EX-99.1 2 d600761dex991.htm EX-99.1 EX-99.1

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
 
     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   
  

 

 

   

 

 

 

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
  

 

 

   

 

 

 

Vessels’ Net Book Value

     2,246,992        2,088,358   
  

 

 

   

 

 

 

Total fixed assets

     2,288,912        2,207,842   
  

 

 

   

 

 

 

DEFERRED CHARGES, net (Note 5)

     18,516        17,968   
  

 

 

   

 

 

 

Total assets

   $ 2,521,304      $ 2,450,884   
  

 

 

   

 

 

 
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   
  

 

 

   

 

 

 

Total current liabilities

     262,337        258,907   
  

 

 

   

 

 

 

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   
  

 

 

   

 

 

 

Total Tsakos Energy Navigation Limited stockholders’ equity

     971,725        924,534   

Noncontrolling Interest

     1,600        2,306   
  

 

 

   

 

 

 

Total stockholders’ equity

     973,325        926,840   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 2,521,304      $ 2,450,884   
  

 

 

   

 

 

 

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
  

 

 

   

 

 

 

Total expenses

     99,442        88,949   
  

 

 

   

 

 

 

Operating income

     8,649        10,097   
  

 

 

   

 

 

 

OTHER INCOME (EXPENSES):

    

Interest and finance costs, net (Note 7)

     (10,394     (16,111

Interest income

     73        395   

Other, net

     (698     (38
  

 

 

   

 

 

 

Total other expenses, net

     (11,019     (15,754
  

 

 

   

 

 

 

Net loss

     (2,370     (5,657

Less: Net loss/(income) attributable to the noncontrolling interest

     845        (42
  

 

 

   

 

 

 

Net loss attributable to Tsakos Energy Navigation Limited

   $ (1,525   $ (5,699
  

 

 

   

 

 

 

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

   $ (0.04   $ (0.10
  

 

 

   

 

 

 

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

   $ (0.04   $ (0.10
  

 

 

   

 

 

 

Weighted average number of shares, basic

     56,443,237        54,341,534   
  

 

 

   

 

 

 

Weighted average number of shares, diluted

     56,443,237        54,341,534   
  

 

 

   

 

 

 

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
  

 

 

   

 

 

 

Total expenses

     187,438        190,139   
  

 

 

   

 

 

 

Operating income

     18,347        11,137   
  

 

 

   

 

 

 

OTHER INCOME (EXPENSES):

    

Interest and finance costs, net (Note 7)

     (20,019     (26,409

Interest income

     158        878   

Other, net

     303        (19
  

 

 

   

 

 

 

Total other expenses, net

     (19,558     (25,550
  

 

 

   

 

 

 

Net loss

     (1,211     (14,413

Less: Net loss/(income) attributable to the noncontrolling interest

     706        (91
  

 

 

   

 

 

 

Net loss attributable to Tsakos Energy Navigation Limited

   $ (505   $ (14,504
  

 

 

   

 

 

 

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

   $ (0.02   $ (0.29
  

 

 

   

 

 

 

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

   $ (0.02   $ (0.29
  

 

 

   

 

 

 

Weighted average number of shares, basic

     56,443,237        50,275,135   
  

 

 

   

 

 

 

Weighted average number of shares, diluted

     56,443,237        50,275,135   
  

 

 

   

 

 

 

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   
  

 

 

   

 

 

 

Total unrealized gains from hedging financial instruments

     3,498        5,228   

Unrealized (loss)/gain on marketable securities

     (57     61   
  

 

 

   

 

 

 

Other Comprehensive income

     3,441        5,289   
  

 

 

   

 

 

 
    
  

 

 

   

 

 

 

Comprehensive income/(loss)

     1,071        (368
  

 

 

   

 

 

 

Less: comprehensive loss/(income) attributable to the noncontrolling interest

     845        (42
  

 

 

   

 

 

 

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

   $ 1,916      $ (410
  

 

 

   

 

 

 

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   
  

 

 

   

 

 

 

Total unrealized gains from hedging financial instruments

     5,144        9,368   

Unrealized (loss)/gain on marketable securities

     (55     145   
  

 

 

   

 

 

 

Other Comprehensive income

     5,089        9,513   
  

 

 

   

 

 

 
    
  

 

 

   

 

 

 

Comprehensive income/(loss)

     3,878        (4,900
  

 

 

   

 

 

 

Less: comprehensive loss/(income) attributable to the noncontrolling interest

     706        (91
  

 

 

   

 

 

 

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

   $ 4,584      $ (4,991
  

 

 

   

 

 

 

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   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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          —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

BALANCE June 30, 2013

  $ 2,000      $ 56,443      $ 450,642      $ 472,279      $ -9,639      $ 971,725      $ 1,600      $ 973,325   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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
  

 

 

   

 

 

 

Net Cash provided by Operating Activities

     72,561        34,633   
  

 

 

   

 

 

 

Cash Flows from Investing Activities:

    

Advances for vessels under construction and acquisitions

     (20,581     (955

Vessel acquisitions and/or improvements

     (106,619     (1,527
  

 

 

   

 

 

 

Net Cash used in Investing Activities

     (127,200     (2,482
  

 

 

   

 

 

 

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
  

 

 

   

 

 

 

Net Cash provided by Financing Activities

     51,461        4,820   
  

 

 

   

 

 

 

Net (decrease)/increase in cash and cash equivalents

     (3,178     36,971   

Cash and cash equivalents at beginning of period

     144,297        175,708   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 141,119      $ 212,679   
  

 

 

   

 

 

 

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 Company’s significant accounting policies can be found in the Company’s Consolidated Financial Statements included in the Annual Report on Form 20-F for the year ended December 31, 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   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total expenses with related parties

     9,009         8,664         17,706         17,411   
  

 

 

    

 

 

    

 

 

    

 

 

 

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   
  

 

 

    

 

 

 

Total due from related parties

     831         1,561   
  

 

 

    

 

 

 

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   
  

 

 

    

 

 

 

Total due to related parties

     8,088         2,594   
  

 

 

    

 

 

 

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 year’s notice. In addition, if even one director was elected to the Holding Company’s Board of Directors without having been recommended by the existing Board of Directors, the Management Company would have the right to terminate the Management Agreement on ten days notice, and the Holding Company would be obligated as at June 30, 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 Company’s Board of Directors.

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

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

 

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

Charters-out

The future minimum revenues of vessels in operation at June 30, 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 Company’s interest rates and loan repayment terms are described in Notes 6 and 7.

 

  (b)

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

 

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 Company’s 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 Company’s 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 Instruments–Net 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
     

 

 

   

 

 

   

 

 

   

 

 

 

 

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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.

 

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