0001193125-12-392587.txt : 20120914 0001193125-12-392587.hdr.sgml : 20120914 20120914161717 ACCESSION NUMBER: 0001193125-12-392587 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20120914 FILED AS OF DATE: 20120914 DATE AS OF CHANGE: 20120914 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TSAKOS ENERGY NAVIGATION LTD CENTRAL INDEX KEY: 0001166663 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31236 FILM NUMBER: 121092838 BUSINESS ADDRESS: STREET 1: 367 SYNGROU AVENUE CITY: ATHENS STATE: J3 ZIP: 00000 MAIL ADDRESS: STREET 1: 367 SYNGROU AVE 175 64 CITY: ATHENS STATE: J3 ZIP: 00000 6-K 1 d411468d6k.htm FORM 6-K Form 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September, 2012

Commission File Number 001-31236

 

 

TSAKOS ENERGY NAVIGATION LIMITED

(Translation of registrant’s name into English)

 

 

367 Syngrou Avenue, 175 64 P. Faliro, Athens, Greece

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x            Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

 

 

 


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    Management’s Discussion and Analysis of Financial Condition and Results of Operations


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: September 14, 2012

 

TSAKOS ENERGY NAVIGATION LIMITED
By:   /s/ Paul Durham
 

Paul Durham

Chief Financial Officer

EX-99.1 2 d411468dex991.htm CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), JUNE 30, 2012 Consolidated Financial Statements (Unaudited), June 30, 2012

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
 
     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   
  

 

 

   

 

 

 

Total current assets

     315,599        287,633   
  

 

 

   

 

 

 

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
  

 

 

   

 

 

 

Vessels’ Net Book Value

     2,147,842        2,194,360   
  

 

 

   

 

 

 

Total fixed assets

     2,186,433        2,231,996   
  

 

 

   

 

 

 

DEFERRED CHARGES, net (Note 5)

     17,623        14,708   
  

 

 

   

 

 

 

Total assets

   $ 2,520,655      $ 2,535,337   
  

 

 

   

 

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY     

CURRENT LIABILITIES:

    

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   
  

 

 

   

 

 

 

Total current liabilities

     293,854        279,712   
  

 

 

   

 

 

 

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:

    

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   
  

 

 

   

 

 

 

Total Tsakos Energy Navigation Limited stockholders’ equity

     959,533        917,059   

Noncontrolling Interest

     2,190        2,099   
  

 

 

   

 

 

 

Total stockholders’ equity

     961,723        919,158   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 2,520,655      $ 2,535,337   
  

 

 

   

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements

  

 

1


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

FOR THE THREE MONTHS ENDED 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   
  

 

 

   

 

 

 

Total expenses

     88,949        102,966   
  

 

 

   

 

 

 

Operating income/(loss)

     10,097        (1,657
  

 

 

   

 

 

 

OTHER INCOME (EXPENSES):

    

Interest and finance costs, net (Note 7)

     (16,111     (16,945

Interest income

     395        598   

Other, net

     (38     (10
  

 

 

   

 

 

 

Total other expenses, net

     (15,754     (16,357
  

 

 

   

 

 

 

Net loss

     (5,657     (18,014

Less: Net income attributable to the noncontrolling interest

     (42     (113
  

 

 

   

 

 

 

Net loss attributable to Tsakos Energy Navigation Limited

   $ (5,699   $ (18,127
  

 

 

   

 

 

 

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

   $ (0.10   $ (0.39
  

 

 

   

 

 

 

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

   $ (0.10   $ (0.39
  

 

 

   

 

 

 

Weighted average number of shares, basic

     54,341,534        46,082,284   
  

 

 

   

 

 

 

Weighted average number of shares, diluted

     54,341,534        46,082,284   
  

 

 

   

 

 

 

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
  

 

 

   

 

 

 

Total expenses

     190,139        186,784   
  

 

 

   

 

 

 

Operating income

     11,137        13,721   
  

 

 

   

 

 

 

OTHER INCOME (EXPENSES):

    

Interest and finance costs, net (Note 7)

     (26,409     (23,370

Interest income

     878        1,188   

Other, net

     (19     (131
  

 

 

   

 

 

 

Total other expenses, net

     (25,550     (22,313
  

 

 

   

 

 

 

Net loss

     (14,413     (8,592

Less: Net income attributable to the noncontrolling interest

     (91     (250
  

 

 

   

 

 

 

Net loss attributable to Tsakos Energy Navigation Limited

   $ (14,504   $ (8,842
  

 

 

   

 

 

 

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

   $ (0.29   $ (0.19
  

 

 

   

 

 

 

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

   $ (0.29   $ (0.19
  

 

 

   

 

 

 

Weighted average number of shares, basic

     50,275,135        46,081,888   
  

 

 

   

 

 

 

Weighted average number of shares, diluted

     50,275,135        46,081,888   
  

 

 

   

 

 

 

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   
  

 

 

   

 

 

 

Total unrealized gains from hedging financial instruments

     5,228        5,417   

Unrealized gain on marketable securities

     61        44   
  

 

 

   

 

 

 

Other Comprehensive income

     5,288        5,417   
  

 

 

   

 

 

 

Comprehensive loss

     (369     (12,597
  

 

 

   

 

 

 

Less: comprehensive income attributable to the noncontrolling interest

     (42     (113
  

 

 

   

 

 

 

Comprehensive loss attributable to Tsakos Energy Navigation Limited

   $ (411   $ (12,710
  

 

 

   

 

 

 

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   
  

 

 

   

 

 

 

Total unrealized gains from hedging financial instruments

     9,368        9,748   

Unrealized gain on marketable securities

     145        44   
  

 

 

   

 

 

 

Other Comprehensive income

     9,513        9,792   
  

 

 

   

 

 

 

Comprehensive (loss)/income

     (4,900     1,200   
  

 

 

   

 

 

 

Less: comprehensive income attributable to the noncontrolling interest

     (91     (250
  

 

 

   

 

 

 

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

   $ (4,991   $ 950   
  

 

 

   

 

 

 

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   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

BALANCE, June 30, 2011

   $ 46,154       $ 351,501      $ 648,815      $ (42,537   $ 1,003,933      $ 1,803      $ 1,005,736   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

BALANCE June 30, 2012

   $ 56,293       $ 404,309      $ 524,448      $ (25,517   $ 959,533      $ 2,190      $ 961,723   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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,
 
     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
  

 

 

   

 

 

 

Net Cash provided by Operating Activities

     34,633        35,619   
  

 

 

   

 

 

 

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   
  

 

 

   

 

 

 

Net Cash used in Investing Activities

     (2,482     (32,086
  

 

 

   

 

 

 

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
  

 

 

   

 

 

 

Net Cash provided by /(used in) Financing Activities

     4,820        (52,698
  

 

 

   

 

 

 

Net increase/(decrease) in cash and cash equivalents

     36,971        (49,165

Cash and cash equivalents at beginning of period

     175,708        276,637   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 212,679      $ 227,472   
  

 

 

   

 

 

 

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

 

 

    

 

 

    

 

 

    

 

 

 

Total expenses with related parties

     8,664         8,663         17,411         17,134   
  

 

 

    

 

 

    

 

 

    

 

 

 

Balances due from and due to related parties are as follows:

 

     June 30,
2012
     December 31,
2011
 

Due from related parties

     

Tsakos Energy Management Limited

     99         —     

Tsakos Shipping and Trading S.A.

     81         —     

Tsakos Columbia Shipmanagement S.A.

     982         1,641   
  

 

 

    

 

 

 

Total due from related parties

     1,162         1,641   
  

 

 

    

 

 

 

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   
  

 

 

    

 

 

 

Total due to related parties

     2,018         1,063   
  

 

 

    

 

 

 

 

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 year’s notice. In addition, if even one director was elected to the Holding Company’s Board of Directors without having been recommended by the existing Board 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 Company’s Board of Directors.

Estimated future management fees payable over the next ten years under the Management Agreement, exclusive of any incentive awards and based on existing vessels and known vessels as at June 30, 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 Company’s vessels from July 1, 2010. TCM is owned jointly and in equal part by related party interests and by a private German Group. TCM, at the consent of the Holding Company, may subcontract all or part of the technical management of any vessel to an alternative unrelated technical manager.

Effective July 1, 2010, the Management Company, at its own expense, pays technical management fees to TCM, and the Company bears and pays directly to TCM most of its operating expenses, including repairs and maintenance, provisioning and crewing of the Company’s vessels, as well as certain charges which are capitalized or deferred, including reimbursement of the costs of TCM personnel sent overseas to supervise repairs and perform inspections on Company vessels. The Company also pays to TCM certain fees to cover expenses relating to internal control procedures and information technology services which are borne by TCM on behalf of the Company.

 

  (c) Tsakos Shipping and Trading S.A. (“Tsakos Shipping”): Certain members of the Tsakos family are involved in the decision-making processes of Tsakos Shipping and of the Management Company, and are also shareholders of the Holding Company.

 

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 Company’s vessels by communicating with third party brokers to solicit, research and propose charters. For this service, the Company pays to Tsakos Shipping a chartering commission of approximately 1.25% on all freights, hires and demurrages. Such commissions are included in Commissions in the accompanying Consolidated Statements of Income. Tsakos Shipping also provides sale and purchase of vessels brokerage service. For this service, Tsakos Shipping may charge 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 Company’s vessels. Management believes that all such matters are either adequately covered by insurance or are not expected to have a material adverse effect on the Company’s results from operations or financial condition.

Charters-out

The future minimum revenues of vessels in operation at 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 Company’s interest rates and loan repayment terms are described in Notes 6 and 7.

 

  (b) Concentration of credit risk: Financial Instruments consist principally of cash, trade accounts receivable, marketable securities, investments, and derivatives. The Company places its temporary cash investments, consisting mostly of deposits, and its marketable securities primarily with high credit qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions that are considered in the Company’s investment strategy. The Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of its customers’ financial

 

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 Company’s own data.

The fair value of the impaired vessels discussed in Note 4 are determined through Level 3 of the fair value hierarchy as defined in FASB guidance for Fair Value Measurements and are based on management estimates and assumptions and by making use of available market data and taking into consideration third party valuations.

The estimated fair values of the Company’s financial instruments, other than derivatives at 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

EX-99.2 3 d411468dex992.htm MD&A OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS <![CDATA[MD&A of Financial Condition and Results of Operations]]>

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 year’s 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 year’s 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 year’s 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 year’s 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 VLCC’s 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 VLCC’s 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 management’s 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 year’s 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 Company’s 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 year’s 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 Company’s 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
  

 

 

   

 

 

   

 

 

   

 

 

 

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
  

 

 

   

 

 

   

 

 

   

 

 

 

Net total

     16.1        16.9        26.4        23.4   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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 year’s 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 year’s 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 year’s 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 year’s 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 year’s 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

      

Cash

      

Cash and cash equivalents

     212,679        (53,141     159,538   

Restricted cash

     5,899          5,899   
  

 

 

   

 

 

   

 

 

 

Total cash

     218,578        (53,141     165,437   
  

 

 

   

 

 

   

 

 

 

Capitalization Debt:

      

Long-term secured debt obligations (including current portion)

     1,474,166        3,863        1,478,029   

Stockholders equity:

      

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   
  

 

 

   

 

 

   

 

 

 

Total stockholders’ equity

     961,723        (8,444     953,279   
  

 

 

   

 

 

   

 

 

 

Total capitalization

     2,435,889        (4,581     2,431,308   
  

 

 

   

 

 

   

 

 

 

 

13