital loss of $0.8 million due to expenses on its sale, and the aframax tanker Opal Queen for $34.0 million, realizing a gain of $5.8 million.
Operating income/(loss)
Income from vessel operations was $10.1 million during the second quarter of 2012, compared to a loss of $1.7 million (including loss on the sale of a vessel amounting to $0.8 million) during the second quarter of 2011. During the first half of 2012, income from vessel operations was $11.1 million, compared to $13.7 million (including gains on the sale of vessels amounting to $5.0 million) during the first half of 2011, representing a 18.8% decrease.
Interest and finance costs
Three months ended June 30, |
Six months ended June 30, |
|||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Interest expense |
13.4 | 14.8 | 25.2 | 25.4 | ||||||||||||
Less: Interest capitalized |
(0.3 | ) | (0.9 | ) | (0.6 | ) | (1.8 | ) | ||||||||
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Interest expense, net |
13.1 | 13.9 | 24.6 | 23.6 | ||||||||||||
Interest swap cash settlements non-hedging |
1.2 | 1.0 | 4.2 | 4.4 | ||||||||||||
Bunkers swap cash settlements |
(0.6 | ) | (1.7 | ) | (1.4 | ) | (2.9 | ) | ||||||||
Bank charges |
0.1 | 0.1 | 0.1 | 0.1 | ||||||||||||
Amortization of loan fees |
0.2 | 0.2 | 0.5 | 0.5 | ||||||||||||
Amortization of deferred loss on de-designated interest rate swap |
0.4 | 0.9 | 0.7 | 1.3 | ||||||||||||
Change in fair value of non-hedging interest rate swaps |
(0.2 | ) | 1.0 | (3.5 | ) | (2.5 | ) | |||||||||
Change in fair value of non-hedging bunker swaps |
1.9 | 1.5 | 1.2 | (1.1 | ) | |||||||||||
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Net total |
16.1 | 16.9 | 26.4 | 23.4 | ||||||||||||
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8
Exhibit 99.2
Interest and finance costs were $16.1 million for the second quarter of 2012, compared to $16.9 million for the quarter ended June 30, 2011, a 4.9% decrease. Loan interest (excluding the impact of interest rate swaps) in the second quarter 2012 increased by 16.6% to $7.4 million from $6.4 million in the second quarter of 2011. The average balance of outstanding debt was approximately $1,491 million for the second quarter of 2012 compared to $1,529 million for the previous years second quarter and the average loan interest rate increased to 2.0% from 1.7% during the second quarter of 2011. However, the average all-in loan finance cost in the second quarter of 2012, taking account of net swap interest paid on hedging and non-hedging interest rate swaps, was 3.9% compared to 4.1% in the previous years second quarter. Interest paid on hedging and non-hedging interest rate swaps amounted to $7.2 million in the second quarter 2012 compared to $9.4 million in the second quarter of 2011, mainly due to a drop in notional swap amounts.
For the six months ended June 30, 2012, interest and finance costs were $26.4 million compared to $23.4 million for the six months ended June 30, 2011, a 13.0% increase. Loan interest increased to $14.5 million in the six months ended June 30, 2012 from $12.7 million in the six months ended June 30, 2011 due to a 19.3% increase in interest rates, offset by a 4.2% decrease in average loans outstanding. However, interest paid on hedging and non-hedging swaps decreased to $14.9 million in the six months ended June 30, 2012 from $17.1 million in the prior year first six months.
There was a non-cash positive net movement of $0.2 million in the fair value (mark-to-market) of the non-hedging interest rate swaps in the second quarter of 2012, compared to a negative movement of $1.1 million in the second quarter of 2011. In the six months ended June 30, 2012, there was a positive movement of $3.5 million compared to a positive movement of $2.5 million for the first six months 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 in the second quarter of 2012 and $0.9 million in the second quarter of 2011, as one vessel previously hedged by the swap was sold and as a result, a part of the accumulated negative valuation relating to this swap amounting to $0.5 million was transferred from other comprehensive loss to income statement. In the first half of 2012 amortization of deferred loss on the de-designated swap amounted to $0.7 million compared to $1.3 million in the first six months of 2011.
Also in the second quarter of 2012, there was a negative non-cash movement of $1.9 million on bunkers swaps entered into in March 2009, which do not qualify as hedging instruments, and an actual receipt of $0.6 million on these swaps. In the second quarter of 2011, there was a negative movement of $1.5 million on these swaps and $1.7 million of cash was received. For the six months to June 30, 2012, cash received amounted to $1.4 million ($2.9 million in the corresponding 2011 period) and valuation movements amounted to a negative $1.2 million compared to a positive $1.1 million in the first six months of 2011.
Capitalized interest is based on expenditure incurred to date on vessels under construction. In the second quarter of 2012, capitalized interest was $0.3 million compared to $0.9 million in the previous years second quarter, the decrease being due to the large installments made on the two suezmaxes under construction, Spyros K and Dimitris P, which were delivered in the second and third quarter of 2011. For the first six months of 2012 and 2011, capitalized interest was $0.6 million and $1.8 million, respectively.
Amortization of loan expenses amounted to $0.2 million in both the second quarters of 2012 and 2011.
9
Exhibit 99.2
Interest income
Total income derived from bank deposits was $0.4 million during the second quarter of 2012 and $0.6 million during the quarter ended June 30, 2011. For the six month periods, 2012 and 2011, $0.9 million and $1.2 million were earned respectively, the decreases being mainly due to the drop in average cash balances between the relevant periods.
Net income attributable to the 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 non-controlling interest in the second quarter of 2012 amounted to $0.04 million compared to $0.1 million in the second quarter of 2011. For the six months ended June 30, 2012, the income attributable to the non-controlling interest amounted to $0.1 million compared to $0.3 million in the first six months of 2011. The decrease for both periods was primarily due to increased finance costs, while revenue earned and operating costs were at the same levels for both the quarterly and six month periods.
Net loss attributable to Tsakos Energy Navigation Limited
As a result of the foregoing, the net loss attributable to Tsakos Energy Navigation Limited for the quarter ended June 30, 2012 was $5.7 million, or $0.10 per diluted share, versus a net loss of $18.1 million, or $0.39 per diluted share for the quarter ended June 30, 2011. The net loss attributable to Tsakos Energy Navigation Limited for the six months ended June 30, 2012 was $14.5 million, or $0.29 per diluted share, versus $8.8 million net loss, or $0.19 per diluted share, for the six months ended June 30, 2011.
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 new-building program and dry-docking schedule requires us to expend cash. Net cash flow generated by continuing operations is the main source of liquidity. Additional sources, apart from raising equity, include proceeds from asset sales and borrowings, although all borrowing arrangements to date have specifically related to the acquisition of vessels.
Given our non-restricted cash holdings as at June 30, 2012 of $212.7 million, and the number of vessels we have on time charter, we believe that even if there is a further major and sustained downturn in market conditions, our financial resources are sufficient to meet our liquidity needs through July 1, 2013, taking into account both our existing capital commitments and the minimum debt service requirements.
Working capital (non-restricted net current assets) amounted to $15.8 million at June 30, 2012, compared to $82.4 million as at June 30, 2011. Non-restricted cash balances at June 30, 2012 were $212.7 million compared to $227.5 million at June 30, 2011.
Net cash provided by operating activities was $16.4 million in the quarter ended June 30, 2012, compared to $7.9 million in the previous years second quarter. For the six month respective periods, net cash from operating activities was $34.6 million in 2012, compared to $35.6 million in the first six months of 2011.
Expenditure incurred for dry-dockings for survey purposes, which are deferred and amortized to expense over the period from the dry-docking to the date of the next scheduled dry-docking, is deducted from net income to calculate cash generated by operating activities. In the second quarter of 2012, an amount of $1.0 million was paid on the dry-
10
Exhibit 99.2
docking of Aegeas and Byzantion, while payments of $3.2 million were made on the dry-dockings of Archangel, Alaska and Promitheas, in the second quarter of 2011. For the six months periods, $4.6 million was paid in 2012 compared to $3.2 million in the previous years first six months.
Net cash used in investing activities was $1.6 million for the quarter ended June 30, 2012, and $39.0 million for the quarter ended June 30, 2011. In the second quarter of 2012, net funds for acquisitions and improvements on existing vessels amounted to $1.0 million relating to improvements to existing vessels, while $18.4 million was paid in the prior second quarter, relating to the acquisition of Spyros K. In the first six months of 2012 there were no vessel sales, while, in the second quarter of 2011, the vessel Vergina II was sold generating net sales proceeds of $9.7 million. For the six months ended June 30, 2011, vessel net sales proceeds generated $42.5 million including the sale of the vessel Opal Queen.
In the second quarter of 2012, advances for vessels under construction amounted to $0.6 million compared to $30.3 million in the second quarter of 2011. For the six month period, such advances amounted to $1.0 million in 2012 and $41.7 million in 2011. There were three vessels on order as at June 30, 2012 and three on order as at June 30, 2011. The vessels under construction at June 30, 2012 were the two suezmax DP2 shuttle tankers at a contract price of $92 million each, with expected delivery in the first and second quarter of 2013 respectively, and one 162,000 cubic meter LNG carrier, its construction contract signed on June, 4, 2012 with a major Korean Shipyard at a contract price of $209.6 million, with expected delivery in the first quarter of 2015. In total, $358.3 million was remaining to be paid on vessel installments at June 30, 2012, including the newly signed contract for the LNG carrier. An amount of $21.0 million was paid in July 2012 being the first installment for the LNG carrier, and $27.6 million in total was paid in July and August 2012 for the two shuttle tankers. A further $27.6 million is payable in September and October 2012, relating to the two shuttle tankers. In 2013, $21.0 million is payable for the LNG carrier and $93.5 million as the last installments on the two shuttle tankers. In 2014, $52.4 million is payable for the LNG carrier and the last installment of $115.3 million is payable in 2015. Debt financing has been arranged for the two shuttle tankers and $27.6 million has been drawn down as predelivery financing for the yard installment paid in July and August 2012. All the remaining new-building installments for the shuttle tankers will be financed by the loans signed. The LNG carrier installment has been financed by the proceeds of the recent offering in April 2012. We are in discussion with banks as to the partial financing of the LNG carrier. We also 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.
Net cash provided by financing activities was $12.3 million in the quarter ended June 30, 2012, compared to $1.1 million used by financing activities during the quarter ended June 30, 2011. Net cash provided by financing activities was $4.8 million in the six months ended June 30, 2012, compared to $52.7 million used by financing activities during the six months ended June 30, 2011. In the second quarter of 2012, $62.7 million was received as the net proceeds of an offering in April 2012 of 10.0 million shares. No new debt was drawn down in the second quarter of 2012, while in the second quarter of 2011, $48.0 million of new debt was drawn down for the acquisition of the suezmax, Spyros K. In the second quarter of 2012 there were scheduled loan repayments of $32.1 million and an $8.1 million pre-payment in relation to a waiver obtained for non-compliance with the leverage ratio on one of its subsidiaries loans, compared to $30.5 million scheduled repayments and an $8.7 million pre-payment on the sale of Vergina II in the second quarter of 2011.
11
Exhibit 99.2
Total debt outstanding decreased from $1,514 million at the beginning of the second quarter of 2012 to $1,474 million by the quarter end. The debt to capital (equity plus debt) ratio was 60.5% at June 30, 2012 (or 56.6% on a net of cash basis). No new interest rate swaps were arranged during the second quarter of 2012. Interest rate swap coverage on outstanding loans at June 30, 2012 was approximately 49.5%.
Two loans, together totaling $160.2 million at June 30, 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 as at June 30, 2012 are expected to amount to $61.2 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 June 30, 2012 and December 31, 2011.
As at June 30, 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 $37.4 million has been reclassified as a current liability as of June 30, 2012 ($8.6 million has at December 31, 2011) in relation to a further eleven loans (seven loans at December 31, 2011) together totaling $684.7 million at June 30, 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 also 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 agreed upon the terms of 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 June 30, 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. The majority of 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 most 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 $62.7 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.
In the second quarter of 2012, all the remaining 84,500 RSUs at March 31, 2012 vested.
12
Exhibit 99.2
Quarterly dividends of $0.15 per share were paid on each of February 14, and May 25, 2012 and amounted to $6.9 million and $8.4 million, respectively. On August 3, 2012, the Company declared a $0.15 per share dividend payable on September 14, 2012 to holders of record on September 7, 2012. 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.
Capitalization
The following table sets forth our (i) cash and cash equivalents, (ii) restricted cash and (iii) consolidated capitalization as of June 30, 2012 on:
| an actual basis; and |
| as adjusted basis giving effect to (i) scheduled debt repayments of $23.7 million, and (ii) the drawdown of $27.6 million under our credit facilities, (iii) payments of $48.6 million to shipyards for newbuildings and (iv) the payment of a $8.4 million dividend on September 14, 2012. |
Other than these adjustments, there has been no material change in our capitalization from debt or equity issuances, re-capitalization or special dividends between June 30, 2012 and September 14, 2012.
This table should be read in conjunction with our consolidated financial statements and the notes thereto.
As of June 30, 2012 | ||||||||||||
Actual | Adjustments | Adjusted | ||||||||||
(Unaudited) | ||||||||||||
In thousands of U.S. Dollars |
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Cash |
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Cash and cash equivalents |
212,679 | (53,141 | ) | 159,538 | ||||||||
Restricted cash |
5,899 | 5,899 | ||||||||||
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Total cash |
218,578 | (53,141 | ) | 165,437 | ||||||||
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Capitalization Debt: |
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Long-term secured debt obligations (including current portion) |
1,474,166 | 3,863 | 1,478,029 | |||||||||
Stockholders equity: |
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Common shares, $1.00 par value; 100,000,000 shares authorized; 56,293,237 issued and outstanding on an actual and as adjusted basis |
56,293 | 56,293 | ||||||||||
Additional paid-in capital |
404,309 | 404,309 | ||||||||||
Accumulated other comprehensive loss |
(25,517 | ) | (25,517 | ) | ||||||||
Retained earnings |
524,448 | (8,444 | ) | 516,004 | ||||||||
Non-controlling interest |
2,190 | 2,190 | ||||||||||
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Total stockholders equity |
961,723 | (8,444 | ) | 953,279 | ||||||||
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Total capitalization |
2,435,889 | (4,581 | ) | 2,431,308 | ||||||||
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13