EX-99.1 2 dex991.htm CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), SEPTEMBER 30, 2009 Consolidated Financial Statements (Unaudited), September 30, 2009

Exhibit 99.1

TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

SEPTEMBER 30, 2009 and DECEMBER 31, 2008

(Expressed in thousands of U.S. Dollars - except share data)

 

     September 30,
2009
    December 31,
2008
 
ASSETS     

CURRENT ASSETS:

    

Cash and cash equivalents

   $ 270,348      $ 312,169   

Restricted cash

     6,462        7,581   

Accounts receivable, net

     14,229        16,596   

Insurance claims

     4,427        7,286   

Due from related companies

     4,875        4,923   

Advances and other

     9,545        8,329   

Inventories

     15,000        10,919   

Prepaid insurance and other

     7,866        2,978   

Current portion of financial instruments-Fair value

     1,926        —     
                

Total current assets

     334,678        370,781   
                

INVESTMENTS

     1,000        1,000   

FINANCIAL INSTRUMENTS - FAIR VALUE, net of current portion

     1,933        —     

FIXED ASSETS

    

Advances for vessels under construction

     42,366        53,715   

Vessels

     2,597,914        2,468,472   

Accumulated depreciation

     (383,372     (312,983
                

Vessels’ Net Book Value

     2,214,542        2,155,489   
                

Total fixed assets

     2,256,908        2,209,204   
                

DEFERRED CHARGES, net

     18,588        21,332   
                

Total assets

   $ 2,613,107      $ 2,602,317   
                
LIABILITIES AND STOCKHOLDERS’ EQUITY     

CURRENT LIABILITIES:

    

Current portion of long-term debt

   $ 107,128      $ 91,805   

Payables

     31,497        27,960   

Due to related companies

     49        197   

Dividend declared

     11,070        —     

Accrued liabilities

     20,416        24,497   

Accrued bank interest

     9,013        14,656   

Unearned revenue

     5,846        14,709   

Current portion of financial instruments - Fair value

     29,978        15,664   
                

Total current liabilities

     214,997        189,488   
                

LONG-TERM DEBT, net of current portion

     1,423,804        1,421,824   

FINANCIAL INSTRUMENTS - FAIR VALUE, net of current portion

     49,541        75,890   

STOCKHOLDERS’ EQUITY:

    

Common stock, $ 1.00 par value; 100,000,000 shares authorized; 37,671,392 issued at September 30, 2009 and December 31, 2008

     37,671        37,671   

Additional paid-in capital

     266,592        265,932   

Retained earnings

     696,402        693,511   
                
     1,000,665        997,114   

Cost of treasury stock (767,300 and 526,700 shares)

     18,203        14,217   
                
     982,462        982,897   

Accumulated other comprehensive loss

     (63,528     (72,239

Noncontrolling Interest

     5,831        4,457   
                

Total stockholders’ equity

     924,765        915,115   
                

Total liabilities and stockholders’ equity

   $ 2,613,107      $ 2,602,317   
                

 

1


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008

(Expressed in thousands of U.S. Dollars - except share and per share data)

 

     Three months ended
September 30
 
     2009     2008  

VOYAGE REVENUES:

   $ 106,202      $ 158,834   

EXPENSES:

    

Commissions

     3,677        6,045   

Voyage expenses

     19,743        28,435   

Charter hire expense

     —          4,186   

Vessel operating expenses

     34,381        34,941   

Depreciation

     24,116        21,256   

Amortization of deferred dry-docking costs

     1,787        1,165   

Management fees

     3,345        2,988   

General and administrative expenses

     796        1,053   

Stock compensation expense

     467        1,157   

Foreign currency losses (gains)

     189        (158

Amortization of deferred gain on sale of vessels

     —          950   
                

Total expenses

     88,501        102,018   
                

Operating income

     17,701        56,816   
                

OTHER INCOME (EXPENSES):

    

Interest and finance costs, net

     (15,985     (17,185

Interest income

     642        2,108   

Other, net

     (107     15   
                

Total other expenses, net

     (15,450     (15,062
                

Net income

     2,251        41,754   

Less: Net income attributable to the noncontrolling interest

     (140     (771
                

Net income attributable to Tsakos Energy Navigation Limited

   $ 2,111      $ 40,983   
                

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

   $ 0.06      $ 1.09   
                

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

   $ 0.06      $ 1.08   
                

Weighted average number of shares, basic

     36,904,366        37,616,515   
                

Weighted average number of shares, diluted

     37,163,512        38,026,595   
                

 

2


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008

(Expressed in thousands of U.S. Dollars - except share and per share data)

 

     Nine months ended
September 30
 
     2009     2008  

VOYAGE REVENUES:

   $ 346,694      $ 466,987   

EXPENSES:

    

Commissions

     13,009        17,061   

Voyage expenses

     56,165        63,258   

Charter hire expense

     —          12,467   

Vessel operating expenses

     107,162        104,772   

Depreciation

     70,389        62,606   

Amortization of deferred dry-docking costs

     5,360        3,827   

Management fees

     9,892        8,888   

General and administrative expenses

     3,152        3,158   

Stock compensation expense

     660        4,246   

Foreign currency losses

     245        592   

Amortization of deferred gain on sale of vessels

     —          (634

Gain on sale of vessels

     —          (34,565
                

Total expenses

     266,034        245,676   
                

Operating income

     80,660        221,311   
                

OTHER INCOME (EXPENSES):

    

Interest and finance costs, net

     (37,136     (51,929

Interest income

     3,106        6,120   

Other, net

     80        116   
                

Total other expenses, net

     (33,950     (45,693
                

Net income

     46,710        175,618   

Less: Net income attributable to the noncontrolling interest

     (1,374     (301
                

Net income attributable to Tsakos Energy Navigation Limited

   $ 45,336      $ 175,317   
                

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

   $ 1.23      $ 4.64   
                

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

   $ 1.22      $ 4.60   
                

Weighted average number of shares, basic

     36,953,082        37,744,030   
                

Weighted average number of shares, diluted

     37,192,689        38,143,274   
                

 

3


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

FOR THE PERIODS ENDED SEPTEMBER 30, 2009 AND 2008

(Expressed in thousands of U.S. Dollars - except share and per share data)

 

    Comprehensive
Income (Loss)
    Common
Stock
    Additional
Paid-in
Capital
    Retained
Earnings
    Treasury Stock     Accumulated
Other

Comprehensive
Income (Loss)
    Tsakos Energy
Navigation
Limited
    Noncontrolling
Interest
  Total  
            Shares   Amount          

BALANCE, January 1, 2008

    $ 38,059      $ 273,036      $ 567,220          $ (23,775   $ 854,540      $ 3,391   $ 857,931   

Net income

    175,618            175,317              175,317        301     175,618   

- Repurchase and cancellation of common stock (392,400 shares)

      (393     (2,425     (9,414           (12,232       (12,232

- Purchases of Treasury stock (352,900 shares)

          352,900   (11,116       (11,116       (11,116

- Issuance of 4,650 shares of restricted share units

      5        (5             —            —     

- Cash dividends declared and paid ($0.90 per share)

          (33,936           (33,936       (33,936

- Cash dividends declared ($0.90 per share)

          (33,290           (33,290       (33,290

- Fair value of financial instruments

    (6,242               (6,242     (6,242       (6,242

- Amortization of restricted share units

        4,246                4,246          4,246   
                         

Comprehensive income

  $ 169,376                     
                                                                       

BALANCE, September 30, 2008

    $ 37,671      $ 274,852      $ 665,897      352,900   (11,116   $ (30,017   $ 937,287      $ 3,692   $ 940,979   
                                                                 

BALANCE, January 1, 2009

    $ 37,671      $ 265,932      $ 693,511      526,700   (14,217   $ (72,239   $ 910,658      $ 4,457   $ 915,115   

Net income

    46,710            45,336              45,336        1,374     46,710   

- Purchases of Treasury stock (240,600 shares)

          240,600   (3,986       (3,986       (3,986

- Cash dividends declared and paid ($0.85 per share)

          (31,375           (31,375       (31,375

- Cash dividends declared ($0.30 per share)

          (11,070           (11,070       (11,070

- Fair value of financial instruments

    8,711                  8,711        8,711          8,711   

- Amortization of restricted share units

        660                660          660   
                         

Comprehensive income

  $ 55,421                     
                                                                       

BALANCE, September 30, 2009

    $ 37,671      $ 266,592      $ 696,402      767,300   (18,203   $ (63,528   $ 918,934      $ 5,831   $ 924,765   
                                                                 

 

4


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008

(Expressed in thousands of U.S. Dollars)

 

     Nine months ended
September 30,
 
     2009     2008  

Cash Flows from Operating Activities:

    

Net income

   $ 46,710      $ 175,618   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation

     70,389        62,606   

Amortization of deferred dry-docking costs

     5,360        3,827   

Amortization of loan fees

     643        676   

Amortization of deferred income

     —          (634

Amortization of restricted share units

     660        4,246   

Change in fair value of non-hedging financial instruments

     (7,183     4,235   

Gain on sale of vessels

     —          (34,565

Payments for dry-docking

     (2,570     (6,759

(Increase) Decrease in:

    

Receivables

     4,058        2,902   

Inventories

     (4,081     (4,528

Prepaid insurance and other

     (4,888     (2,561

Increase (Decrease) in:

    

Payables

     3,389        (3,033

Accrued liabilities

     (9,724     2,003   

Unearned revenue

     (8,863     4,614   
                

Net Cash provided by Operating Activities

     93,900        208,647   
                

Cash Flows from Investing Activities:

    

Advances for vessels under construction and acquisitions

     (15,911     (20,353

Vessel acquisitions and/or improvements

     (102,181     (27,632

Proceeds from sale of vessels

     —          62,100   
                

Net Cash (used in)/provided by Investing Activities

     (118,092     14,115   
                

Cash Flows from Financing Activities:

    

Proceeds from long-term debt

     80,750        52,025   

Financing costs

     (689     (167

Payments of long-term debt

     (63,448     (32,516

Decrease in restricted cash

     1,119        2,061   

Repurchase and cancellation of common stock

     —          (12,232

Purchase of treasury stock

     (3,986     (11,116

Cash dividend

     (31,375     (33,936
                

Net Cash used in Financing Activities

     (17,629     (35,881
                

Net (decrease)/ increase in cash and cash equivalents

     (41,821     186,881   

Cash and cash equivalents at beginning of period

     312,169        181,447   
                

Cash and cash equivalents at end of period

   $ 270,348      $ 368,328   
                

 

5


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2009 AND 2008

(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 and subsidiaries (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 nine months ended September 30, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009.

The consolidated balance sheet as of December 31, 2008 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. The 2008 financial information has been recast to reflect the adoption of new guidance issued by the Financial Accounting Standards Board (“FASB”) on December 2007 for the noncontrolling interests in the consolidated financial statements.

For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2008.

 

1. (a) Recent Accounting Pronouncements

Effective January 1, 2009, the Company adopted new guidance issued by the FASB for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This guidance defines a noncontrolling interest, previously called a minority interest, as the portion of equity in a subsidiary not attributable, directly or indirectly, to the Company. This guidance requires, among other items, that a noncontrolling interest be included in the consolidated statement of financial position within equity separate from the Company’s equity; consolidated net income to be reported at amounts inclusive of both the Company’s and noncontrolling interest’s shares and, separately, the amounts of consolidated net income attributable to the Company and noncontrolling interest all on the consolidated statement of income; and if a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be measured at fair value and a gain or loss be recognized in net income based on such fair value. The presentation and disclosure requirements of this guidance were applied retrospectively. The 2008 financial information has been adjusted so the basis of presentation is consistent with that of the 2009 financial information.

Effective January 1, 2009, the Company adopted new guidance issued by the FASB relating to disclosures about derivative instruments and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This guidance requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments. This guidance relates to disclosures only and its adoption did not have any effect on the financial condition, results of operations or liquidity of the Company.

 

6


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2009 AND 2008

(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)

 

1. (a) Recent Accounting Pronouncements (continued)

 

In September 2006, the FASB issued guidance about fair value measurements. This guidance defines fair value, establishes a framework for measuring fair value, and expands disclosure requirements about fair value measurements. Effective January 1, 2009, the Company adopted the provisions of this guidance, and its adoption did not have a material effect on our condensed consolidated statement of financial position, results of operations or cash flows. In April 2009, the FASB issued additional guidance for estimating fair value when there is no active market or where the activity represents distressed sales. The additional guidance is effective for interim and annual reporting periods ending after June 15, 2009. We adopted the principles of this guidance in the second quarter of 2009. The adoption did not have a material effect on our consolidated statement of financial position, results of operations or cash flows.

In April 2009, the FASB issued a position statement that requires companies to provide disclosures about fair values of financial instruments. The position statement is effective for interim reporting periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. The adoption of this position statement did not have a material effect on our consolidated financial statements.

In May 2009, the FASB established general standards of accounting for and disclosure of events that occur after the balance sheet date, but before financial statements are issued or are available to be issued. These standards introduce the concept of financial statements being available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, that is, whether that date represents the date the financial statements were issued or were available to be issued. This disclosure should alert all users of financial statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented. These standards are effective for interim or annual financial periods ending after June 15, 2009. The adoption of these standards did not have a material effect on the Company’s financial position and results of operations.

In June 2009, the FASB amended the consolidation guidance for variable-interest entities (“VIEs”) with the intent to improve financial reporting by enterprises involved with variable interest entities. The amended guidance requires companies to qualitatively assess the determination of the primary beneficiary of a VIE based on whether the entity (1) has the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and (2) has the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. It also requires additional disclosures for any enterprise that holds a variable interest in a VIE. This new guidance shall be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. We do not expect the adoption of this guidance to have an effect on our consolidated statement of financial position, results of operations or cash flows.

 

7


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2009 AND 2008

(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)

 

1. (a) Recent Accounting Pronouncements (continued)

 

In June 2009, the FASB issued the FASB Accounting Standards Codification (ASC) which will become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this guidance, the Codification will supersede all then-existing non-SEC accounting and reporting standards. This guidance is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of this guidance did not have a material effect on the Company’s financial position and results of operations.

 

2. Transactions with Related Parties

The following amounts were charged by related parties for services rendered:

 

     Three months ended
September 30,
   Nine months ended
September 30,
     2009    2008    2009    2008

Tsakos Shipping and Trading S.A. (commissions)

   1,310    1,941    4,346    5,739

Tsakos Energy Management Limited (management fees)

   3,253    2,913    9,614    8,664

Argosy Insurance Company Limited (insurance premiums)

   2,634    2,089    7,554    6,008

AirMania Travel S.A. (crew and staff travel)

   175    249    356    646
                   

Total expenses with related parties

   7,372    7,192    21,870    21,057
                   

Balances due from and to related parties are as follows:

 

      September 30,
2009
   December 31,
2008

Due from related parties

     

Tsakos Shipping and Trading S.A.

   3,472    2,670

Argosy Insurance Company Limited

   1,403    2,253
         

Total due from related parties

   4,875    4,923
         

Due to related parties

     

Tsakos Energy Management Limited

   20    162

AirMania Travel S.A.

   29    35
         

Total due to related parties

   49    197
         

 

8


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2009 AND 2008

(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)

 

2. Transactions with Related Parties (continued)

 

  (a) Tsakos Energy Management Limited (the “Management Company”): Tsakos Energy Navigation Limited (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. From January 1, 2008, monthly management fees for operating vessels were $23 per owned vessel and $17 for chartered-in vessels or for owned vessels chartered out on a bare-boat basis. From January 1, 2009, monthly fees for operating vessels are $23.7 and $17.5, respectively.

The Holding Company and the Management Company have certain officers and directors in common. The President, who is also the Chief Executive Officer and a Director of the Holding Company, is also the sole stockholder of the Management Company. The Management Company may unilaterally terminate its Management Agreement with the Holding Company at any time upon one year’s notice. In addition, if even one director was elected to the Holding Company’s Board of Directors without having been recommended by the existing board, the Management Company would have the right to terminate the Management Agreement on ten days notice, and the Holding Company would be obligated as at September 30, 2009 to pay the Management Company an amount of approximately $127,500 calculated in accordance with the terms of the Management Agreement. Under the terms of same the Management Agreement, the Holding Company may terminate the 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 scheduled for future delivery as at September 30, 2009, are:

 

Period/Year

   Amount

October to December 2009

   3,462

2010

   13,966

2011

   14,071

2012

   14,146

2013 to 2019

   88,961
    
   134,606
    

Management fees for vessels are included as expenses in the accompanying consolidated statements of income. Also, under the terms of the Management Agreement, the Management Company provides supervisory services for the construction of new vessels for a monthly fee of $17.5 per vessel in 2009 and $17 in 2008. These fees in total amounted to $648 and $983 during the nine months ended September 30, 2009 and 2008, respectively, and are either accounted for as part of construction costs for delivered vessels or are included in Advances for vessels under construction.

 

9


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2009 AND 2008

(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)

 

2. Transactions with Related Parties (continued)

 

  (b) Tsakos Shipping and Trading S.A. (“Tsakos Shipping”): The Management Company has appointed Tsakos Shipping to provide technical management to the Company’s vessels. Tsakos Shipping, 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. 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.

The Management Company, at its own expense, pays technical management fees to Tsakos Shipping, and the Company bears and pays directly to Tsakos Shipping 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 Tsakos Shipping personnel sent overseas to supervise repairs and perform inspections on Company vessels.

Tsakos Shipping also 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 1.25% on all freights, hires and demurrages. Such commissions are included in Commissions. Commissions due to Tsakos Shipping by the Company are shown net of amounts due from Tsakos Shipping for advances made, and are included in Due from related Companies.

 

  (c) 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.

 

  (d) AirMania Travel S.A. (“AirMania”): Apart from third-party agents, the Company also uses an affiliated company, AirMania, for travel services.

 

3. Vessels

Acquisitions

On July 17, 2009, the Company took delivery of the newly built aframax Ise Princess and on September 15, 2009 the Company took delivery of its sister vessel Asahi Princess. Also, during 2009 the Company contracted for the construction of two suezmax tankers at a Korean yard at a contract price of $72,000 each. The Company paid $16,000 relating to the four vessels which are under construction at September 30, 2009.

Sales

No sales of vessels took place in the first nine months of 2009. In February 2008, the Company sold the aframax tanker Olympia for $62,100 resulting in a capital gain of $34,565.

 

10


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2009 AND 2008

(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)

 

3. Vessels (continued)

 

Charters-out

The future minimum revenues, before reduction for brokerage commissions, expected to be recognized on non-cancelable time charters are as follows:

 

Period/Year

   Amount

October to December 2009

   60,673

2010

   176,284

2011

   74,244

2012

   25,440

2013 and thereafter

   15,872
    

Net minimum charter payments

   352,513
    

These amounts do not assume any off-hire.

 

4. Deferred Charges

Deferred charges, consisting of dry-docking and special survey costs, net of accumulated amortization, amounted to $14,391 at September 30, 2009 and $17,181 at December 31, 2008, and loan fees, net of accumulated amortization, amounted to $4,197 at September 30, 2009 and $4,151 at December 31, 2008. Amortization of deferred dry-docking costs is separately reflected in the accompanying consolidated statements of income, while amortization of loan fees is included in Interest and finance costs, net.

 

5. Long-Term Debt

 

Facility

   September 30,
2009
    December 31,
2008
 

(a) Credit Facilities

   1,309,154      1,361,623   

(b) Term Loans

   221,778      152,006   
            

Total

   1,530,932      1,513,629   

Less – current portion

   (107,128   (91,805
            

Long-term portion

   1,423,804      1,421,824   
            

(a) Credit facilities

As at September 30, 2009, the Company had seven open reducing revolving credit facilities, all of which are reduced in semi-annual installments, and two open facilities which have both a reducing revolving credit component and a term bank loan component. In June 2009, an amount of $5,000 was drawn down on one of these facilities. The aggregate available unused amount under these facilities at September 30, 2009 is $35,488. Interest is payable at a rate based on the London Inter-Bank Offer Rate (“LIBOR”) plus a spread. At September 30, 2009, interest on these facilities ranged from 1.25% to 5.19%.

(b) Term bank loans

Term loan balances outstanding at September 30, 2009 amounted to $221,778. These bank loans are payable in U.S. Dollars in semi-annual installments with balloon payments due at maturity between May 2014 and July 2019. In July and

 

11


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2009 AND 2008

(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)

 

5. Long-Term Debt (continued)

 

September 2009, the Company drew down an amount of $37,500 and $40,000 respectively, on new term loans. Interest rates on the outstanding loans as at September 30, 2009, are based on LIBOR plus a spread. At September 30, 2009, interest on these term bank loans ranged from 1.31% to 2.81%. One bank loan includes an option for the Company to convert the loan into Euro, Yen or Swiss Francs at the applicable spot rates of exchange. The Company has not exercised this option.

The weighted-average interest rates on the above executed loans for the applicable periods were:

 

Three months ended September 30, 2009

   2.37

Three months ended September 30, 2008

   3.64

Nine months ended September 30, 2009

   3.01

Nine months ended September 30, 2008

   4.42

The above revolving credit facilities and term bank loans are secured by first priority mortgages on substantially all vessels, and to assignments of earnings and insurances of the respectively mortgaged vessels, and by corporate guarantees of the relevant ship-owning subsidiaries.

The loan agreements include, among other covenants, covenants requiring the Company to obtain the lenders’ prior consent in order to incur or issue any financial indebtedness, additional borrowings, pay dividends in an amount more than 50% of cumulative net income (as defined in the related agreements), sell vessels and assets, and change the beneficial ownership or management of the vessels. Also, the covenants require the Company to maintain a minimum liquidity, a minimum hull value in connection with the vessels’ outstanding loans, insurance coverage of the vessels against all customary risks and in certain cases, maintenance of operating bank accounts with minimum balances.

The annual principal payments required to be made after September 30, 2009, including balloon payments totaling $703,388 due through July 2019, are as follows:

 

Period/Year

   Amount

October to December, 2009

   28,357

2010

   107,578

2011

   110,094

2012

   110,094

2013 and thereafter

   1,174,809
    
   1,530,932
    

 

12


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2009 AND 2008

(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)

 

6. Deferred Income

In 2003, the Company sold two suezmaxes and time-chartered the vessels back from the buyer for a minimum period of five years with options to buy the vessels at the end of the period at $47,500 each. The options to repurchase the vessels were exercised on April 7, 2008, and the vessels were redelivered in October and November 2008, respectively.

The unamortized balance resulting from the original sale of the vessels amounted to $1,993 at the date the Company decided to re-purchase the vessels, and was later recorded as a decrease against the re-purchase price of the vessels. Lease payments relating to the time charters of the vessels were $12,467 in the nine months ended September 30, 2008, and are recorded in Charter hire expense.

 

7. Interest and Finance Costs, net

 

     Three months ended
September 30,
    Nine months ended
September 30,
 
     2009     2008     2009     2008  

Interest expense

   15,027      16,978      45,922      50,192   

Less: Interest capitalized

   (493   (883   (1,600   (3,586
                        

Interest expense, net

   14,534      16,095      44,322      46,606   
                        

Bunkers swap cash settlements

   (721   —        (844   —     

Amortization of loan fees

   213      201      643      676   

Bank charges

   37      103      198      412   
                        

Sub-total

   14,063      16,399      44,319      47,694   
                        

Amortization of deferred loss on termination of financial instruments

   —        —        —        1,132   

Change in fair value of non-hedging financial instruments

   1,922      786      (7,183   3,103   
                        

Sub-total

   1,922      786      (7,183   4,235   
                        

Net total

   15,985      17,185      37,136      51,929   
                        

As of September 30, 2009, the Company was committed to twelve floating-to-fixed interest rate swaps with major financial institutions covering notional amounts aggregating $893,530 on which it pays fixed rates averaging 4.66% and receives floating rates based on the six-month LIBOR (See Note 13).

During the nine months ended September 30, 2008, three non-hedging and one hedging interest rate swap agreements reached maturity, and the Company terminated four non-hedging interest rate swap agreements at an aggregated loss of $1,132.

As at September 30, 2009, the Company held ten interest rate swap agreements in order to hedge its exposure to interest rate fluctuations associated with its debt. The fair value of such financial instruments as of September 30, 2009 and December 31, 2008 in aggregate amounted to $65,058 (negative) and $73,849 (negative), respectively.

 

13


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2009 AND 2008

(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)

 

7. Interest and Finance Costs, net (continued)

 

At September 30, 2009, the Company held two interest rate swaps that did not meet hedge accounting criteria. As such, the changes in their fair values during the first nine months of 2009 have been included in change in fair value of non-hedging financial instruments, in the table above. Their fair value as of September 30, 2009 was $14,461 (negative).

During March and July 2009, the Company entered into six 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 September 30, 2009 was $3,859 (positive), and it is included in Interest and finance costs, net as it does not meet the hedging criteria.

 

8. Stockholders’ Equity

A final dividend of $0.85 was declared in March 2009 for the fiscal year 2008, which was paid on April 30, 2009 and amounted in total to $31, 375. A first dividend of $0.30 for the fiscal year 2009 was paid on October 29, 2009, which totaled $11,070. During the nine months ended September 30, 2008, cash dividends totaling $67,226 were declared of which $33,936 was paid in April 2008 and the reminder in October 2008.

During the nine months ended September 30, 2009, the Company purchased 240,600 shares as treasury stock at a total cost of $3,986. In the nine months ended September 30, 2008, 392,400 shares were repurchased and cancelled at a total cost of $12,232, and 352,900 shares were purchased as treasury stock at a cost of $11,116. The transactions were open market based through the New York Stock Exchange.

In 2004, the shareholders approved a share-based incentive plan providing for the granting of up to 1,000,000 of stock options or other share-based awards, including restricted share units (RSUs), to directors and officers of the Company, crew members and to employees of the related companies (the “2004 Plan”).

Movements under this plan are as follows:

 

     No of
RSUs
Granted
   No of
RSUs
Forfeited
    No of
RSUs
Vested
    Balance of
Non-Vested
RSUs
 

December 31, 2008

   605,650    (11,000   (311,650   283,000   

Granted March 17, 2009

   11,800    —        —        11,800   

Granted June 30, 2009

   110,000    —        —        110,000   

Forfeited during nine months 2009

      (3,500     (3,500
                       

September 30, 2009

   727,450    (14,500   (311,650   401,300   
                       

The balance of 283,000 RSUs outstanding as at December 31, 2008 and September 30, 2009 vest on December 31, 2010. The 11,800 RSUs issued on March 17, 2009 vest on May 29, 2010. Half of the 110,000 RSUs issued on June 30, 2009 vest on June 30, 2010 and the remaining on December 31, 2011.

 

14


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2009 AND 2008

(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)

 

8. Stockholders’ Equity (continued)

 

Total compensation expense recognized in the nine months of 2009 amounted to $660 and $4,246 for the first nine months of 2008. As at September 30, 2009, the total compensation cost related to the non-vested RSUs unrecognized is $2,105 ($1,019 at December 31, 2008) and the weighted average remaining contractual life of outstanding grants is 1.3 years.

In the first nine months of 2009 and 2008, Accumulated other comprehensive income increased with unrealized gains of $8,711 and decreased with unrealized losses of $6,242 respectively, that resulted from the changes in the fair value of financial instruments.

 

9. Earnings per Common Share

The computation of basic earnings per share is based on the weighted average number of common shares outstanding during the year. The computation of diluted earnings per share assumes the foregoing and the grants of RSUs (See Note 8) using the treasury stock method.

 

     Three months ended
September 30,
   Nine months ended
September 30,
     2009    2008    2009    2008

Net income attributable to Tsakos Energy Navigation Limited

   $ 2,111    $ 40,983    $ 45,336    $ 175,317
                           

Weighted average common shares outstanding

     36,904,366      37,616,515      36,953,082      37,744,030

Dilutive effect of RSUs

     259,146      410,080      239,607      399,244
                           

Weighted average common shares – diluted

     37,163,512      38,026,595      37,192,689      38,143,274
                           

Basic earnings per common share

   $ 0.06    $ 1.09    $ 1.23    $ 4.64

Diluted earnings per common share

   $ 0.06    $ 1.08    $ 1.22    $ 4.60

For the three months and nine months ended September 30, 2009 and 2008, there were no RSUs considered anti-dilutive which would have resulted in their exclusion from the computation of diluted earnings per common share.

 

10. Noncontrolling interest in Subsidiary

An affiliate of Flota Petrolera Ecuatoriana (“Flopec”), owns 49% of Mare Success S.A., the holding-company of two Panamanian registered companies which own respectively the vessels Maya and Inca. Mare Success S.A. is fully consolidated in the accompanying financial statements.

 

11. Income Taxes

Under the laws of the countries of the companies’ incorporation and/or vessels’ registration, the companies are not subject to tax on international shipping income.

 

15


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2009 AND 2008

(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)

 

11. Income Taxes (continued)

 

However, they are subject to registration and tonnage taxes, which have been included in Vessel operating expenses.

The Company believes that it and its subsidiaries are exempt from U.S. federal income tax at 4% on U.S. source shipping income, as each vessel-operating subsidiary is organized in a foreign country that grants an equivalent exemption to corporations organized in the United States and the Company’s stock is primarily and regularly traded on an established securities market in the United States, as defined by the Internal Revenue Code of the United States. Under the regulations, a Company’s stock will be considered to be regularly traded on an established securities market if (i) one or more classes of its stock representing 50% or more of its outstanding shares, by voting power and value, is listed on the market and is traded on the market, other than in minimal quantities, on at least 60 days during the taxable year; and (ii) the aggregate number of shares of stock traded during the taxable year is at least 10% of the average number of shares of the stock outstanding during the taxable year.

 

12. Commitments and Contingencies

As at September 30, 2009, the Company had under construction two aframax tankers and two suezmax tankers. The total contracted amount remaining to be paid for the four vessels under construction, plus the extra costs agreed as at September 30, 2009 was $226,740. Scheduled payments as of September 30, 2009 are $5,940 in the fourth quarter of 2009, $134,400 in 2010 and $86,400 in 2011.

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.

 

13. Financial Instruments

 

  (a) Interest rate risk: The Company’s interest rates and loan repayment terms are described in Notes 5 and 7.

 

  (b) Concentration of credit risk: Financial Instruments consist principally of cash, trade accounts receivable, investments and derivatives. The Company places its temporary cash investments, consisting mostly of deposits, primarily with high credit qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions that are considered in the Company’s investment strategy. The Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of its customers’ financial condition and generally does not require collateral for its accounts receivable and does not have any agreements to mitigate credit risk. The Company limits the exposure of non-performance by counterparties to derivative instruments by diversifying among counterparties with high credit ratings, and performing periodic evaluations of the relative credit standing of the counterparties.

 

16


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2009 AND 2008

(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)

 

13. Financial Instruments (continued)

 

  (c) Fair value: The carrying amounts reflected in the accompanying consolidated balance sheet of cash, trade accounts receivable, 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 $87,695 as compared to its carrying amount of $96,900 (Note 5(a)). The fair values of the one long-term bank loan with a fixed interest rate, and the interest rate swap and bunker swap agreements discussed in Note 7 above are determined through Level 2 of the fair value hierarchy as defined in ASC 820 Fair Value Measurements and Disclosures and are derived principally from or corroborated by observable market data, interest rates, yield curves and other items that allow value to be determined.

 

14. Subsequent Events

 

  (a) On October 4, 2009, the Company agreed to sell the suezmax tanker Pentathlon for $51.5 million and on November 4, 2009 agreed to sell its sister vessel Decathlon for another $51.5 million to the same buyers. Pentathlon was delivered to its new owners on November 17, 2009 resulting in an estimated gain of $5.0 million to be recorded in the fourth quarter of 2009. Decathlon is expected to be delivered in the first quarter 2010 with an estimated gain of $5.0 million to be recorded in that quarter.

 

  (b) On November 18, 2009, the Company agreed with a bank on the terms of a loan to partially finance the acquisition of the aframax Sapporo Princess. The loan will be provided in connection with the delivery of the vessel, which is expected in March 2010. The amount of the loan is the lesser of $40,000 or up to 70% of the value of the vessel.

 

  (c) The Company has evaluated subsequent events through November 20, 2009 at which date financial statements were available to be issued.

 

17