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, 2013
Commission File Number 001-31236
TSAKOS ENERGY NAVIGATION LIMITED
(Translation of registrants name into English)
367 Syngrou Avenue, 175 64 P. Faliro, Athens, Greece
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
TSAKOS ENERGY NAVIGATION LIMITED
FORM 6-K
This report on Form 6-K is hereby incorporated by reference into the following Registration Statements of the Company:
| Registration Statement on Form F-3 (No. 333-184042) initially filed with the SEC on September 21, 2012, as amended; |
| 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, 2013 | |
99.2 | Managements Discussion and Analysis of Financial Condition and Results of Operations | |
99.3 | Capitalization and Distribution Agency Agreement Sales | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase | |
101.CAB | XBRL Taxonomy Extension Label Linkbase | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
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 19, 2013
TSAKOS ENERGY NAVIGATION LIMITED | ||
By: |
/s/ Paul Durham | |
Paul Durham | ||
Chief Financial Officer |
Exhibit 99.1
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2013 AND DECEMBER 31, 2012
(Expressed in thousands of U.S. Dollars - except share and per share data)
June 30, 2013 |
December 31, 2012 |
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Unaudited | ||||||||
ASSETS | ||||||||
CURRENT ASSETS: |
||||||||
Cash and cash equivalents |
$ | 141,119 | $ | 144,297 | ||||
Restricted cash |
5,790 | 16,192 | ||||||
Marketable Securities (Note 3) |
1,609 | 1,664 | ||||||
Accounts receivable, net |
25,626 | 28,948 | ||||||
Insurance claims |
4,735 | 4,583 | ||||||
Due from related companies (Note 2) |
831 | 1,561 | ||||||
Advances and other |
11,500 | 8,800 | ||||||
Inventories |
17,092 | 14,356 | ||||||
Prepaid insurance and other |
3,739 | 3,568 | ||||||
Current portion of financial instruments-Fair value (Note 7) |
| 60 | ||||||
|
|
|
|
|||||
Total current assets |
212,041 | 224,029 | ||||||
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|
|
|
|||||
INVESTMENTS |
1,000 | 1,000 | ||||||
FINANCIAL INSTRUMENTS - FAIR VALUE, net of current portion (Note 8) |
835 | 45 | ||||||
FIXED ASSETS (Note 4) |
||||||||
Advances for vessels under construction |
41,920 | 119,484 | ||||||
Vessels |
2,832,857 | 2,628,094 | ||||||
Accumulated depreciation |
(585,865 | ) | (539,736 | ) | ||||
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|
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Vessels Net Book Value |
2,246,992 | 2,088,358 | ||||||
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Total fixed assets |
2,288,912 | 2,207,842 | ||||||
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|
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DEFERRED CHARGES, net (Note 5) |
18,516 | 17,968 | ||||||
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Total assets |
$ | 2,521,304 | $ | 2,450,884 | ||||
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LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||
CURRENT LIABILITIES: |
||||||||
Current portion of long-term debt (Note 6) |
$ | 159,169 | $ | 186,651 | ||||
Payables |
47,231 | 34,390 | ||||||
Due to related companies (Note 2) |
8,088 | 2,594 | ||||||
Dividends payable |
2,822 | | ||||||
Accrued liabilities |
16,202 | 12,442 | ||||||
Accrued bank interest |
8,850 | 4,785 | ||||||
Unearned revenue |
10,556 | 4,907 | ||||||
Current portion of financial instruments - Fair value (Note 7) |
9,419 | 13,138 | ||||||
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Total current liabilities |
262,337 | 258,907 | ||||||
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LONG-TERM DEBT, net of current portion (Note 6) |
1,279,482 | 1,255,776 | ||||||
FINANCIAL INSTRUMENTS - FAIR VALUE, net of current portion (Note 7) |
6,160 | 9,361 | ||||||
STOCKHOLDERS EQUITY: |
||||||||
Preferred shares, $ 1.00 par value; 15,000,000 shares authorized (including 2,300,000 Series B Preferred Shares) and 2,000,000 Series B Preferred Shares issued and outstanding at June 30, 2013; no shares authorized, issued and outstanding at December 31, 2012. |
2,000 | |||||||
Common stock, $ 1.00 par value; 85,000,000 and 100,000,000 shares authorized at June 30, 2013 and December 31, 2012 respectively; 56,443,237 issued and outstanding at June 30, 2013 and December 31, 2012. |
56,443 | 56,443 | ||||||
Additional paid-in capital |
450,642 | 404,391 | ||||||
Accumulated other comprehensive loss |
(9,639 | ) | (14,728 | ) | ||||
Retained earnings |
472,279 | 478,428 | ||||||
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|
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Total Tsakos Energy Navigation Limited stockholders equity |
971,725 | 924,534 | ||||||
Noncontrolling Interest |
1,600 | 2,306 | ||||||
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|
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Total stockholders equity |
973,325 | 926,840 | ||||||
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Total liabilities and stockholders equity |
$ | 2,521,304 | $ | 2,450,884 | ||||
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The accompanying notes are an integral part of these consolidated financial statements
1
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED JUNE 30, 2013 AND 2012
(Expressed in thousands of U.S. Dollars - except share and per share data)
2013 | 2012 | |||||||
VOYAGE REVENUES: |
$ | 108,091 | $ | 99,046 | ||||
EXPENSES: |
||||||||
Commissions |
4,088 | 1,503 | ||||||
Voyage expenses |
32,417 | 25,576 | ||||||
Vessel operating expenses |
32,907 | 32,110 | ||||||
Depreciation |
23,925 | 23,685 | ||||||
Amortization of deferred dry-docking costs |
1,220 | 1,211 | ||||||
Management fees (Note 2(a)) |
3,886 | 3,967 | ||||||
General and administrative expenses |
964 | 952 | ||||||
Stock compensation expense |
| 14 | ||||||
Foreign currency (gains)/losses |
35 | (69 | ) | |||||
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Total expenses |
99,442 | 88,949 | ||||||
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Operating income |
8,649 | 10,097 | ||||||
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|
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OTHER INCOME (EXPENSES): |
||||||||
Interest and finance costs, net (Note 7) |
(10,394 | ) | (16,111 | ) | ||||
Interest income |
73 | 395 | ||||||
Other, net |
(698 | ) | (38 | ) | ||||
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Total other expenses, net |
(11,019 | ) | (15,754 | ) | ||||
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Net loss |
(2,370 | ) | (5,657 | ) | ||||
Less: Net loss/(income) attributable to the noncontrolling interest |
845 | (42 | ) | |||||
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|
|||||
Net loss attributable to Tsakos Energy Navigation Limited |
$ | (1,525 | ) | $ | (5,699 | ) | ||
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Loss per share, basic attributable to Tsakos Energy Navigation Limited common shareholders |
$ | (0.04 | ) | $ | (0.10 | ) | ||
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Loss per share, diluted attributable to Tsakos Energy Navigation Limited common shareholders |
$ | (0.04 | ) | $ | (0.10 | ) | ||
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Weighted average number of shares, basic |
56,443,237 | 54,341,534 | ||||||
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Weighted average number of shares, diluted |
56,443,237 | 54,341,534 | ||||||
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The accompanying notes are an integral part of these consolidated financial statements
2
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012
(Expressed in thousands of U.S. Dollars - except share and per share data)
2013 | 2012 | |||||||
VOYAGE REVENUES: |
$ | 205,785 | $ | 201,276 | ||||
EXPENSES: |
||||||||
Commissions |
7,852 | 5,172 | ||||||
Voyage expenses |
56,944 | 57,888 | ||||||
Vessel operating expenses |
64,232 | 67,650 | ||||||
Depreciation |
46,196 | 47,369 | ||||||
Amortization of deferred dry-docking costs |
2,410 | 2,268 | ||||||
Management fees (Note 2(a)) |
7,826 | 7,959 | ||||||
General and administrative expenses |
2,101 | 1,784 | ||||||
Stock compensation expense |
| 168 | ||||||
Foreign currency (gains)/losses |
(123 | ) | (119 | ) | ||||
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|
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Total expenses |
187,438 | 190,139 | ||||||
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|
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Operating income |
18,347 | 11,137 | ||||||
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|
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OTHER INCOME (EXPENSES): |
||||||||
Interest and finance costs, net (Note 7) |
(20,019 | ) | (26,409 | ) | ||||
Interest income |
158 | 878 | ||||||
Other, net |
303 | (19 | ) | |||||
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|
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Total other expenses, net |
(19,558 | ) | (25,550 | ) | ||||
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|
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Net loss |
(1,211 | ) | (14,413 | ) | ||||
Less: Net loss/(income) attributable to the noncontrolling interest |
706 | (91 | ) | |||||
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|
|||||
Net loss attributable to Tsakos Energy Navigation Limited |
$ | (505 | ) | $ | (14,504 | ) | ||
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Loss per share, basic attributable to Tsakos Energy Navigation Limited common shareholders |
$ | (0.02 | ) | $ | (0.29 | ) | ||
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Loss per share, diluted attributable to Tsakos Energy Navigation Limited common shareholders |
$ | (0.02 | ) | $ | (0.29 | ) | ||
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|
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Weighted average number of shares, basic |
56,443,237 | 50,275,135 | ||||||
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|
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Weighted average number of shares, diluted |
56,443,237 | 50,275,135 | ||||||
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The accompanying notes are an integral part of these consolidated financial statements
3
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED JUNE 30, 2013, AND 2012
(Expressed in thousands of U.S. Dollars)
2013 | 2012 | |||||||
Net loss |
$ | (2,370 | ) | $ | (5,657 | ) | ||
Other comprehensive income/(loss) |
||||||||
Unrealized gains/(losses) from hedging financial instruments |
||||||||
Unrealized gain on interest rate swaps, net |
3,279 | 4,861 | ||||||
Amortization of deferred loss on dedesignated financial instruments |
219 | 367 | ||||||
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|
|||||
Total unrealized gains from hedging financial instruments |
3,498 | 5,228 | ||||||
Unrealized (loss)/gain on marketable securities |
(57 | ) | 61 | |||||
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|
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Other Comprehensive income |
3,441 | 5,289 | ||||||
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|
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Comprehensive income/(loss) |
1,071 | (368 | ) | |||||
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Less: comprehensive loss/(income) attributable to the noncontrolling interest |
845 | (42 | ) | |||||
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|
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Comprehensive income/(loss) attributable to Tsakos Energy Navigation Limited |
$ | 1,916 | $ | (410 | ) | |||
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The accompanying notes are an integral part of these consolidated financial statements
4
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2013, AND 2012
(Expressed in thousands of U.S. Dollars)
2013 | 2012 | |||||||
Net loss |
$ | (1,211 | ) | $ | (14,413 | ) | ||
Other comprehensive income/(loss) |
||||||||
Unrealized gains/(losses) from hedging financial instruments |
||||||||
Unrealized gain on interest rate swaps, net |
4,709 | 8,634 | ||||||
Amortization of deferred loss on dedesignated financial instruments |
435 | 734 | ||||||
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|
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Total unrealized gains from hedging financial instruments |
5,144 | 9,368 | ||||||
Unrealized (loss)/gain on marketable securities |
(55 | ) | 145 | |||||
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Other Comprehensive income |
5,089 | 9,513 | ||||||
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Comprehensive income/(loss) |
3,878 | (4,900 | ) | |||||
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Less: comprehensive loss/(income) attributable to the noncontrolling interest |
706 | (91 | ) | |||||
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Comprehensive income/(loss) attributable to Tsakos Energy Navigation Limited |
$ | 4,584 | $ | (4,991 | ) | |||
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The accompanying notes are an integral part of these consolidated financial statements
5
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2013, AND 2012
(Expressed in thousands of U.S. Dollars - except share and per share data)
Preferred stock Series B |
Common Stock |
Additional Paid-in Capital |
Retained Earnings |
Accumulated Other Comprehensive Income (Loss) |
Tsakos Energy Navigation Limited |
Noncontrolling Interest |
Total | |||||||||||||||||||||||||
BALANCE, January 1, 2012 |
$ | $ | 46,209 | $ | 351,566 | $ | 554,314 | $ | (35,030 | ) | $ | 917,059 | $ | 2,099 | $ | 919,158 | ||||||||||||||||
Net income/(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 (loss) |
9,513 | 9,513 | 9,513 | |||||||||||||||||||||||||||||
- Amortization of restricted share units |
168 | 168 | 168 | |||||||||||||||||||||||||||||
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BALANCE, June 30, 2012 |
$ | $ | 56,293 | $ | 404,309 | $ | 524,448 | $ | (25,517 | ) | $ | 959,533 | $ | 2,190 | $ | 961,723 | ||||||||||||||||
BALANCE, January 1, 2013 |
56,443 | 404,391 | 478,428 | (14,728 | ) | 924,534 | 2,306 | 926,840 | ||||||||||||||||||||||||
Net income/(loss) |
(505 | ) | (505 | ) | (706 | ) | (1,211 | ) | ||||||||||||||||||||||||
- Issuance of 8% cumulative redeemable perpetual preferred shares |
2,000 | 46,251 | 48,251 | 48,251 | ||||||||||||||||||||||||||||
- Cash dividends paid ($0.05 per share) |
(2,822 | ) | (2,822 | ) | (2,822 | ) | ||||||||||||||||||||||||||
- Declared dividends ($0.05 per share) |
(2,822 | ) | (2,822 | ) | (2,822 | ) | ||||||||||||||||||||||||||
- Other comprehensive income (loss) |
5,089 | 5,089 | 5,089 | |||||||||||||||||||||||||||||
- Amortization of restricted share units |
0 | | ||||||||||||||||||||||||||||||
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BALANCE June 30, 2013 |
$ | 2,000 | $ | 56,443 | $ | 450,642 | $ | 472,279 | $ | -9,639 | $ | 971,725 | $ | 1,600 | $ | 973,325 | ||||||||||||||||
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The accompanying notes are an integral part of these consolidated financial statements
6
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012
(Expressed in thousands of U.S. Dollars)
2013 | 2012 | |||||||
Cash Flows from Operating Activities: |
||||||||
Net income/(loss) |
$ | (1,211 | ) | $ | (14,413 | ) | ||
Adjustments to reconcile net income/(loss) to net cash provided by operating activities: |
||||||||
Depreciation |
46,196 | 47,369 | ||||||
Amortization of deferred dry-docking costs |
2,410 | 2,268 | ||||||
Amortization of loan fees |
439 | 455 | ||||||
Stock compensation expense |
| 168 | ||||||
Change in fair value of derivative instruments |
(2,573 | ) | (1,805 | ) | ||||
Payments for dry-docking |
(2,802 | ) | (4,572 | ) | ||||
(Increase) Decrease in: |
||||||||
Receivables |
1,200 | 1,873 | ||||||
Inventories |
(2,736 | ) | 4,467 | |||||
Prepaid insurance and other |
(171 | ) | 2,286 | |||||
Increase (Decrease) in: |
||||||||
Payables |
18,335 | 2,535 | ||||||
Accrued liabilities |
7,825 | (1,822 | ) | |||||
Unearned revenue |
5,649 | (4,176 | ) | |||||
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|
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Net Cash provided by Operating Activities |
72,561 | 34,633 | ||||||
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Cash Flows from Investing Activities: |
||||||||
Advances for vessels under construction and acquisitions |
(20,581 | ) | (955 | ) | ||||
Vessel acquisitions and/or improvements |
(106,619 | ) | (1,527 | ) | ||||
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|
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Net Cash used in Investing Activities |
(127,200 | ) | (2,482 | ) | ||||
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Cash Flows from Financing Activities: |
||||||||
Proceeds from long-term debt |
92,000 | 28,358 | ||||||
Financing costs |
(594 | ) | (1,064 | ) | ||||
Payments of long-term debt |
(95,776 | ) | (69,856 | ) | ||||
Decrease in restricted cash |
10,402 | 85 | ||||||
Proceeds from stock issuance program, net |
48,251 | 62,659 | ||||||
Cash dividend |
(2,822 | ) | (15,362 | ) | ||||
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|
|||||
Net Cash provided by Financing Activities |
51,461 | 4,820 | ||||||
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|
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Net (decrease)/increase in cash and cash equivalents |
(3,178 | ) | 36,971 | |||||
Cash and cash equivalents at beginning of period |
144,297 | 175,708 | ||||||
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Cash and cash equivalents at end of period |
$ | 141,119 | $ | 212,679 | ||||
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The accompanying notes are an integral part of these consolidated financial statements
7
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO FINANCIAL STATEMENTS
(UNAUDITED) JUNE 30, 2013 AND 2012
(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, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.
The consolidated balance sheet as of December 31, 2012 has been derived from the audited financial statements at that date, but does not include all of the footnotes required by generally accepted accounting principles for complete financial statements.
A discussion of the Companys significant accounting policies can be found in the Companys Consolidated Financial Statements included in the Annual Report on Form 20-F for the year ended December 31, 2012. There have been no material changes to these policies in the six-month period ended June 30, 2013.
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, |
|||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Tsakos Shipping and Trading S.A. (commissions) |
1,333 | 1,231 | 2,552 | 2,479 | ||||||||||||
Tsakos Energy Management Limited (management fees) |
3,811 | 3,892 | 7,676 | 7,809 | ||||||||||||
Tsakos Columbia Shipmanagement S.A. |
324 | 328 | 635 | 651 | ||||||||||||
Argosy Insurance Company Limited |
2,391 | 2,336 | 4,475 | 4,744 | ||||||||||||
AirMania Travel S.A. |
1,150 | 877 | 2,368 | 1,728 | ||||||||||||
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Total expenses with related parties |
9,009 | 8,664 | 17,706 | 17,411 | ||||||||||||
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Balances due from and due to related parties are as follows:
June 30, 2013 |
December 31, 2012 |
|||||||
Due from related parties |
||||||||
Tsakos Columbia Shipmanagement S.A. |
831 | 1,561 | ||||||
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Total due from related parties |
831 | 1,561 | ||||||
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Due to related parties |
||||||||
Tsakos Energy Management Limited |
71 | 53 | ||||||
Tsakos Shipping and Trading S.A. |
1,992 | 1,110 | ||||||
Argosy Insurance Company Limited |
5,686 | 1,209 | ||||||
AirMania Travel S.A. |
339 | 222 | ||||||
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Total due to related parties |
8,088 | 2,594 | ||||||
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|
|
There is also, at June 30, 2013, an amount of $526 ($559 at December 31, 2012) due to Tsakos Shipping and Trading S.A. and $330 ($329 at December 31, 2012) 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 |
1
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO FINANCIAL STATEMENTS
(UNAUDITED) JUNE 30, 2013 AND 2012
(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)
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 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. Monthly management fees for the newly delivered DP2 shuttle tankers have been agreed at $35.0 per vessel. |
The Holding Company and the Management Company have certain officers and directors in common.The President, who is also the Chief Executive Officer and a Director of the Holding Company, is also the sole stockholder of the Management Company. The Management Company may unilaterally terminate its Management Agreement with the Holding Company at any time upon one years notice. In addition, if even one director was elected to the Holding Companys Board of Directors without having been recommended by the existing Board 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, 2013 to pay the Management Company an amount of approximately $141,970 calculated in accordance with the terms of the Management Agreement. This amount includes the LNG carrier under construction, but excludes the new-building which is being negotiated with the shipyard (Note 11). Under the terms of the Management Agreement between the Holding Company and the Management Company, the Holding Company may terminate the Management Agreement only under specific circumstances, without the prior approval of the Holding Companys Board of Directors.
Estimated future management fees payable over the next ten years under the Management Agreement, exclusive of any incentive awards and based on existing vessels and known vessels as at June 30, 2013 scheduled for future delivery are:
Year |
Amount | |||
July to December 2013 |
8,006 | |||
2014 |
16,055 | |||
2015 |
16,055 | |||
2016 |
15,951 | |||
2017 |
15,930 | |||
2018 to 2023 |
87,615 | |||
|
|
|||
159,612 | ||||
|
|
Management fees for vessels are included in the accompanying Consolidated Statements of Operations. 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. These fees in total amounted to $247, and $245 during the six months ended June 30, 2013 and 2012, respectively, and are either accounted for as part of construction costs for delivered vessels or are included in Advances for vessels under construction.
(b) | Tsakos Columbia Shipmanagement S.A. (TCM): The Management Company appointed TCM to provide technical management to the Companys vessels from July 1, 2010. TCM is owned jointly and in equal part by related party interests and by a private German Group. TCM, at the consent of the Holding Company, may subcontract all or part of the technical management of any vessel to an alternative unrelated technical manager. |
Effective July 1, 2010, the Management Company, at its own expense, pays technical management fees to TCM, and the Company bears and pays directly to TCM most of its operating expenses, including repairs and maintenance, provisioning and crewing of the Companys vessels, as well as certain charges which are capitalized or deferred, including reimbursement of the costs of TCM personnel sent overseas to supervise repairs and perform inspections on Company vessels. The Company also pays to TCM certain fees to cover expenses relating to internal control procedures and information technology services which are borne by TCM on behalf of the Company.
2
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO FINANCIAL STATEMENTS
(UNAUDITED) JUNE 30, 2013 AND 2012
(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)
(c) | Tsakos Shipping and Trading S.A. (Tsakos Shipping): Certain members of the Tsakos family are involved in the decision-making processes of Tsakos Shipping and of the Management Company, and are also shareholders of the Holding Company. |
Tsakos Shipping provides chartering services for the Companys vessels by communicating with third party brokers to solicit, research and propose charters. For this service, the Company pays to Tsakos Shipping a chartering commission of approximately 1.25% on all freights, hires and demurrages. Such commissions are included in Commissions in the accompanying Consolidated Statements of Operations. Tsakos Shipping also provides sale and purchase of vessels brokerage service. For this service, Tsakos Shipping may charge a brokerage commission. 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 2013 and 2012, no such fee was charged.
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 to 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. In December 2012, the Company sold $1,098 of these marketable securities realizing a gain of $95 which was reclassified from Accumulated other comprehensive income/(loss) to the Statement of Operations. The fair value of these marketable securities as of June 30, 2013 was $1,609, and the change in fair value during the six months ended June 30, 2013, amounting to $55 (negative) is included in Accumulated other comprehensive loss. In July 2013, the Company sold the remaining marketable securities realizing a gain of $89.
4. | Vessels |
Acquisitions
During the first six months of 2013, the Company acquired the new-building DP2 suezmax shuttle tankers Rio 2016 and Brasil 2014 at a total cost of $202,971 of which $104,826 were paid in the first six months of 2013.
There were no vessel acquisitions in the first six months of 2012.
Sales
There were no vessel sales in the first six months of 2013 and 2012.
5. | Deferred Charges |
Deferred charges consist of dry-docking and special survey costs, net of accumulated amortization, and amounted to $13,720 and $13,327, at June 30, 2013 and December 31, 2012, respectively, and loan fees, net of accumulated amortization, amounted to $4,796 and $4,641 at June 30, 2013 and December 31, 2012, respectively. Amortization of deferred dry-docking costs is separately reflected in the accompanying Consolidated Statements of Operations, while amortization of loan fees is included in Interest and finance costs, net.
3
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO FINANCIAL STATEMENTS
(UNAUDITED) JUNE 30, 2013 AND 2012
(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)
6. | Long Term Debt |
Facility |
June 30, 2013 |
December 31, 2012 |
||||||
(a) Credit Facilities |
863,078 | 939,514 | ||||||
(b) Term Bank Loans |
575,573 | 502,913 | ||||||
|
|
|
|
|||||
Total |
1,438,651 | 1,442,427 | ||||||
Less current portion |
(159,169 | ) | (186,651 | ) | ||||
|
|
|
|
|||||
Long-term portion |
1,279,482 | 1,255,776 | ||||||
|
|
|
|
(a) | Credit facilities |
As at June 30, 2013, 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. At June 30, 2013 there is no available unused amount.
Interest is payable at a rate based on LIBOR plus a spread. At June 30, 2013, the interest rates on these facilities ranged from 1.56% to 5.69%.
(b) | Term bank loans |
Term loan balances outstanding at June 30, 2013 amounted to $575,573. 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, 2013, are based on LIBOR plus a spread.
At June 30, 2013, interest rates on these term bank loans ranged from 1.93% to 3.23%.
The weighted-average interest rates on the above executed loans for the applicable periods were:
Three months ended June 30, 2013 |
2.38 | % | ||
Three months ended June 30, 2012 |
1.97 | % | ||
Six months ended June 30, 2013 |
2.43 | % | ||
Six months ended June 30, 2012 |
1.95 | % |
The above revolving credit facilities and term bank loans are secured by first priority mortgages on all vessels, by 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, not legally restricted, of $81,807 at June 30, 2013 and $99,375 at December 31, 2012, 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 December 31, 2012, the Company was in non-compliance with minimum value-to-loan ratios contained in certain of its debt agreements. These agreements include terms in case of non-compliance with minimum value-to-loan ratios according to which the Company may be required to prepay indebtedness in the form of cash or provide additional security. Effective December 31, 2012 and for a period up to, and including, June 30, 2014, for those loans that were not compliant in respect of the value-to-loan covenant, certain lenders formally waived their rights, while the remainder did not seek immediate remedial action.
Following the conclusion of the waivers in late April 2013, an amount of $40,665 was reclassified within current liabilities representing the amount that the Company would be required to pay to satisfy the remaining loan-to-value ratio shortfall contained in loan agreements with a total outstanding debt as of June 30, 2013 of $448,946, in the event the lenders were to request such additional security in the form of cash payment.
4
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO FINANCIAL STATEMENTS
(UNAUDITED) JUNE 30, 2013 AND 2012
(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)
As of December 31, 2012, the Company was not in compliance with the leverage ratio required by its loans. In this respect, the Company entered into amendatory agreements with its lenders which waive the non-compliance of the leverage ratio covenant referred to above by increasing the relevant ratio for the period from December 31, 2012 through July 1, 2014 from 70% to 80%, establishing in this respect compliance as at December 31, 2012 and June 30, 2013. Following these amendatory agreements and because management concluded that it is not probable that the amended ratio will fail to be met at any next measurement dates within the following 12 months, the debt was not classified as current in the December 31, 2012 and June 30, 2013 consolidated balance sheet in accordance with ASC 470-10.
For one of its loan agreements under which an amount of $34,855 was outstanding at December 31, 2012, on February 28, 2013, the Company entered into an amendatory agreement with the lenders which waives the non-compliance of the Security Cover ratio for a period from December 11, 2012 through September 6, 2013, and of the leverage ratio covenant throughout 2013, re-establishing compliance as of the balance sheet date. According to this agreement, the Company made a prepayment of $5,050 on February 28, 2013 against the balloon installment due in September 2013 and agreed increased interest rate margins during the waiver period and remaining term of the loan, which expires on September 6, 2013. On September 11, 2013 the Company fully repaid the outstanding amount of $26,815. (Note 13(c)).
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. In this respect on April 16, 2012, the subsidiary entered into an amendatory agreement with the lenders which waived the non-compliance of the leverage ratio covenant referred to above for the period from December 31, 2011 through December 31, 2012. On April 8, 2013 the waiver period was extended to June 30, 2014 (inclusive).
The Companys liquidity requirements relate primarily to servicing its debt, funding the equity portion of investments in vessels and funding expected capital expenditure on dry-dockings and working capital. As of June 30, 2013, the Companys working capital (non-restricted net current assets), amounted to a deficit of $56.1 million ($51.1 million deficit at December 31, 2012). Net cash flow generated from operations is the Companys main source of liquidity whereas other management alternatives to ensure service of the Companys commitments include, but are not limited to the issuance of additional equity, re-negotiation of new-building commitments, utilization of suitable opportunities for asset sales, etc. Management believes, such alternatives along with current available cash holdings and cash expected to be generated from the operation of vessels, will be sufficient to meet the Companys liquidity and working capital needs for a reasonable period of time. The annual principal payments required to be made after June 30, 2013, excluding hull cover ratio shortfall of $40,665 discussed above, are as follows:
Period/Year |
Amount | |||
July to December 2013 |
58,667 | |||
2014 |
120,495 | |||
2015 |
174,842 | |||
2016 |
270,406 | |||
2017 |
182,805 | |||
2018 and thereafter |
631,436 | |||
|
|
|||
1,438,651 | ||||
|
|
5
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO FINANCIAL STATEMENTS
(UNAUDITED) JUNE 30, 2013 AND 2012
(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, |
|||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Interest expense |
10,329 | 13,389 | 20,597 | 25,176 | ||||||||||||
Less: Interest capitalized |
(373 | ) | (301 | ) | (1,119 | ) | (604 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Interest expense, net |
9,956 | 13,088 | 19,478 | 24,572 | ||||||||||||
Interest swap cash settlements non-hedging |
1,163 | 1,262 | 2,640 | 4,226 | ||||||||||||
Bunkers swap cash settlements |
(16 | ) | (589 | ) | (67 | ) | (1,405 | ) | ||||||||
Amortization of loan fees |
244 | 223 | 439 | 455 | ||||||||||||
Bank charges |
8 | 82 | 96 | 111 | ||||||||||||
Amortization of deferred loss on termination of financial instruments |
219 | 367 | 435 | 734 | ||||||||||||
Change in fair value of non-hedging financial instruments |
(1,180 | ) | 1,678 | (3,002 | ) | (2,284 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Net total |
10,394 | 16,111 | 20,019 | 26,409 | ||||||||||||
|
|
|
|
|
|
|
|
At June 30, 2013, the Company was committed to seven floating-to-fixed interest rate swaps with major financial institutions covering notional amounts aggregating to $407,614, maturing from October 2013 through March 2021 on which it pays fixed rates averaging 3.92% and receives floating rates based on the six-month London interbank offered rate (LIBOR) (Note 12).
At June 30, 2013, the Company held five of the seven interest rate swap agreements, designated and qualifying as cash flow hedges, in order to hedge its exposure to interest rate fluctuations associated with its debt covering notional amounts aggregating to $273,521. The fair value of such financial instruments as of June 30, 2013 and December 31, 2012 in aggregate amounted to $6,648 (negative) and $11,295 (negative), respectively. The estimated net amount of cash flow hedge losses at June 30, 2013 that is estimated to be reclassified into earnings within the next twelve months is $4,370.
At June 30, 2013 and 2012, the Company held two and three interest rate swaps respectively, that did not meet hedge accounting criteria. As such, the changes in their fair values during the first half of 2013 and 2012 have been included in change in fair value of non-hedging financial instruments in the table above, and amounted to $3,400 (positive) and $3,458 (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 ($596 at June 30, 2013), is being amortized to income over the term of the original hedge provided that the variable-rate interest obligations continue. The amount of such loss amortized during the quarters ended June 30, 2013 and 2012 was $219 and $367 respectively. The outstanding balance of $596 is expected to be fully amortized by March 2014.
At June 30, 2013 and December 31, 2012, 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, 2013 and December 31, 2012 was $292 (negative) and $105 (positive), respectively.
The changes in their fair values during the first half of 2013 and 2012 amounting to $398 (negative) and $1,174 (negative) respectively have been included in Change in fair value of non-hedging financial instruments in the table above, as such agreements do not meet the hedging criteria.
6
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO FINANCIAL STATEMENTS
(UNAUDITED) JUNE 30, 2013 AND 2012
(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)
8. | Stockholders Equity |
On May 10, 2013 the Company issued 2,000,000 Series B preferred shares for net proceeds of $48,251. The Series B preferred shares were issued for cash and pay cumulative quarterly dividends at a rate of 8% per annum from their date of issuance. At any time on or after July 30, 2018, the Series B preferred shares may be redeemed, at the option of the Company, in whole or in part at a redemption price of $25.00 per share plus unpaid dividends. If the Company fails to comply with certain covenants relating to the level of borrowings and net worth as these terms are defined in the applicable agreement, default on any of its credit facilities, fails to pay four quarterly dividends payable in arrears or if the Series B preferred shares are not redeemed at the option of the Company, in whole by July 30, 2019, the dividend rate payable on the Series B preferred shares increases quarterly, subject to an aggregate maximum rate per annum of 25% prior to July 30, 2018 and 30% thereafter, to a rate that is 1.25 times the dividend rate payable on the Series B preferred shares. The Series B preferred shares are not convertible into common shares and are not redeemable at the option of the holder. The initial dividend of $889 on the Series B preferred shares was paid on July 30, 2013.
During the six-month period ended June 30, 2013, the Company declared dividends on its common stock of $5,644 in aggregate of which $2,822 were paid on June 5, 2013 and $2,822 were paid on September 12, 2013 to shareholders of record as of September 9, 2013.
9. | Accumulated other comprehensive loss |
In the first half of 2013, Accumulated other comprehensive loss decreased with unrealized gains of $5,089 of which $4,709 (gain) resulted from changes in fair value of financial instruments, $435 related to losses which were amortized to income on the de-designation of one interest rate swap and a loss of $55 which resulted from changes in the fair value of marketable securities. 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, $734 related to losses which were amortized to income on the de-designation of one interest rate swap and $145 gains which resulted from changes in the fair value of marketable securities.
10. | Earnings/Loss 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, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Numerator |
||||||||||||||||
Net loss attributable to Tsakos Energy Navigation Limited |
(1,525 | ) | (5,699 | ) | (505 | ) | (14,504 | ) | ||||||||
Preferred share dividends |
(567 | ) | | (567 | ) | | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss attributable to common stockholders |
$ | (2,092 | ) | $ | (5,699 | ) | $ | (1,072 | ) | $ | (14,504 | ) | ||||
|
|
|
|
|
|
|
|
|||||||||
Denominator |
||||||||||||||||
Weighted average common shares outstanding |
56,443,237 | 54,341,534 | 56,443,237 | 50,275,135 | ||||||||||||
Dilutive effect of RSUs |
| | | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Weighted average common shares diluted |
56,443,237 | 54,341,534 | 56,443,237 | 50,275,135 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic loss per common share |
$ | (0.04 | ) | $ | (0.10 | ) | $ | (0.02 | ) | $ | (0.29 | ) | ||||
|
|
|
|
|
|
|
|
|||||||||
Diluted loss per common share |
$ | (0.04 | ) | $ | (0.10 | ) | $ | (0.02 | ) | $ | (0.29 | ) | ||||
|
|
|
|
|
|
|
|
7
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO FINANCIAL STATEMENTS
(UNAUDITED) JUNE 30, 2013 AND 2012
(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)
The RSUs as of June 30, 2013 and June 30, 2012 were nil and 84,500, which are considered anti-dilutive due to the loss from continuing operations and which have resulted in their exclusion from the computation of diluted earnings per common share.
11. | Commitments and Contingencies |
As at June 30, 2013, the Company had under construction one LNG carrier. On May 2, 2013, the Company signed an amendment agreement with the shipyard, by which the LNG carrier will be converted from 162,000cm to 174,000cm. Under the amended agreement, there is also an option to build a second similar vessel, with initial exercise expiry date July 2, 2013, extended to October 31, 2013 through an amended agreement signed on July 17, 2013, for an original contract price of $209.6 million. The final purchase price has yet to be determined and will reflect the agreed-upon changes in its specifications. As of June 30, 2013 the Company made progress payments of $36,498 and $15,650 were paid in July 2013. There are no further installments due in 2013. The schedule for the remaining payments is dependent on whether the Company exercises by October 31, 2013 its option for the construction of the additional LNG carrier, with expected delivery in the second half of 2016.
In addition, a shuttle tanker newbuilding had been ordered. However, the contract is being renegotiated with the shuttle tanker being cancelled and two alternative vessels being considered instead. The final aggregate contract price for the alternative constructions is expected to be similar to the original contract price of $88.0 million for the cancelled shuttle tanker. A first installment of $4.5 million had been paid in the first quarter of 2013 and this amount will remain as the first installment of whatever new constructions are decided upon. The remainder of the installment schedule has yet to be determined.
In the ordinary course of the shipping business, various claims and losses may arise from disputes with charterers, agents and other suppliers relating to the operations of the Companys vessels. Management believes that all such matters are either adequately covered by insurance or are not expected to have a material adverse effect on the Companys results from operations or financial condition.
Charters-out
The future minimum revenues of vessels in operation at June 30, 2013, before reduction for brokerage commissions, expected to be recognized on non-cancelable time charters are as follows:
Year |
Amount | |||
July to December 2013 |
116,061 | |||
2014 |
188,338 | |||
2015 |
129,164 | |||
2016 |
77,582 | |||
2017 to 2028 |
494,319 | |||
|
|
|||
Net minimum charter payments |
1,005,464 | |||
|
|
These amounts do not assume any off-hire.
12. | Financial Instruments |
(a) | Interest rate risk: The Companys interest rates and loan repayment terms are described in Notes 6 and 7. |
(b) | Concentration of credit risk: Financial Instruments consist principally of cash, trade accounts receivable, marketable securities, investments, and derivatives. The Company places its temporary cash investments, consisting mostly of deposits, and its marketable securities primarily with high credit qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions that are considered in the Companys investment strategy. The Company limits its credit risk with |
8
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO FINANCIAL STATEMENTS
(UNAUDITED) JUNE 30, 2013 AND 2012
(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)
accounts receivable by performing ongoing credit evaluations of its customers financial condition and generally does not require collateral for its accounts receivable and does not have any agreements to mitigate credit risk. The Company limits the exposure of non-performance by counterparties to derivative instruments by diversifying among counterparties with high credit ratings, and performing periodic evaluations of the relative credit standing of the counterparties. |
(c) | Fair value: The carrying amounts reflected in the accompanying Consolidated Balance Sheet of financial assets and accounts payable approximate their respective fair values due to the short maturity of these instruments. The fair value of long-term bank loans with variable interest rates approximate the recorded values, generally due to their variable interest rates. The present value of the future cash flows of the portion of one long-term bank loan with a fixed interest rate is estimated to be approximately $56,393 as compared to its carrying amount of $58,521 (Note 6). The fair value of the long term investment equates to the amount that would be received by the Company in the event of sale of that investment. |
The fair values of the one long-term bank loan with a fixed interest rate, the interest rate swap agreements, and bunker swap agreements discussed in Note 7 above and marketable securities discussed in Note 3 above are determined through Level 2 of the fair value hierarchy as defined in FASB guidance for Fair Value Measurements and are derived principally from or corroborated by observable market data, interest rates, yield curves and other items that allow value to be determined. The fair value of the investment is determined through Level 3 of the fair value hierarchy as defined in FASB guidance for Fair Value Measurements and is determined by the Companys own data.
The fair value of the impaired, at December 31, 2012, vessel Millennium, was determined through Level 2 of the fair value hierarchy as defined in FASB guidance for Fair Value Measurements and was determined by management taking into consideration valuations from independent marine valuers based on observable data such as sale of comparable assets.
The estimated fair values of the Companys financial instruments, other than derivatives at June 30, 2013 and December 31, 2012, are as follows:
Carrying Amount June 30, 2013 |
Fair Value June 30, 2013 |
Carrying Amount December 31, 2012 |
Fair Value December 31, 2012 |
|||||||||||||
Financial assets/(liabilities) |
||||||||||||||||
Cash and cash equivalents |
141,119 | 141,119 | 144,297 | 144,297 | ||||||||||||
Restricted cash |
5,790 | 5,790 | 16,192 | 16,192 | ||||||||||||
Marketable securities |
1,609 | 1,609 | 1,664 | 1,664 | ||||||||||||
Investments |
1,000 | 1,000 | 1,000 | 1,000 | ||||||||||||
Debt |
(1,438,651 | ) | (1,436,523 | ) | (1,442,427 | ) | (1,441,108 | ) |
Tabular Disclosure of Derivatives Location
Derivatives are recorded in the balance sheet on a net basis by counterparty when a legal right of setoff exists. The following tables present information with respect to the fair values of derivatives reflected in the balance sheet on a gross basis by transaction. The tables also present information with respect to gains and losses on derivative positions reflected in the consolidated statement of operations or in the balance sheet, as a component of Accumulated other comprehensive loss.
9
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO FINANCIAL STATEMENTS
(UNAUDITED) JUNE 30, 2013 AND 2012
(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)
Fair Value of Derivative Instruments
Asset Derivatives | Liability Derivatives | |||||||||||||||||
June 30, 2013 |
December 31, 2012 |
June 30, 2013 |
December 31, 2012 |
|||||||||||||||
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 |
| | 4,894 | 6,824 | |||||||||||||
Financial instruments - Fair value, net of current portion |
835 | | 2,588 | 4,471 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Subtotal |
835 | | 7,482 | 11,295 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Derivatives not designated as hedging instruments |
||||||||||||||||||
Interest rate swaps |
Current portion of financial instruments - Fair value |
| | 4,329 | 6,314 | |||||||||||||
Financial instruments - Fair value, net of current portion |
| | 3,476 | 4,890 | ||||||||||||||
Bunker swaps |
Current portion of financial instruments - Fair value |
| 60 | 196 | | |||||||||||||
Financial instruments-Fair value, net of current portion |
| 45 | 96 | | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Subtotal |
| 105 | 8,097 | 11,204 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total derivatives |
835 | 105 | 15,579 | 22,499 | ||||||||||||||
|
|
|
|
|
|
|
|
Derivatives designated as Hedging Instruments-Net effect on the Statement of Comprehensive Income/(loss) and Statement of Operations
Gain (Loss) Recognized in Accumulated OCI on Derivative (Effective Portion) |
||||||||||||||||
Derivative |
Amount Three months ended June 30, |
Amount Six months ended June 30, |
||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Interest rate swaps |
(229 | ) | (1,015 | ) | (437 | ) | (1,828 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
(229 | ) | (1,015 | ) | (437 | ) | (1,828 | ) | ||||||||
|
|
|
|
|
|
|
|
Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) |
||||||||||||||||||
Derivative |
Location |
Amount Three months ended June 30, |
Amount Six months ended June 30, |
|||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||
Interest rate swaps |
Depreciation expense |
(38 | ) | (31 | ) | (67 | ) | (60 | ) | |||||||||
Interest rate swaps |
Interest and finance costs, net |
(3,689 | ) | (6,212 | ) | (5,513 | ) | (11,136 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total |
(3,727 | ) | (6,243 | ) | (5,580 | ) | (11,196 | ) | ||||||||||
|
|
|
|
|
|
|
|
Derivatives Not Designated as Hedging InstrumentsNet effect on the Statement of Operations
Gain (Loss) Recognized on Derivative |
||||||||||||||||||
Derivative |
Location |
Amount Three months ended June 30, |
Amount Six months ended June 30, |
|||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||
Interest rate swaps |
Interest and finance costs, net |
457 | (1,085 | ) | 760 | (768 | ) | |||||||||||
Bunker swaps |
Interest and finance costs, net |
(423 | ) | (1,267 | ) | (331 | ) | 231 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total |
34 | (2,352 | ) | 429 | (537 | ) | ||||||||||||
|
|
|
|
|
|
|
|
10
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO FINANCIAL STATEMENTS
(UNAUDITED) JUNE 30, 2013 AND 2012
(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)
The accumulated loss from Derivatives designated as Hedging instruments recognized in Accumulated Other comprehensive Income/(Loss) as of June 30, 2013 and December 31, 2012 was $9,752 and $14,895 respectively.
The following tables summarize the fair values for assets and liabilities measured on a recurring basis as of June 30, 2013 and December 31, 2012 using level 2 inputs (significant other observable inputs):
Recurring measurements |
June 30, 2013 | December 31, 2012 | ||||||
Interest rate swaps |
(14,452 | ) | (22,499 | ) | ||||
Marketable Securities |
1,609 | 1,664 | ||||||
Bunker swaps |
(292 | ) | 105 | |||||
|
|
|
|
|||||
(13,135 | ) | (20,730 | ) | |||||
|
|
|
|
The following table presents the fair values of items measured at fair value on a nonrecurring basis for the period ended June 30, 2013 and year ended December 31, 2012, using Level 2 (significant other observable) inputs, respectively.
Nonrecurring basis |
June 30, 2013 | December 31, 2012 | ||||||
Vessels |
$ | | $ | 28,586 | ||||
|
|
|
|
|||||
$ | | $ | 28,586 | |||||
|
|
|
|
13. | Subsequent Events |
(a) | On July 17, 2013 it was announced that the Board of Directors declared the first dividend of $0.44444 per share of its 8% Series B Cumulative Redeemable Perpetual Preferred Shares, for the period from the original issuance of the Series B Preferred Shares on May 10, 2013 through July 29, 2013. The dividend was paid on July 30, 2013 to all holders of record of Series B Preferred Shares as of July 29, 2013. |
(b) | On August 8, 2013 the Company entered into a distribution agency agreement with a leading investment bank as manager, providing for the offer and sale from time to time of up to 4,000,000 common shares of the Company, par value $1.00 per share, at market prices. As of September 18, 2013 the Company sold 481,804 common shares under this agreement for net proceeds of $2,295. |
(c) | On September 11, 2013 the Company fully repaid the outstanding balance of one of its loan facilities amounting to $26,815, used for the financing of Sakura Princess and other vessels sold in previous years and drew-down $18,000 on a new term bank loan, arranged on September 9, 2013, for the re-financing of Sakura Princess. |
11
Exhibit 99.2
TSAKOS ENERGY NAVIGATION LIMITED
THREE AND SIX MONTHS ENDED JUNE 30, 2013
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, 2013 and 2012:
2013 | 2012 | |||||||||||||||
$ million |
% of total |
$ million |
% of total |
|||||||||||||
Time charter-fixed rate |
31.9 | 30 | % | 25.0 | 25 | % | ||||||||||
Time charter-variable rate (profit-share) |
17.2 | 16 | % | 25.6 | 26 | % | ||||||||||
Time charter-bareboat |
2.3 | 2 | % | 2.3 | 2 | % | ||||||||||
Voyage charter-spot market |
55.6 | 51 | % | 39.1 | 40 | % | ||||||||||
Voyage charter-contract of affreightment |
| 0 | % | | 0 | % | ||||||||||
Pool arrangement |
1.0 | 1 | % | 7.0 | 7 | % | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total voyage revenue |
108.1 | 100 | % | 99.0 | 100 | % | ||||||||||
|
|
|
|
|
|
|
|
Voyage revenue earned for the six months ended June 30, 2013 and 2012:
2013 | 2012 | |||||||||||||||
$ million |
% of total |
$ million |
% of total |
|||||||||||||
Time charter-fixed rate |
61.7 | 29 | % | 44.3 | 22 | % | ||||||||||
Time charter-variable rate (profit-share) |
36.2 | 18 | % | 49.8 | 25 | % | ||||||||||
Time charter-bareboat |
4.6 | 2 | % | 4.6 | 2 | % | ||||||||||
Voyage charter-spot market |
99.9 | 49 | % | 89.6 | 45 | % | ||||||||||
Voyage charter-contract of affreightment |
| 0 | % | | 0 | % | ||||||||||
Pool arrangement |
3.4 | 2 | % | 13.0 | 6 | % | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total voyage revenue |
205.8 | 100 | % | 201.3 | 100 | % | ||||||||||
|
|
|
|
|
|
|
|
Voyage revenue earned during the three months ended June 30, 2013 was $108.1 million, or 9.1% more than the $99.0 million in the three months ended June 30, 2012. The increase was mostly due to the contribution of the new shuttle tankers, which started their 15-year charters in May and June 2013 respectively. The full income generating ability of these two vessels will begin to appear from the third quarter 2013.
During the second quarter of 2013, the Company operated on average 47.8 vessels compared to 48.0 vessels in the second quarter of 2012. 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 97.9% compared to 96.1% (or 98.2% excluding La Prudencia, which was classified as held for sale), in the second quarter of 2012. The days lost in the second quarter of 2013 relate to the drydocking of panamaxes Maya, Inca and Selecao, a repositioning voyage on handymax Ariadne and off-hire days on Antarctic. 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. Operating days on pure time-charter without profit share increased by 332 days or 27.2% between the two second quarters, and the amount of revenue earned on such charters increased accordingly by 27.0%. There was a 33.6% decrease in the number of days utilized in profit-share arrangements which totaled 967 compared to 1,456 in the second quarter of 2012, while revenue earned in profit sharing arrangements decreased by 33.0%, in line with the decrease in days, rates earned being at the same levels as in prior years second quarter. The number of days in the second quarter of 2013 that vessels were employed on spot and pool voyages increased to 1,732 from 1,521 in the second quarter of 2012, with a commensurate increase in total revenue earned for these two categories.
The market was weak for both the second quarter of 2013 and 2012 and rates for most sectors were not significantly different from those of the second quarter of 2012. This was offset by higher product carrier rates and the partial period contribution provided by the new shuttle tankers.
During the six months ended June 30, 2013, voyage revenue increased by $4.5 million, or 2.2%, compared to revenue achieved in the six months ended June 30, 2012. This was due to improved rates in product carriers, the higher rate earned on the LNG carrier and the introduction of the two DP2 shuttle tankers offset by a decrease in our crude carriers rates. For the first six months of 2013, on average 47.0 vessels were operated compared to 48.0 in the first six months of 2012. Since the end of the second quarter of 2012 to June 30, 2013, the Company has sold the VLCCs La Madrina and La Prudencia and has taken delivery of the DP2 suezmax shuttle tankers Rio 2016 and Brasil 2014. For the six month periods the utilization achieved was 97.9% in 2013 and 95.4% (97.4% excluding La Prudencia which was held for sale) in 2012. Apart from the lost days of the second quarter, the six month period of 2013 also includes lost days on the dry-docking of Triathlon and repositioning voyages of a few other vessels which changed employment.
The average daily revenue per vessel for the second quarter of 2013, after deducting voyage expenses (time charter equivalent or TCE, see definition below) was $18,007 per day compared to $17,714 per day for the previous years second quarter. Average daily TCE rate earned for the three and six month periods ended June 30, 2013 and 2012 were:
Three months ended June 30, |
Six months ended June 30, |
|||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
$ | $ | $ | $ | |||||||||||||
LNG carrier |
80,500 | 80,500 | 80,500 | 62,946 | ||||||||||||
VLCC |
35,500 | 31,407 | 35,500 | 27,553 | ||||||||||||
Suezmax |
19,190 | 21,981 | 19,338 | 21,921 | ||||||||||||
DP2 Suezmax |
30,862 | | 29,108 | | ||||||||||||
Aframax |
13,764 | 13,335 | 14,376 | 15,750 | ||||||||||||
Panamax |
14,660 | 15,578 | 14,706 | 15,328 | ||||||||||||
Handymax |
14,244 | 12,866 | 14,323 | 12,587 | ||||||||||||
Handysize |
14,622 | 13,079 | 16,071 | 13,162 |
TCE is calculated by taking voyage revenue less voyage costs divided by the number of operating days. We do not deduct commission, as commission is payable on all types of charter. In the case of the bare-boat charter, we add an estimate of operating expenses of $10,000 per day in order to render the bare-boat charter comparable to a time-charter.
Time charter equivalent revenue and TCE rate are not measures of financial performance under U.S. GAAP and may not be comparable to similarly titled measures of other companies. However, TCE is a standard shipping industry performance measure used primarily to compare period-to-period changes in 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, |
|||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Voyage revenues |
$ | 108,091 | $ | 99,046 | $ | 205,785 | $ | 201,276 | ||||||||
Less: Voyage Expenses |
(32,417 | ) | (25,576 | ) | (56,944 | ) | (57,888 | ) | ||||||||
Add: Representative operating expenses for bareboat charter ($10,000 daily) |
910 | 910 | 1,810 | 1,820 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Time charter equivalent revenues |
$ | 76,584 | $ | 74,380 | $ | 150,651 | $ | 145,208 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Divided by: net earnings (operating) days |
4,253 | 4,199 | 8,328 | 8,334 | ||||||||||||
Average TCE per vessel per day |
$ | 18,007 | $ | 17,714 | $ | 18,090 | $ | 17,424 |
Commissions
Commissions amounted to $4.1 million, or 3.8% of voyage revenue, during the quarter ended June 30, 2013, compared to $1.5 million, or 1.5% of voyage revenue, for the quarter ended June 30, 2012. For the six month period ended June 30, 2013, commissions amounted to $7.9 million or 3.8% of voyage revenue compared to $5.2 million or 2.6% of voyage revenue in the corresponding period of 2012. The overall increase in both periods was primarily due to a positive correction, in the second quarter of 2012, of amounts accrued, accumulated over several years, no longer considered payable.
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, 2013 and 2012:
Voyage expenses | Average daily voyage expenses per relevant vessel |
|||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||
$ million |
$ million |
increase/ (decrease) |
$ | $ | increase/ (decrease) |
|||||||||||||||||||
Bunker expenses |
21.6 | 18.5 | 16.8 | % | 13,174 | 18,340 | (28.2 | )% | ||||||||||||||||
Port and other expenses |
10.8 | 7.1 | 52.7 | % | 6,580 | 7,008 | (6.1 | )% | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
32.4 | 25.6 | 26.7 | % | 19,754 | 25,348 | (23.1 | )% | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Voyage expenses for the six months ended June 30, 2013 and 2012:
Voyage expenses | Average daily voyage expenses per relevant vessel |
|||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||
$ million |
$ million |
increase/ (decrease) |
$ | $ | increase/ (decrease) |
|||||||||||||||||||
Bunker expenses |
38.8 | 41.1 | (5.6 | )% | 13,290 | 19,420 | (31.5 | )% | ||||||||||||||||
Port and other expenses |
18.1 | 16.8 | 8.0 | % | 6,204 | 7,925 | (21.7 | )% | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
56.9 | 57.9 | (1.6 | )% | 19,494 | 27,345 | (28.7 | )% | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
The amount of voyage expenses is highly dependent on the voyage patterns followed. Part of the change between quarters can generally be explained by changes in the total operating days the fleet operated on spot charter. Voyage expenses were $32.4 million during the quarter ended June 30, 2013, compared to $25.6 million during the prior years second quarter, a 26.7% increase. The number of days that the vessels were employed on spot in the second quarter of 2013 was 1,641 compared to 995 in the prior years second quarter, a 64.9% increase. In the first six months of 2013, there was a 38.9% increase, from 2,103 days in the first six months of 2012 to 2,921 days in the first six months of 2013. The increase in bunkering expenses between the second quarter of 2013 and 2012 is mainly due to the increased number of days the fleet operated in types of employment bearing voyage expenses, offset by a decrease of 10.7% in the bunker prices paid. For the six month periods, the volume of the bunkers consumed was significantly higher in the first half of 2013 than in the first half of 2012, for the same reasons discussed above, offset by the decrease of bunker prices paid by 10.5% between the corresponding six month periods. Port and other expenses increased by 52.7% between the three month periods due to the increased number of days the vessels operated in spot and higher prices paid in the various ports visited. For the six months period port and other expenses increased by only 8.0%, for similar reasons, but offset by the absence of the two VLCCs which were sold at the end of 2012.
Vessel operating expenses
Operating expenses for the three months ending June 30, 2013 and 2012:
Operating expenses | Average daily operating expenses per vessel |
|||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||
$ million |
$ million |
increase/ (decrease) |
$ | $ | increase/ (decrease) |
|||||||||||||||||||
Crew expenses |
19.5 | 17.9 | 8.8 | % | 4,589 | 4,196 | 9.4 | % | ||||||||||||||||
Insurances |
3.8 | 4.1 | (6.2 | )% | 896 | 951 | (5.7 | )% | ||||||||||||||||
Repairs and maintenance, and spares |
3.5 | 4.6 | (23.7 | )% | 820 | 1,069 | (23.3 | )% | ||||||||||||||||
Stores |
2.2 | 1.5 | 47.2 | % | 522 | 353 | 47.9 | % | ||||||||||||||||
Lubricants |
1.1 | 1.5 | (28.9 | )% | 249 | 349 | (28.5 | )% | ||||||||||||||||
Other (quality and safety, taxes, registration fees, communications) |
2.8 | 2.5 | 10.9 | % | 652 | 587 | 11.1 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
32.9 | 32.1 | 2.5 | % | 7,728 | 7,505 | 3.0 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Earnings capacity days excluding vessel on bare-boat charter |
|
4,255 | 4,277 |
Operating expenses for the six months ending June 30, 2013 and 2012:
Operating expenses | Average daily operating expenses per vessel |
|||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||
$ million |
$ million |
increase/ (decrease) |
$ | $ | increase/ (decrease) |
|||||||||||||||||||
Crew expenses |
37.8 | 37.0 | 2.0 | % | 4,535 | 4,327 | 4.8 | % | ||||||||||||||||
Insurances |
6.9 | 7.7 | (10.8 | )% | 828 | 904 | (8.4 | )% | ||||||||||||||||
Repairs and maintenance, and spares |
7.5 | 10.0 | (25.6 | )% | 896 | 1,173 | (23.6 | )% | ||||||||||||||||
Stores |
4.3 | 3.5 | 23.6 | % | 522 | 412 | 27.0 | % | ||||||||||||||||
Lubricants |
2.6 | 3.2 | (17.6 | )% | 313 | 370 | (15.4 | )% | ||||||||||||||||
Other (quality and safety, taxes, registration fees, communications) |
5.1 | 6.1 | (16.5 | )% | 616 | 721 | 14.6 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total operating expenses |
64.2 | 67.7 | (5.1 | )% | 7,710 | 7,906 | (2.5 | )% | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Earnings capacity days excluding vessel on bare-boat charter |
|
8,326 | 8,554 |
Vessel operating expenses include crew expenses, insurance, 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, decreased marginally by 22 days or 0.5% and for the six month period ended June 30, 2013, decreased by 228 days or 2.7%. As a percentage of voyage revenues, operating expenses were 30.4% in the second quarter of 2013 and 32.4% in the second quarter of 2012. In the six month periods operating expenses as a percentage of voyage revenues were 31.2% in the first six months of 2013 and 33.6% in the first six months of 2012.
Repairs, spares and maintenance expenses were lower by 23.7% in the second quarter of 2013 compared to the second quarter of 2012. In both quarters there were three vessels undergoing dry-docking, Selecao, Maya and Inca (which finished in the third quarter of 2013) and Izumo Princess, Aegeas and Byzantion in the second quarter of 2012. Two of the three dry-dockings in the second quarter of 2013 were performed in Panama incurring lower non-deferrable repair costs compared to the costs incurred in European yards for all the three dry-dockings in the second quarter of 2012. In the first half of 2013, repairs and maintenance expenses were significantly lower 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, compared to only one dry-docking in the first quarter of 2013.
There was an 1.8% weakening of the U.S. dollar in the second quarter of 2013 compared to the second quarter of 2012, and an 1.2% weakening of the U.S. dollar between the equivalent six month periods. This slight depreciation mainly impacted crew costs, as over 50% of crew expenses, relating mainly to Greek officers, are denominated in Euro. However the impact of the exchange rate movement was largely offset as crew expenses were increased due to payment of extra bonuses to crew members. The depreciation of U.S. dollar also impacted repairs, spares, stores and maintenance expenses as approximately a third of those expenses was paid in Euro. Apart from the slight depreciation of the U.S. dollar the main reason for the increase of stores in both the three and six months periods was the building up of vessels required stores. Other operating expenses were lower in the first six months of 2013 compared to the equivalent period of 2012, as a result of decreased security and protection expenses against piracy, depending on the trading routes.
Vessel operating expenses per vessel per day have fallen from an average of $7,906 for the six months ended June 30, 2012, to $7,710 for the six months ended June 30, 2013. 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 $23.9 million during the quarter ended June 30, 2013 compared to $23.7 million during the quarter ended June 30, 2012, an increase of 1.0%. For the first six months of 2013, depreciation was $46.2 million compared to $47.4 million in the first six months of 2012, a 2.5% decrease. This was primarily due to the reassessment of the residual value of the vessels. Effective October 1, 2012, the estimated scrap value per light weight ton (LWT) was increased to $390 from $300. Managements estimate was based on the average demolition prices prevailing in the market during the last ten years for which historical data were available. The decrease in quarterly depreciation expense is expected at approximately $0.95 million per quarter based on the Companys fleet as at the year ended December 31, 2012.
Amortization of deferred charges
During both the second quarters of 2013 and 2012, amortization of deferred dry-docking charges was $1.2 million. For the six month period ended June 30, 2013 and 2012, amortization of deferred charges was $2.4 million and $2.3 million respectively. 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
Our tests did not indicate that an impairment charge was required for any particular vessel at June 30, 2013. At December 31, 2012, it was determined that the carrying value of the VLCC tanker Millennium was in excess of its estimated fair market value and that the vessel would not generate adequate cash flow over its expected remaining life in excess of its carrying value. As a result, its carrying value was reduced to fair market at December 31, 2012. Tests performed in the first six months of 2013 did not indicate any need for further impairment charge.
Management fees
Management fees totaled $3.9 million during the quarter ended June 30, 2013, compared to $4.0 million for the quarter ended June 30, 2012, a 2.0% decrease. For the six months ended June 30, 2013, management fees were $7.8 million compared to $8.0 million in the first half of 2012, a 1.7% decrease. In both periods the decrease is due to the reduction of the average fleet size, with the impact of the new shuttle tankers offsetting the departure of the VLCCs since the second quarter of last year.
The Company pays to Tsakos Energy Management Ltd. fixed fees per vessel under a management agreement between the companies. The fee pays for services that cover both the management of the individual vessels and of the enterprise as a whole. According to the amended management agreement (from January 2007), there is a prorated adjustment if at beginning of the year the Euro has appreciated by 10% or more against the U.S. Dollar since January 1, 2007, and an increase each year by a percentage figure reflecting 12 month Euribor, if both parties agree.
In the first six months of 2013 and 2012, all the fleet apart from the LNG carrier is managed by TCM. Since January 1, 2012, monthly fees for operating vessels were $27,500 per month. The monthly fee relating to chartered-in or chartered out on a bareboat basis or for vessels under construction was $20,400. In the first quarter of 2012 Management fees for the LNG carrier were $32,000 per month of which $7,000 were paid to the Management Company and $25,000 to a third party manager. From April 1, 2012 management fees for the LNG carrier are $35,000 of which $10,000 was paid to the Management Company and $25,000 to the third party manager. Management fees for the DP2 suezmax shuttle tankers are $35,000 per month and applied from the delivery of the vessels. Fees paid relating to vessels under construction are capitalized as part of the vessels costs.
General and administrative expenses
General and administrative expenses consist primarily of professional fees, office supplies, investor relations, advertising costs, directors liability insurance, directors fees and travel-related expenses. General and administrative expenses were $1.0 million during both quarters ended June 30, 2013 and 2012. For the six months ended June 30, 2013, general and administrative expenses were $2.1 million compared to $1.8 million during the previous years first six months, an increase of 17.8% mainly due to increased professional fees.
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 $1,116 for the second quarter of 2013, compared to $1,129 in the second quarter of 2012. The decrease is due to increased general and administrative expenses, offset by the decreased management fees. For the respective sixth month periods, the daily overhead per vessel was $1,167 and $1,135.
Stock compensation expense
In the first six months of 2013, there was no stock compensation expense as the last outstanding RSUs vested in the second quarter of 2012. The compensation expense in the first six months of 2012 amounted to $0.2 million. The amortization charge for RSUs awarded to directors, officers and seafarers is based on their fair value which is based on the Companys share price on issuance of the RSUs. For non-employees, the amortization rate is based on the share price at the vesting date and therefore the valuation is adjusted quarterly in line with movements in the share price until the vesting date.
Gain/(loss) on sale of vessels
There were no sales of vessels in the first six months of 2013 and 2012.
Operating income/(loss)
Income from vessel operations was $8.6 million during the second quarter of 2013, compared to $10.1 million during the second quarter of 2012. During the first half of 2013, income from vessel operations was $18.3 million, compared to $11.1 million during the first half of 2012, representing a 64.7% increase.
Interest and finance costs
Three months ended June 30, |
Six months ended June 30, |
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2013 | 2012 | 2013 | 2012 | |||||||||||||
Interest expense |
10.3 | 13.4 | 20.6 | 25.2 | ||||||||||||
Less: Interest capitalized |
(0.3 | ) | (0.3 | ) | (1.1 | ) | (0.6 | ) | ||||||||
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Interest expense, net |
10.0 | 13.1 | 19.5 | 24.6 | ||||||||||||
Interest swap cash settlements non-hedging |
1.2 | 1.2 | 2.6 | 4.2 | ||||||||||||
Bunkers swap cash settlements |
(0.02 | ) | (0.6 | ) | (0.1 | ) | (1.4 | ) | ||||||||
Bank charges |
0.01 | 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 |
0.2 | 0.4 | 0.4 | 0.7 | ||||||||||||
Change in fair value of non-hedging interest rate swaps |
(1.6 | ) | (0.2 | ) | (3.4 | ) | (3.5 | ) | ||||||||
Change in fair value of non-hedging bunker swaps |
0.4 | 1.9 | 0.4 | 1.2 | ||||||||||||
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Net total |
10.4 | 16.1 | 20.0 | 26.4 | ||||||||||||
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Interest and finance costs were $10.4 million for the second quarter of 2013, compared to $16.1 million for the quarter ended June 30, 2012, a 35.5% decrease. Loan interest (excluding the impact of interest rate swaps) in the second quarter 2013 increased by 17.3% to $8.7 million from $7.4 million in the second quarter of 2012. The average balance of outstanding debt was approximately $1,448 million for the second quarter of 2013 compared to $1,491 million for the previous years second quarter and the average loan interest rate increased to 2.4% from 2.0% during the second quarter of 2012. The increase in loan interest is mainly due to the increased margins agreed with the lending banks following waivers for certain loan covenants obtained in April 2013, effective from December 31, 2012. Interest paid on hedging and non-hedging interest rate swaps amounted to $3.6 million in the second quarter 2013 compared to $7.2 million in the second quarter of 2012, due to the expiry of seven interest rate swaps since the second quarter of 2012. As a result, the average all-in loan finance cost in the second quarter of 2013, taking account of net swap interest paid on hedging and non-hedging interest rate swaps, was 3.1% compared to 3.9% in the previous years second quarter.
For the six months ended June 30, 2013, interest and finance costs were $20.0 million compared to $26.4 million for the six months ended June 30, 2012, a 24.2% decrease. Loan interest increased to $17.5 million in the six months ended June 30, 2013 from $14.5 million in the six months ended June 30, 2012 due the margin increases discussed above. However, interest paid on hedging and non-hedging swaps decreased to $5.5 million in the six months ended June 30, 2013 from $14.9 million in the prior year first six months due to the expiry of seven swaps in the second half of 2012.
There was a non-cash positive net movement of $1.6 million in the fair value (mark-to-market) of the non-hedging interest rate swaps in the second quarter of 2013, compared to a positive movement of $0.2 million in the second quarter of 2012. In the six months ended June 30, 2013, there was a positive movement of $3.4 million compared to a positive movement of $3.5 million for the first six months of 2012. 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 $0.2 million in the second quarter of 2013 and $0.4 million in the second quarter of 2012. In the first half of 2013 amortization of deferred loss on the de-designated swap amounted to $0.4 million compared to $0.7 million in the first six months of 2012.
Also in the second quarter of 2013, there was a negative non-cash movement of $0.4 million on bunkers swaps, which do not qualify as hedging instruments, and an actual receipt of $0.02 million on these swaps. In the second quarter of 2012, there was a negative movement of $1.9 million on these swaps and $0.6 million of cash was received. For the six months to June 30, 2013, cash received amounted to $0.1 million ($1.4 million in the corresponding 2012 period) and valuation movements amounted to a negative $0.4 million compared to an also negative $1.2 million in the first six months of 2012.
Capitalized interest is based on expenditure incurred to date on vessels under construction. In both the second quarters of 2013 and 2012, capitalized interest was $0.3 million. For the first six months of
2013 and 2012, capitalized interest was $1.1 million and $0.6 million, respectively. The increase is due to the large installments made on the two DP2 suezmax shuttle tankers Rio 2016 and Brasil 2014 which were delivered in the first and second quarter of 2013 respectively.
Amortization of loan expenses amounted to $0.2 million in both the second quarters of 2013 and 2012.
Interest income
Total income derived from bank deposits was $0.1 million during the second quarter of 2013 and $0.4 million during the quarter ended June 30, 2012. For the six month periods, 2013 and 2012, $0.2 million and $0.9 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. Loss attributable to the non-controlling interest in the second quarter of 2013 amounted to $0.8 million compared to income of $0.04 million in the second quarter of 2012. For the six months ended June 30, 2013, loss attributable to the non-controlling interest amounted to $0.7 million compared to $0.1 million income in the first six months of 2012. The loss in the three and six month periods of 2013 is attributed to the scheduled special survey of Maya within the second quarter of 2013 and the beginning of the special survey of Inca which finished in the third quarter of 2013.
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, 2013 was $1.5 million, or $0.04 per diluted share, versus a net loss of $5.7 million, or $0.10 per diluted share, for the quarter ended June 30, 2012. The net loss attributable to Tsakos Energy Navigation Limited for the six months ended June 30, 2013 was $0.5 million, or $0.02 per diluted share, taking into account the cumulative, non declared, as of June 30, 2013, dividend of $0.6 million on our preferred stock versus $14.5 million net loss, or $0.29 per diluted share, for the six months ended June 30, 2012.
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 commitments, other expected capital expenditure on dry-dockings and vessel acquisitions will require us to expend cash in 2013 and in future years. Net cash flow generated by operations is the main source of liquidity. Apart from the possibility of issuing further equity, additional sources of cash include proceeds from asset sales and borrowings, although all borrowing arrangements to date have specifically related to the acquisition of vessels.
We believe, given our current cash holdings and the number of vessels we have on time charter, that if market conditions remain relatively stable throughout the remainder of 2013, our financial resources, including the cash expected to be generated within the year, will be sufficient to meet our liquidity and working capital needs through June 30, 2014, taking into account our existing capital commitments and debt service requirements. If market conditions worsen significantly, then our cash resources may decline to a level that may put at risk our ability to timely service our debt and capital expenditure commitments. In order to avoid such an eventuality, management would expect to be able to raise extra capital through the alternative sources described above.
Working capital (non-restricted net current assets) has turned to a negative of $56.1 million at June 30, 2013, compared to a positive of $15.8 million as at June 30, 2012. Non-restricted cash balances at June 30, 2013 were $141.1 million compared to $212.7 million at June 30, 2012.
Net cash provided by operating activities was $32.8 million in the quarter ended June 30, 2013, compared to $16.4 million in the previous years second quarter. For the six month respective periods, net cash from operating activities was $72.6 million in 2013, compared to $34.6 million in the first six months of 2012.
Expenditure incurred for dry-dockings and special 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 2013, an amount of $1.7 million was paid on the dry-docking of Selecao, Maya and Inca, while payments of $1.0 million were made on the drydockings of Aegeas and Byzantion, in the second quarter of 2012. For the six months periods, $2.8 million was paid in 2013 compared to $4.6 million in the previous years first six months.
Net cash used in investing activities was $69.0 million for the quarter ended June 30, 2013, and $1.6 million for the quarter ended June 30, 2012. In the second quarter of 2013, net funds for acquisitions and improvements on existing vessels amounted to $53.2 million relating to the acquisition of Brasil 2014, while $1.0 million was paid in the prior second quarter of 2012, relating to improvements on existing vessels. Another $49.3 million was paid in the first quarter of 2013 for the acquisition of Rio 2016 and $1.8 million was paid in the first half of 2013 for additions and improvements to existing vessels.
In the second quarter of 2013, advances for vessels under construction amounted to $15.9 million compared to $0.6 million in the second quarter of 2012. For the six month period, such advances amounted to $20.6 million in 2013 and $1.0 million in 2012. There was one LNG carrier on order as at June 30, 2013 and three vessels on order as at June 30, 2012. The contract for the LNG has been renegotiated in terms of specifications and timing. Its expected delivery will be in the first quarter of 2016 and its final purchase price has yet to be determined and will reflect the agreed-upon changes in its specifications. In the first six months of 2013, we had made progress payments of $15.5 million. There is no further installment due in 2013. The schedule for the remaining payments is dependent on whether we exercise by October 31, 2013 an option we have with the shipyard for the construction of an additional LNG carrier with expected delivery in 2016. At June 30, 2013 there is also an order for a shuttle tanker which is currently being renegotiated, with the shuttle tanker being cancelled and two alternative vessels being considered instead. The final aggregate contract price for the alternative constructions is expected to be similar to the original contract price of $88.0 million for the cancelled shuttle tanker. A first installment of $4.5 million has been paid in the first quarter of 2013 and this amount will remain as the first installment of whatever new constructions are decided upon. The remainder of the installment schedule has yet to be determined.
Net cash provided by financing activities was $44.9 million in the quarter ended June 30, 2013, compared to $12.3 million during the quarter ended June 30, 2012. Net cash provided by financing activities was $51.5 million in the six months ended June 30, 2013, compared to $4.8 million during the six months ended June 30, 2012. In the second quarter of 2013, $46.0 million of new debt was drawn down for the acquisition of the DP2 shuttle tanker Brasil 2014, while no new debt was drawn down in the second quarter of 2012. Payments of long term debt amounted to $44.1 million in the second quarter of 2013, while 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 a subsidiarys loans.
On May 2, 2013, the Company completed an offering of 2,000,000 of 8% cumulative redeemable perpetual preferred shares, par value $1.00 per share and liquidation preference $25.00 per share. The net proceeds from the sale of these shares, after deducting underwriting discounts and expenses were $48.3 million. The Company plans to use the net proceeds of the offering for general corporate purposes, which may include making vessel acquisitions or investments. The Company paid its first dividend of $0.9 million on those shares on July 30, 2013.
Total debt outstanding increased slightly from $1,437 million at the beginning of the second quarter of 2013 to $1,439 million at the end of the quarter. The debt to capital (equity plus debt) ratio was 59.7% at June 30, 2013 (or 57.0% on a net of cash basis). In the second quarter of 2013 a new interest rate swap has been arranged as a cash flow hedge for the future cash flows related to one of its term bank loans. The new swap will be effective from March 2015. Interest rate swap coverage on outstanding loans at June 30, 2013 was approximately 23.9%.
Quarterly dividends of $0.05 per common share were paid on June 5, 2013 amounting to $2.8 million. On May 24, 2013, the Company declared a $0.05 per common share dividend payable on September 12, 2013 to common stockholders of record on September 9, 2013. 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.
Exhibit 99.3
CAPITALIZATION
The following table sets forth our (i) cash and cash equivalents, (ii) restricted cash and (iii) consolidated capitalization as of June 30, 2013 on:
| an actual basis; and |
| an as adjusted basis giving effect to (i) debt repayments of $37.4 million, (ii) the prepayment of $9.1 million on the termination of one of our credit facilities with an outstanding balance of $26.8 million at June 30, 2013, (iii) the drawdown of $18.0 million under a new term bank loan, (iv) payments of $15.7 million to shipyards for new-buildings, (v) the payment of $0.9 million preference dividends, (vi) the payment of $2.8 million dividend to holders of common shares, (vii) the issuance of 481,804 common shares for net proceeds of $2.3 million under our distribution agency agreement. |
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, 2013 and September 18, 2013.
This table should be read in conjunction with our consolidated financial statements and the notes thereto, and Item 5. Operating and Financial Review and Prospects, included in our Annual Report on Form 20-F for the year ended December 31, 2012 and in this Report on Form 6-K.
As of June 30, 2013 | ||||||||
In thousands of U.S. Dollars | Actual | Adjusted | ||||||
Cash |
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Cash and cash equivalents |
$ | 141,119 | $ | 95,533 | ||||
Restricted cash |
5,790 | 5,790 | ||||||
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Total cash |
$ | 146,909 | $ | 101,323 | ||||
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Capitalization |
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Debt: |
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Long-term secured debt obligations (including current portion) |
$ | 1,438,651 | $ | 1,410,145 | ||||
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Stockholders equity: |
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Preferred shares, $1.00 par value; 15,000,000 shares authorized (including 2,300,000 Series B Preferred Shares) and 2,000,000 Series B Preferred Shares issued and outstanding on an actual and on an as adjusted basis |
2,000 | 2,000 | ||||||
Common shares, $1.00 par value; 85,000,000 shares authorized and 56,443,237 shares issued and outstanding on an actual basis; 56,925,041 shares issued and outstanding on an as adjusted basis |
56,443 | 56,925 | ||||||
Additional paid-in capital |
450,642 | 452,455 | ||||||
Accumulated other comprehensive loss |
(9,639 | ) | (9,639 | ) | ||||
Retained earnings |
472,279 | 471,376 | ||||||
Non-controlling interest |
1,600 | 1,600 | ||||||
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Total stockholders equity |
973,325 | 974,717 | ||||||
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Total capitalization |
$ | 2,411,976 | $ | 2,384,862 | ||||
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DISTRIBUTION AGENCY AGREEMENT SALES
On August 8, 2013, we entered into a distribution agency agreement with Jefferies LLC for the offer and sale of up to 4,000,000 of our common shares, par value $1.00 per share, from time to time in an at-the-market sales program. As of September 18, 2013, we had sold 481,804 of our common shares under this agreement for gross proceeds of $2.4 million. Jefferies LLC received a 2.5% commission for such sales.
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