UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September, 2014
Commission File Number 001-31236
TSAKOS ENERGY NAVIGATION LIMITED
(Translation of registrants name into English)
367 Syngrou Avenue, 175 64 P. Faliro, Athens, Greece
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
TSAKOS ENERGY NAVIGATION LIMITED
FORM 6-K
This report on Form 6-K is hereby incorporated by reference into the following Registration Statements of the Company:
| Registration Statement on Form F-3 (No. 333-196839) initially filed with the SEC on June 17, 2014, as amended; |
| Registration Statement on Form F-3 (No. 333-184042) initially filed with the SEC on September 21, 2012, as amended; |
| Registration Statement on Form F-3 (No. 333-159218) initially filed with the SEC on May 13, 2009; |
| Registration Statement on Form F-3 (No. 333-111615) filed with the SEC on December 30, 2003; |
| Registration Statement on Form S-8 (No. 333-183007) initially filed with the SEC on August 2, 2012, as amended; |
| Registration Statement on Form S-8 (No. 333-134306) initially filed with the SEC on May 19, 2006, as amended; |
| Registration Statement on Form S-8 (No. 333-134306) filed with the SEC on May 19, 2006; |
| Registration Statement on Form S-8 (No. 333-104062) filed with the SEC on March 27, 2003; and |
| Registration Statement on Form S-8 (No. 333-102860) filed with the SEC on January 31, 2003. |
EXHIBIT INDEX
99.1 | Consolidated Financial Statements (Unaudited), June 30, 2014 | |
99.2 | Managements Discussion and Analysis of Financial Condition and Results of Operations | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase | |
101.LAB | XBRL Taxonomy Extension Label Linkbase | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: September 16, 2014
TSAKOS ENERGY NAVIGATION LIMITED | ||
By: | /s/ Paul Durham | |
Paul Durham | ||
Chief Financial Officer |
Exhibit 99.1
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2014 AND DECEMBER 31, 2013
(Expressed in thousands of U.S. Dollars - except share and per share data)
June 30, 2014 |
December 31, 2013 |
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ASSETS | ||||||||
CURRENT ASSETS: |
||||||||
Cash and cash equivalents |
$ | 229,727 | $ | 162,237 | ||||
Restricted cash |
8,148 | 9,527 | ||||||
Accounts receivable, net |
28,049 | 21,873 | ||||||
Insurance claims |
236 | 2,569 | ||||||
Due from related companies (Note 2) |
3,561 | 1,084 | ||||||
Advances and other |
14,081 | 13,097 | ||||||
Inventories |
19,318 | 19,660 | ||||||
Prepaid insurance and other |
2,649 | 2,354 | ||||||
Current portion of financial instruments-Fair value (Note 11) |
97 | 140 | ||||||
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|
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Total current assets |
305,866 | 232,541 | ||||||
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INVESTMENTS |
1,000 | 1,000 | ||||||
FINANCIAL INSTRUMENTS - FAIR VALUE, net of current portion (Note 11) |
| 1,438 | ||||||
FIXED ASSETS (Note 3) |
||||||||
Advances for vessels under construction |
106,978 | 58,521 | ||||||
Vessels |
2,772,750 | 2,710,418 | ||||||
Accumulated depreciation |
(584,810 | ) | (537,350 | ) | ||||
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Vessels Net Book Value |
2,187,940 | 2,173,068 | ||||||
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Total fixed assets |
2,294,918 | 2,231,589 | ||||||
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DEFERRED CHARGES, net (Note 4) |
16,709 | 17,331 | ||||||
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Total assets |
$ | 2,618,493 | $ | 2,483,899 | ||||
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LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||
CURRENT LIABILITIES: |
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Current portion of long-term debt (Note 5) |
$ | 126,543 | $ | 126,361 | ||||
Payables |
33,639 | 52,319 | ||||||
Due to related companies (Note 2) |
5,467 | 6,930 | ||||||
Dividends payable |
4,231 | | ||||||
Accrued liabilities |
18,255 | 16,628 | ||||||
Accrued bank interest |
5,612 | 6,058 | ||||||
Unearned revenue |
5,067 | 14,014 | ||||||
Current portion of financial instruments - Fair value (Note 11) |
5,050 | 5,962 | ||||||
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Total current liabilities |
203,864 | 228,272 | ||||||
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LONG-TERM DEBT, net of current portion (Note 5) |
1,235,917 | 1,253,937 | ||||||
FINANCIAL INSTRUMENTS - FAIR VALUE, net of current portion (Note 11) |
4,784 | 4,027 | ||||||
STOCKHOLDERS EQUITY: |
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Preferred shares, $ 1.00 par value; 15,000,000 shares authorized and 2,000,000 Series B Preferred Shares and 2,000,000 Series C Preferred Shares issued and outstanding at June 30, 2014 and December 31, 2013. |
4,000 | 4,000 | ||||||
Common shares, $ 1.00 par value; 185,000,000 and 85,000,000 shares authorized at June 30, 2014 and December 31, 2013 respectively; 84,692,295 and 57,969,448 issued and outstanding at June 30, 2014 and December 31, 2013 respectively. |
84,692 | 57,969 | ||||||
Additional paid-in capital |
651,012 | 500,737 | ||||||
Accumulated other comprehensive loss |
(9,297 | ) | (6,789 | ) | ||||
Retained earnings |
432,342 | 430,548 | ||||||
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Total Tsakos Energy Navigation Limited stockholders equity |
1,162,749 | 986,465 | ||||||
Noncontrolling Interest |
11,179 | 11,198 | ||||||
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Total stockholders equity |
1,173,928 | 997,663 | ||||||
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Total liabilities and stockholders equity |
$ | 2,618,493 | $ | 2,483,899 | ||||
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The accompanying notes are an integral part of these consolidated financial statements
1
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED JUNE 30, 2014 AND 2013
(Expressed in thousands of U.S. Dollars - except share and per share data)
Three months ended June 30 |
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2014 | 2013 | |||||||
VOYAGE REVENUES: |
$ | 112,396 | $ | 108,091 | ||||
EXPENSES: |
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Commissions |
4,097 | 4,088 | ||||||
Voyage expenses |
34,669 | 32,417 | ||||||
Vessel operating expenses |
34,929 | 32,907 | ||||||
Depreciation |
23,944 | 23,925 | ||||||
Amortization of deferred dry-docking costs |
1,370 | 1,220 | ||||||
Management fees (Note 2(a)) |
4,043 | 3,886 | ||||||
General and administrative expenses |
871 | 964 | ||||||
Foreign currency (gains)/losses |
(7 | ) | 35 | |||||
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Total expenses |
103,916 | 99,442 | ||||||
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Operating income/(loss) |
8,480 | 8,649 | ||||||
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OTHER INCOME (EXPENSES): |
||||||||
Interest and finance costs, net (Note 6) |
(8,570 | ) | (10,394 | ) | ||||
Interest income |
69 | 73 | ||||||
Other, net |
270 | (698 | ) | |||||
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Total other expenses, net |
(8,231 | ) | (11,019 | ) | ||||
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Net income/(loss) |
249 | (2,370 | ) | |||||
Less: Net (income)/loss attributable to the noncontrolling interest |
(50 | ) | 845 | |||||
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Net income/(loss) attributable to Tsakos Energy Navigation Limited |
$ | 199 | $ | (1,525 | ) | |||
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Effect of preferred dividends |
(2,109 | ) | (567 | ) | ||||
Net loss attributable to common stockholders of Tsakos Energy Navigation Limited |
(1,910 | ) | (2,092 | ) | ||||
Loss per share, basic and diluted attributable to Tsakos Energy Navigation Limited common shareholders |
$ | (0.02 | ) | $ | (0.04 | ) | ||
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Weighted average number of shares, basic and diluted |
80,135,152 | 56,443,237 | ||||||
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The accompanying notes are an integral part of these consolidated financial statements
2
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013
(Expressed in thousands of U.S. Dollars - except share and per share data)
Six months ended June 30 |
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2014 | 2013 | |||||||
VOYAGE REVENUES: |
$ | 242,684 | $ | 205,785 | ||||
EXPENSES: |
||||||||
Commissions |
9,096 | 7,852 | ||||||
Voyage expenses |
68,678 | 56,944 | ||||||
Vessel operating expenses |
71,374 | 64,232 | ||||||
Depreciation |
47,537 | 46,196 | ||||||
Amortization of deferred dry-docking costs |
2,632 | 2,410 | ||||||
Management fees (Note 2(a)) |
8,073 | 7,826 | ||||||
General and administrative expenses |
2,268 | 2,101 | ||||||
Foreign currency (gains)/losses |
47 | (123 | ) | |||||
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Total expenses |
209,705 | 187,438 | ||||||
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Operating income |
32,979 | 18,347 | ||||||
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OTHER INCOME (EXPENSES): |
||||||||
Interest and finance costs, net (Note 6) |
(18,095 | ) | (20,019 | ) | ||||
Interest income |
114 | 158 | ||||||
Other, net |
(251 | ) | 303 | |||||
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Total other expenses, net |
(18,232 | ) | (19,558 | ) | ||||
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|
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Net income/(loss) |
14,747 | (1,211 | ) | |||||
Less: Net loss attributable to the noncontrolling interest |
19 | 706 | ||||||
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Net income/(loss) attributable to Tsakos Energy Navigation Limited |
$ | 14,766 | $ | (505 | ) | |||
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|
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Effect of preferred dividends |
(4,219 | ) | (567 | ) | ||||
Net income/(loss) attributable to common stockholders of Tsakos Energy Navigation Limited |
10,547 | (1,072 | ) | |||||
Earnings/(loss) per share, basic and diluted attributable to Tsakos Energy Navigation Limited common shareholders |
$ | 0.14 | $ | (0.02 | ) | |||
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Weighted average number of shares, basic and diluted |
73,427,149 | 56,443,237 | ||||||
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The accompanying notes are an integral part of these consolidated financial statements
3
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED JUNE 30, 2014, AND 2013
(Expressed in thousands of U.S. Dollars)
Three months ended June 30 |
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2014 | 2013 | |||||||
Net income/(loss) |
$ | 249 | $ | (2,370 | ) | |||
Other comprehensive income/(loss) |
||||||||
Unrealized gains/(losses) from hedging financial instruments |
||||||||
Unrealized (loss)/gain on interest rate swaps, net |
(1,982 | ) | 3,279 | |||||
Amortization of deferred loss on dedesignated financial instruments |
| 219 | ||||||
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Total unrealized (losses)/ gains from hedging financial instruments |
(1,982 | ) | 3,498 | |||||
Unrealized gain/(loss) on marketable securities |
0 | (57 | ) | |||||
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|
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Other Comprehensive (loss)/income |
(1,982 | ) | 3,441 | |||||
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|
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Comprehensive (loss)/income |
(1,733 | ) | 1,071 | |||||
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Less: comprehensive (income)/loss attributable to the noncontrolling interest |
(50 | ) | 845 | |||||
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Comprehensive (loss)/income attributable to Tsakos Energy Navigation Limited |
$ | (1,783 | ) | $ | 1,916 | |||
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The accompanying notes are an integral part of these consolidated financial statements
4
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2014, AND 2013
(Expressed in thousands of U.S. Dollars)
Six months ended June 30 |
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2014 | 2013 | |||||||
Net income/(loss) |
$ | 14,747 | $ | (1,211 | ) | |||
Other comprehensive income/(loss) |
||||||||
Unrealized gains/(losses) from hedging financial instruments |
||||||||
Unrealized (loss)/gain on interest rate swaps, net |
(2,662 | ) | 4,709 | |||||
Amortization of deferred loss on dedesignated financial instruments |
154 | 435 | ||||||
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Total unrealized (losses)/ gains from hedging financial instruments |
(2,508 | ) | 5,144 | |||||
Unrealized loss on marketable securities |
0 | (55 | ) | |||||
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Other Comprehensive (loss)/income |
(2,508 | ) | 5,089 | |||||
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Comprehensive income |
12,239 | 3,878 | ||||||
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Less: comprehensive loss attributable to the noncontrolling interest |
19 | 706 | ||||||
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Comprehensive income attributable to Tsakos Energy Navigation Limited |
$ | 12,258 | $ | 4,584 | ||||
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The accompanying notes are an integral part of these consolidated financial statements
5
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2014, AND 2013
(Expressed in thousands of U.S. Dollars - except share and per share data)
Preferred Stock |
Common Stock |
Additional Paid-in Capital |
Retained Earnings |
Accumulated Other Comprehensive Income (Loss) |
Tsakos Energy Navigation Limited |
Noncontrolling Interest |
Total | |||||||||||||||||||||||||
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 paid ($0.05 per share) |
(2,822 | ) | (2,822 | ) | (2,822 | ) | ||||||||||||||||||||||||||
- Other comprehensive income (loss) |
5,089 | 5,089 | 5,089 | |||||||||||||||||||||||||||||
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BALANCE, June 30, 2013 |
$ | 2,000 | $ | 56,443 | $ | 450,642 | $ | 472,279 | $ | (9,639 | ) | $ | 971,725 | $ | 1,600 | $ | 973,325 | |||||||||||||||
BALANCE, January 1, 2014 |
$ | 4,000 | $ | 57,969 | $ | 500,737 | $ | 430,548 | $ | (6,789 | ) | $ | 986,465 | $ | 11,198 | $ | 997,663 | |||||||||||||||
Net income/(loss) |
14,766 | 14,766 | (19 | ) | 14,747 | |||||||||||||||||||||||||||
- Issuance of common stock |
25,645 | 144,229 | 169,874 | 169,874 | ||||||||||||||||||||||||||||
- Issuance of common stock under distribution agency agreement |
1,078 | 6,046 | 7,124 | 7,124 | ||||||||||||||||||||||||||||
- Common dividends declared ($0.05 per share) |
(4,231 | ) | (4,231 | ) | (4,231 | ) | ||||||||||||||||||||||||||
- Common dividends paid ($0.05 per share) |
(4,152 | ) | (4,152 | ) | (4,152 | ) | ||||||||||||||||||||||||||
- Dividends paid on Series B preferred shares |
(2,000 | ) | (2,000 | ) | (2,000 | ) | ||||||||||||||||||||||||||
- Dividends paid on Series C preferred shares |
(2,589 | ) | (2,589 | ) | (2,589 | ) | ||||||||||||||||||||||||||
- Other comprehensive income (loss) |
(2,508 | ) | (2,508 | ) | (2,508 | ) | ||||||||||||||||||||||||||
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BALANCE June 30, 2014 |
$ | 4,000 | $ | 84,692 | $ | 651,012 | $ | 432,342 | $ | (9,297 | ) | $ | 1,162,749 | $ | 11,179 | $ | 1,173,928 | |||||||||||||||
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The accompanying notes are an integral part of these consolidated financial statements
6
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013
(Expressed in thousands of U.S. Dollars)
Six months ended June 30 |
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2014 | 2013 | |||||||
Cash Flows from Operating Activities: |
||||||||
Net income/(loss) |
$ | 14,747 | $ | (1,211 | ) | |||
Adjustments to reconcile net income/(loss) to net cash provided by operating activities: |
||||||||
Depreciation |
47,537 | 46,196 | ||||||
Amortization of deferred dry-docking costs |
2,632 | 2,410 | ||||||
Amortization of loan fees |
596 | 439 | ||||||
Change in fair value of derivative instruments |
(1,260 | ) | (2,573 | ) | ||||
Payments for dry-docking |
(2,216 | ) | (2,802 | ) | ||||
(Increase) Decrease in: |
||||||||
Receivables |
(7,304 | ) | 1,200 | |||||
Inventories |
342 | (2,736 | ) | |||||
Prepaid insurance and other |
(295 | ) | (171 | ) | ||||
Increase (Decrease) in: |
||||||||
Payables |
(20,143 | ) | 18,335 | |||||
Accrued liabilities |
1,181 | 7,825 | ||||||
Unearned revenue |
(8,947 | ) | 5,649 | |||||
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Net Cash provided by Operating Activities |
26,870 | 72,561 | ||||||
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Cash Flows from Investing Activities: |
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Advances for vessels under construction and acquisitions |
(48,457 | ) | (20,581 | ) | ||||
Vessel acquisitions and/or improvements |
(62,332 | ) | (106,619 | ) | ||||
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Net Cash used in Investing Activities |
(110,789 | ) | (127,200 | ) | ||||
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Cash Flows from Financing Activities: |
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Proceeds from long-term debt |
42,000 | 92,000 | ||||||
Financing costs |
(390 | ) | (594 | ) | ||||
Payments of long-term debt |
(59,837 | ) | (95,776 | ) | ||||
(Increase)/Decrease in restricted cash |
1,379 | 10,402 | ||||||
Proceeds from stock issuance program, net |
176,998 | 48,251 | ||||||
Cash dividends |
(8,741 | ) | (2,822 | ) | ||||
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Net Cash provided by Financing Activities |
151,409 | 51,461 | ||||||
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Net increase/(decrease) in cash and cash equivalents |
67,490 | (3,178 | ) | |||||
Cash and cash equivalents at beginning of period |
162,237 | 144,297 | ||||||
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Cash and cash equivalents at end of period |
$ | 229,727 | $ | 141,119 | ||||
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The accompanying notes are an integral part of these consolidated financial statements
7
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, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.
The consolidated balance sheet as of December 31, 2013 has been derived from the audited financial statements included in the companys annual report on Form 20-F filed with the Securities and Exchange Commission on April 11, 2014 (Annual Report), but does not include all of the footnotes required by generally accepted accounting principles for complete financial statements.
A discussion of the Companys significant accounting policies can be found in Note 1 of the Companys consolidated financial statements included in the Annual Report. There have been no material changes to these policies in the six-month period ended June 30, 2014.
New Accounting Pronouncements:
Revenue from Contracts with Customers: In May 2014, the Financial Accounting Standards Board (FASB) issued a standard that will supersede virtually all of the existing revenue recognition guidance in US GAAP and is effective for annual periods beginning on or after December 15, 2016. Early adoption is not permitted. The standard establishes a five-step model that will apply to revenue earned from a contract with a customer. The standards requirements will also apply to the sale of some non-financial assets that are not part of the entitys ordinary activities (e.g., sales of property or plant and equipment). Extensive disclosures will be required, including disaggregation of total revenue; information about performance obligations; changes in contract asset and liability account balances between periods and key judgments and estimates. Management is in the process of accessing the effect of this new standard.
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, |
|||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Tsakos Shipping and Trading S.A. (commissions) |
1,325 | 1,333 | 3,166 | 2,552 | ||||||||||||
Tsakos Energy Management Limited (management fees) |
3,891 | 3,811 | 7,769 | 7,676 | ||||||||||||
Tsakos Columbia Shipmanagement S.A. |
322 | 324 | 658 | 635 | ||||||||||||
Argosy Insurance Company Limited |
2,279 | 2,391 | 4,612 | 4,475 | ||||||||||||
AirMania Travel S.A. |
1,107 | 1,150 | 2,141 | 2,368 | ||||||||||||
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Total expenses with related parties |
8,924 | 9,009 | 18,346 | 17,706 | ||||||||||||
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Balances due from and due to related parties are as follows:
June 30, 2014 |
December 31, 2013 |
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Due from related parties |
||||||||
Tsakos Columbia Shipmanagement S.A. |
3,222 | 1,084 | ||||||
Tsakos Energy Management Limited |
339 | | ||||||
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Total due from related parties |
3,561 | 1,084 | ||||||
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Due to related parties |
||||||||
Tsakos Energy Management Limited |
| 92 | ||||||
Tsakos Shipping and Trading S.A. |
785 | 555 | ||||||
Argosy Insurance Company Limited |
4,398 | 6,008 | ||||||
AirMania Travel S.A. |
284 | 275 | ||||||
|
|
|
|
|||||
Total due to related parties |
5,467 | 6,930 | ||||||
|
|
|
|
8
There is also, at June 30, 2014, an amount of $539 ($319 at December 31, 2013) due to Tsakos Shipping and Trading S.A. and $412 ($356 at December 31, 2013) due to Argosy Insurance Limited, included in accrued liabilities which relates to services rendered by these related parties not yet invoiced.
(a) | Tsakos Energy Management Limited (the Management Company): The Holding Company has a Management Agreement (Management Agreement) with the Management Company, a Liberian corporation, to provide overall executive and commercial management of its affairs for a monthly fee. Per the Management Agreement of March 8, 2007, effective from January 1, 2008, there is a prorated adjustment if at the beginning of each year the Euro has appreciated by 10% or more against the U.S. Dollar since January 1, 2007. In addition, there is an increase each year by a percentage figure reflecting 12 month Euribor, if both parties agree. From January 1, 2012, the monthly fees for operating vessels are $27.5, for vessels 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. From January 1, 2014, the monthly fee for the LNG has increased to $35.8, of which $10.0 is paid to the Management Company and $25.8 to a third party manager. Monthly management fees for the DP2 shuttle tankers have been agreed at $35.0 per vessel. Since the expiry of the bareboat charter of the VLCC Millennium on July 30, 2013, management fees for this vessel are $27.5 per month, of which $13.7 are payable to a third party manager. Management fees for the suezmax Eurochampion 2004 are $27.5 per month, of which, effective September 22, 2013, $12.0 are paid to a third party manager. In addition, a special award of $400 was paid to the Management Company in relation to capital raising offerings during the first six months of 2014. These awards have been included as a deduction of additional paid in capital in the accompanying Financial Statements. |
The Holding Company and the Management Company have certain officers and directors in common. The President, who is also the Chief Executive Officer and a Director of the Holding Company, is also the sole stockholder of the Management Company. The Management Company may unilaterally terminate its Management Agreement with the Holding Company at any time upon one years notice. In addition, if even one director was elected to the Holding Companys Board of Directors without having been recommended by the existing Board of Directors, the Management Company would have the right to terminate the Management Agreement on ten days notice, and the Holding Company would be obligated as at June 30, 2014 to pay the Management Company an amount of approximately $162,498 calculated in accordance with the terms of the Management Agreement. Under the terms of the Management Agreement between the Holding Company and the Management Company, the Holding Company may terminate the Management Agreement only under specific circumstances, without the prior approval of the Holding Companys Board of Directors.
Estimated future management fees payable over the next ten years under the Management Agreement, exclusive of any incentive awards and based on existing vessels and known vessels scheduled for future delivery, as at June 30, 2014 are:
Period/Year |
Amount | |||
July to December 2014 |
9,140 | |||
2015 |
18,280 | |||
2016 |
18,283 | |||
2017 |
18,730 | |||
2018 |
18,922 | |||
2019 to 2024 |
104,071 | |||
|
|
|||
187,426 | ||||
|
|
9
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 $979, and $247 during the six months ended June 30, 2014 and 2013, respectively, and are either accounted for as part of construction costs for delivered vessels or are included in Advances for vessels under construction.
(b) | Tsakos Columbia Shipmanagement S.A. (TCM): The Management Company appointed TCM to provide technical management to the Companys vessels from July 1, 2010. TCM is owned jointly and in equal part by related party interests and by a private German Group. TCM, at the consent of the Holding Company, may subcontract all or part of the technical management of any vessel to an alternative unrelated technical manager. |
Effective July 1, 2010, the Management Company, at its own expense, pays technical management fees to TCM, and the Company bears and pays directly to TCM most of its operating expenses, including repairs and maintenance, provisioning and crewing of the Companys vessels, as well as certain charges which are capitalized or deferred, including reimbursement of the costs of TCM personnel sent overseas to supervise repairs and perform inspections on Company vessels. The Company also pays to TCM certain fees to cover expenses relating to internal control procedures and information technology services which are borne by TCM on behalf of the Company.
(c) | Tsakos Shipping and Trading S.A. (Tsakos Shipping): |
Tsakos Shipping provides chartering services for the Companys vessels by communicating with third party brokers to solicit research and propose charters. For this service, the Company pays to Tsakos Shipping a chartering commission of approximately 1.25% on all freights, hires and demurrages. Such commissions are included in Commissions in the accompanying Consolidated Statements of Operations. Tsakos Shipping also provides sale and purchase of vessels brokerage service. For this service, Tsakos Shipping may charge a brokerage commission. Tsakos Shipping may also charge a fee of $200 (or such other sum as may be agreed) on delivery of each new-building vessel in payment for the cost of design and supervision of the new-building by Tsakos Shipping. In the first six months of 2014, $200 in aggregate was charged for supervision fees on the DP2 shuttle tankers Rio 2016 and Brasil 2014. In the first six months of 2013, no such fee was charged.
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.
(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. | Vessels |
Acquisitions
During the first six months of 2014, the Company acquired the suezmax tanker Eurovision from an affiliated Company at a cost of $61,506. 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.
Sales
There were no vessel sales in the first six months of 2014 and 2013.
10
4. | Deferred Charges |
Deferred charges consist of dry-docking and special survey costs, net of accumulated amortization, and amounted to $12,308 and $12,724, at June 30, 2014 and December 31, 2013, respectively, and loan fees, net of accumulated amortization, amounted to $4,401 and $4,607 at June 30, 2014 and December 31, 2013, 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.
5. | Long-Term Debt |
Facility |
June 30, 2014 |
December 31, 2013 |
||||||
(a) Credit Facilities |
770,174 | 808,218 | ||||||
(b) Term Bank Loans |
592,286 | 572,080 | ||||||
|
|
|
|
|||||
Total |
1,362,460 | 1,380,298 | ||||||
Less - current portion |
(126,543 | ) | (126,361 | ) | ||||
|
|
|
|
|||||
Long-term portion |
1,235,917 | 1,253,937 | ||||||
|
|
|
|
(a) | Credit facilities |
As at June 30, 2014, the Company had six 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, 2014 there is no available unused amount.
Interest is payable at a rate based on LIBOR plus a spread. At June 30, 2014, the interest rates on these facilities ranged from 1.45% to 5.69%.
(b) | Term bank loans |
Term loan balances outstanding at June 30, 2014 amounted to $592,286. These bank loans are payable in U.S. Dollars in quarterly or 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, 2014, are based on LIBOR plus a spread.
On June 17, 2014, the Company signed a new seven-year term bank loan for $42,000, which was drawn down the same day, providing partial financing of the suezmax tanker Eurovision, acquired on the same day.
On June 30, 2014, the Company signed a new six-year term bank loan for $193,239 relating to the pre and post delivery partial financing of five aframax tankers under construction. On July 2, 2014, an amount of $25,610 was drawdown to finance the second yard installment for the construction of the five vessels.
In the period after June 30, 2014, the following debt financing arrangements were completed:
On July 7, 2014, the Company signed a new six-year term bank loan for $39,000, which was drawn down on July 8, 2014 providing partial financing of the suezmax tanker Euro, acquired on the same day.
On August 22, 2014, the Company signed a new seven-year term bank loan for $38,800 relating to the pre and post delivery partial financing of one aframax tanker under construction. On August 26, 2014, an amount of $5,172 was drawdown to finance the second yard installment for the construction of the vessel.
On August 22, 2014, the Company signed a new six-year term bank loan for $78,744 relating to the pre and post delivery partial financing of two aframax tankers under construction. On August 26, 2014, an amount of $10,344 was drawdown to finance the second yard installment for the construction of the vessels.
On August 22, 2014, the Company signed a new six-year term bank loan for $39,954 relating to the pre and post delivery partial financing of one aframax tanker under construction. On August 26, 2014, an amount of $5,172 was drawdown to finance the second yard installment for the construction of the vessel.
11
At June 30, 2014, interest rates on these term bank loans ranged from 1.82% to 3.23%.
The weighted-average interest rates on the above executed loans for the applicable periods were:
Three months ended June 30, 2014 |
2.43 | % | ||
Three months ended June 30, 2013 |
2.38 | % | ||
Six months ended June 30, 2014 |
2.44 | % | ||
Six months ended June 30, 2013 |
2.43 | % |
The above revolving credit facilities and term bank loans are secured by first priority mortgages on all vessels owned by our subsidiaries, 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 $73,872 at June 30, 2014 and $78,144 at December 31, 2013, a minimum hull value in connection with the vessels outstanding loans and insurance coverage of the vessels against all customary risks. Two loan agreements require the Company to maintain throughout the security period, an aggregate credit balance in a deposit account of $2,500. Two loan agreements require a monthly pro rata transfer to a retention account of any principal due but unpaid.
As of June 30, 2014, the Company was compliant with the original financial covenants in its loan agreements, except in the case of the value-to-loan requirements in four of the loan agreements. For three of these loan agreements, the lenders had reduced the value-to-loan requirements (until June 30, 2014 inclusive) from 120% to 100% of the loan balances. The Company was in compliance with these reduced requirements as of June 30, 2014, with actual ratios of 114%-116%. Scheduled principal payments are expected to remedy two of the shortfalls by September 30, 2014 and one of the shortfalls by October 31, 2014, assuming vessel values do not fall below current levels. As to the fourth loan agreement, with a 120% value-to-loan requirement, under which $33,000 was outstanding as of June 30, 2014, there was an actual ratio of 98%. The Company has not requested a waiver of this covenant nor has the lender required additional security or prepayment of part of the loan so as to bring it into compliance. (Such prepayments would be applied against the next scheduled principal payments and, therefore, should not increase the total amounts payable by the Company during the next 12 months.) The Company reclassified $3,317 from long-term liabilities to current liabilities as of June 30, 2014, which represents the additional amount of prepayment which would be necessary to remedy the value-to-loan shortfall under this loan agreement, in the event the lender was to request a prepayment of indebtedness.
At June 30, 2014, the Company, its wholly and majority owned subsidiaries were compliant with all other terms and original covenants (i.e. without giving effect to ratio reducing amendments and covenant waivers obtained in 2013), including the leverage ratio.
The annual principal payments required to be made after June 30, 2014, excluding the value-to-loan ratio shortfall of $3,317 discussed above, are as follows:
Period/Year |
Amount | |||
July to December 2014 |
60,657 | |||
2015 |
225,892 | |||
2016 |
226,776 | |||
2017 |
183,785 | |||
2018 |
300,231 | |||
2019 and thereafter |
365,119 | |||
|
|
|||
1,362,460 | ||||
|
|
12
6. | Interest and Finance Costs, net |
Three months ended June 30, |
Six months ended June 30, |
|||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Interest expense |
8,724 | 10,329 | 17,571 | 20,597 | ||||||||||||
Less: Interest capitalized |
(660 | ) | (373 | ) | (1,192 | ) | (1,119 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Interest expense, net |
8,064 | 9,956 | 16,379 | 19,478 | ||||||||||||
Interest swap cash settlements non-hedging |
918 | 1,163 | 2,180 | 2,640 | ||||||||||||
Bunkers swap cash settlements |
(28 | ) | (16 | ) | (42 | ) | (67 | ) | ||||||||
Amortization of loan fees |
282 | 244 | 596 | 439 | ||||||||||||
Bank charges |
86 | 8 | 160 | 96 | ||||||||||||
Amortization of deferred loss on termination of financial instruments |
| 219 | 154 | 435 | ||||||||||||
Change in fair value of non-hedging financial instruments |
(752 | ) | (1,180 | ) | (1,332 | ) | (3,002 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net total |
8,570 | 10,394 | 18,095 | 20,019 | ||||||||||||
|
|
|
|
|
|
|
|
At June 30, 2014, the Company was committed to six floating-to-fixed interest rate swaps with major financial institutions covering notional amounts aggregating to $273,395, maturing from March 2016 through March 2021 on which it pays fixed rates averaging 3.4% and receives floating rates based on the six-month London interbank offered rate (LIBOR) (Note 11).
At June 30, 2014, the Company held five of the six 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 $218,145. The fair value of such financial instruments as of June 30, 2014 and December 31, 2013 in aggregate amounted to $6,069 (negative) and $3,409 (negative), respectively. The net amount of cash flow hedge losses at June 30, 2014 that is estimated to be reclassified into earnings within the next twelve months is $2,275.
At June 30, 2014 and December 31, 2013, the Company held one and two interest rate swaps respectively, that did not meet hedge accounting criteria. As such, the changes in their fair values during the first half of 2014 and 2013 have been included in change in fair value of non-hedging financial instruments in the table above, and amounted to a gain of $1,413 and $3,400, respectively.
At June 30, 2014 and December 31, 2013, the Company had four and five bunker swap agreements respectively, 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, 2014 and December 31, 2013 was $97 (positive) and $177 (positive), respectively.
The changes in their fair values during the first half of 2014 and 2013 amounting to $81 (negative) and $398 (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.
7. | Stockholders Equity |
On May 30, 2014, at the annual general meeting of shareholders, the shareholders approved the amendment of the Companys Memorandum of Association in order to increase the authorized share capital from US$100,000 consisting of 85 million common shares of a par value of $1.00 each and 15 million preferred shares of a par value of $1.00 each, to US$200,000, consisting of 185 million common shares of a par value of $1.00 each and 15 million preferred shares of a par value of $1.00 each.
From January 1, 2014 up to January 17, 2014, the Company sold 1,077,847 common shares for proceeds, net of commissions, of $7,124 under a distribution agency agreement entered into in August 2013. This agreement provides 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.
13
On February 5, 2014, the Company completed an offering of 12,995,000 common shares, including 1,695,000 common shares issued upon the exercise in full by the underwriters of their option to purchase additional shares, at a price of $6.65 per share, for net proceeds of $81,952.
On April 29, 2014, the Company completed an offering of 11,000,000 common shares, at a price of $7.30 per share, for net proceeds of $76,419. On May 22, 2014, the underwriters exercised their option to purchase 1,650,000 additional shares at the same price for net proceeds of $11,503.
On January 30, 2014, the Company paid dividends of $0.50 per share, on its 8.00% Series B Preferred Shares and $0.73958 per share, on its 8.875% Series C Preferred Shares, $2,477 in total. On April 30, 2014 the Company paid a dividend of $0.50 per share on its 8.00% Series B Preferred shares and a dividend of $0.55469 per share on its 8.875% Series C Preferred Shares, $2,109 in total.
On March 17, 2014, the Company declared a dividend of $0.05 per share on common shares outstanding, representing an amount of $4,152 payable in total, which was paid on May 22, 2014 to shareholders of record as of May 19, 2014. On May 16, 2014, the Company declared a dividend of $0.05 per share on common shares outstanding, representing an amount of $4,231 payable in total, which was paid on August 14, 2014 to shareholders of record as of August 11, 2014.
During the six-month period ended June 30, 2013, the Company declared dividends on its common shares totaling $5,644 in aggregate, of which $2,822 was paid on June 5, 2013 and $2,822 was paid on September 12, 2013 to shareholders of record as of September 9, 2013.
8. | Accumulated other comprehensive loss |
In the first half of 2014, Accumulated other comprehensive loss increased with unrealized losses of $2,508, of which $2,662 (loss) resulted from changes in fair value of financial instruments and $154 related to the amortization of loss on the de-designation of one interest rate swap.
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 the amortization of loss 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.
9. | 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.
Three months ended June 30, |
Six months ended June 30, |
|||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Numerator |
||||||||||||||||
Net income/(loss) attributable to Tsakos Energy Navigation Limited |
199 | (1,525 | ) | 14,766 | (505 | ) | ||||||||||
Preferred share dividends Series B |
(1,000 | ) | (567 | ) | (2,000 | ) | (567 | ) | ||||||||
Preferred share dividends Series C |
(1,109 | ) | | (2,219 | ) | | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income/(loss) attributable to common stockholders |
$ | (1,910 | ) | $ | (2,092 | ) | $ | 10,547 | $ | (1,072 | ) | |||||
|
|
|
|
|
|
|
|
|||||||||
Denominator |
||||||||||||||||
Weighted average common shares outstanding |
80,135,152 | 56,443,237 | 73,427,149 | 56,443,237 | ||||||||||||
Basic and diluted income/(loss) per common share |
$ | (0.02 | ) | $ | (0.04 | ) | $ | 0.14 | $ | (0.02 | ) | |||||
|
|
|
|
|
|
|
|
10. | Commitments and Contingencies |
As at June 30, 2014, the Company had under construction nine aframax tankers and one LNG carrier. The total contracted amount remaining to be paid for the ten vessels under construction, plus the extra costs agreed as at June 30, 2014 was $587,125. Scheduled remaining payments as
14
at June 30, 2014 were $77,738 from July to December 2014, $56,864 in 2015, $297,663 in 2016 and $154,860 in 2017. In addition, under a contract to build a shuttle tanker with a Korean shipbuilding yard, agreed in 2012, an amount of $4,500 was paid in 2013 as part of the first installment. However, the contract was suspended as the Company reconsidered the type of vessel to be constructed. A new proposal from the yard is currently being considered which provides that the amount of $4,500 already paid shall be considered as being part of the initial installment of a new-building that will be decided upon. In case an agreement for an alternative project is not reached, the amount of $4,500 may be considered by the yard as compensation against the Companys default under the initial agreement and the yard may claim additional compensation if the amount is found insufficient to cover the shipyards losses.
In the ordinary course of the shipping business, various claims and losses may arise from disputes with charterers, agents and other suppliers relating to the operations of the Companys vessels. Management believes that all such matters are either adequately covered by insurance or are not expected to have a material adverse effect on the Companys results from operations or financial condition.
Charters-out
The future minimum revenues of vessels in operation at June 30, 2014, before reduction for brokerage commissions, expected to be recognized on non-cancelable time charters are as follows:
Period/Year |
Amount | |||
July to December 2014 |
91,335 | |||
2015 |
130,425 | |||
2016 |
77,582 | |||
2017 |
53,185 | |||
2018 to 2028 |
441,134 | |||
|
|
|||
Minimum charter payments |
793,661 | |||
|
|
These amounts do not assume any off-hire.
11. | Financial Instruments |
(a) | Interest rate risk: The Company is subject to interest rate risk associated with changing interest rates with respect to its variable interest rate term loans and credit facilities as described in Notes 5 and 6. |
(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 Companys 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. |
(c) | Fair value: The carrying amounts reflected in the accompanying Consolidated Balance Sheet of cash and cash equivalents, restricted cash, trade receivables 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 $46,512 as compared to its carrying amount of $47,965. The Company performs relevant enquiries on a periodic basis to assess the recoverability of the long-term investment and estimates that the amount presented on the accompanying Balance sheet approximates the amount that is expected to be received by the Company in the event of sale of that investment. |
15
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 6 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 impaired vessels Silia T, Triathlon, Delphi and Millennium, at December 31, 2013, was determined through Level 2 of the fair value hierarchy as defined in FASB guidance for Fair Value Measurements and was determined by management taking into consideration valuations from independent marine valuers based on observable data such as sale of comparable assets.
The estimated fair values of the Companys financial instruments, other than derivatives at June 30, 2014 and December 31, 2013, are as follows:
Carrying Amount June 30, 2014 |
Fair Value June 30, 2014 |
Carrying Amount December 31, 2013 |
Fair Value December 31, 2013 |
|||||||||||||
Financial assets/(liabilities) |
||||||||||||||||
Cash and cash equivalents |
229,727 | 229,727 | 162,237 | 162,237 | ||||||||||||
Restricted cash |
8,148 | 8,148 | 9,527 | 9,527 | ||||||||||||
Investments |
1,000 | 1,000 | 1,000 | 1,000 | ||||||||||||
Debt |
(1,362,460 | ) | (1,361,007 | ) | (1,380,298 | ) | (1,378,753 | ) |
Tabular Disclosure of Derivatives Location
Derivatives are recorded in the balance sheet on a net basis by counterparty when a legal right of set-off 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.
Fair Value of Derivative Instruments
Asset Derivatives | Liability Derivatives | |||||||||||||||||
June 30, 2014 |
December 31, 2013 |
June 30, 2014 |
December 31, 2013 |
|||||||||||||||
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 |
| | 2,704 | 2,365 | |||||||||||||
Financial instruments - Fair value, net of current portion |
| 1,401 | 3,365 | 2,445 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Subtotal |
| 1,401 | 6,069 | 4,810 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Derivatives not designated as hedging instruments |
||||||||||||||||||
Interest rate swaps |
Current portion of financial instruments - Fair value |
| | 2,346 | 3,597 | |||||||||||||
Financial instruments - Fair value, net of current portion |
| | 1,419 | 1,582 | ||||||||||||||
Bunker swaps |
Current portion of financial instruments - Fair value |
97 | 140 | | | |||||||||||||
Financial instruments - Fair value, net of current portion |
| 37 | | | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Subtotal |
97 | 177 | 3,765 | 5,179 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total derivatives |
97 | 1,578 | 9,834 | 9,989 | ||||||||||||||
|
|
|
|
|
|
|
|
16
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, |
||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Interest rate swaps |
(2,900 | ) | (229 | ) | (4,371 | ) | (437 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
(2,900 | ) | (229 | ) | (4,371 | ) | (437 | ) | ||||||||
|
|
|
|
|
|
|
|
Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) |
||||||||||||||||||
Derivative |
Location |
Amount Three months ended June 30, |
Amount Six months ended June 30, |
|||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||
Interest rate swaps |
Depreciation expense |
(38 | ) | (38 | ) | (77 | ) | (67 | ) | |||||||||
Interest rate swaps |
Interest and finance costs, net |
(879 | ) | (3,689 | ) | (1,786 | ) | (5,513 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total |
(917 | ) | (3,727 | ) | (1,863 | ) | (5,580 | ) | ||||||||||
|
|
|
|
|
|
|
|
Derivatives Not Designated as Hedging InstrumentsNet effect on the Statement of Operations
Gain (Loss) Recognized on Derivative |
||||||||||||||||||
Derivative |
Location |
Amount Three months ended June 30, |
Amount Six months ended June 30, |
|||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||
Interest rate swaps |
Interest and finance costs, net |
(215 | ) | 457 | (767 | ) | 760 | |||||||||||
Bunker swaps |
Interest and finance costs, net |
76 | (423 | ) | (39 | ) | (331 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total |
(139 | ) | 34 | (806 | ) | 429 | ||||||||||||
|
|
|
|
|
|
|
|
The accumulated loss from Derivatives designated as Hedging instruments recognized in Accumulated Other Comprehensive Income/(Loss) as of June 30, 2014 and December 31, 2013 was $9,297 and $6,789 respectively.
The following tables summarize the fair values for assets and liabilities measured on a recurring basis as of June 30, 2014 and December 31, 2013 using level 2 inputs (significant other observable inputs):
Recurring measurements |
June 30, 2014 | December 31, 2013 | ||||||
Interest rate swaps |
(9,833 | ) | (8,588 | ) | ||||
Bunker swaps |
97 | 177 | ||||||
|
|
|
|
|||||
(9,736 | ) | (8,411 | ) | |||||
|
|
|
|
The following table presents the fair values of items measured at fair value on a nonrecurring basis for the six-month period ended June 30, 2014 and year ended December 31, 2013, using Level 2 inputs.
Nonrecurring basis |
June 30, 2014 | December 31, 2013 | ||||||
Vessels |
$ | | $ | 95,250 | ||||
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|
|
|
|||||
$ | | $ | 95,250 | |||||
|
|
|
|
12. | Other Subsequent Events |
(a) | On July 8, 2014, the Company acquired the suezmax tanker Euro, built in 2012, for $59,500, from an affiliated company. |
17
(b) | On July 14, 2014, it was announced that the Board of Directors had declared a quarterly dividend of $0.50 per share on the Companys 8% Series B Cumulative Redeemable Perpetual Preferred Shares, which was paid on July 30, 2014. On the same date it was announced that the Board of Directors had declared a quarterly dividend of $0.55469 per share on the Companys 8.875% Series C Cumulative Redeemable Perpetual Preferred Shares, which was paid on July 30, 2014. Each dividend is for the period from April 30, 2014 through July 29, 2014. |
(d) | On August 4, 2014, the Companys Board of Directors declared a dividend of $0.05 per common share outstanding, to be paid on November 25, 2014 to shareholders of record as of November 21, 2014. |
(e) | On August 14, 2014, the Company paid a dividend of $4,231 in total, or $0.05 per share, to common shareholders of record as of August 8, 2014. |
(f) | On August 14, 2014, the Company announced the commencement of a new partnership with an oil major for the construction and chartering of two LR1 tankers for five years. |
18
Exhibit 99.2
TSAKOS ENERGY NAVIGATION LIMITED
THREE AND SIX MONTHS ENDED JUNE 30, 2014
Results of operations management discussion & analysis
(Percentage calculations are based on the actual amounts shown in the accompanying financial statements)
Voyage revenues
Voyage revenue earned for the three months ended June 30, 2014 and 2013:
2014 | 2013 | |||||||||||||||
$ million |
% of total |
$ million |
% of total |
|||||||||||||
Time charter-fixed rate |
40.4 | 36 | % | 31.9 | 30 | % | ||||||||||
Time charter-variable rate (profit-share) |
13.7 | 12 | % | 17.2 | 16 | % | ||||||||||
Time charter-bareboat |
| 0 | % | 2.3 | 2 | % | ||||||||||
Voyage charter-spot market |
47.9 | 43 | % | 55.7 | 51 | % | ||||||||||
Voyage charter-contract of affreightment |
9.0 | 8 | % | | 0 | % | ||||||||||
Pool arrangement |
1.4 | 1 | % | 1.0 | 1 | % | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total voyage revenue |
112.4 | 100 | % | 108.1 | 100 | % | ||||||||||
|
|
|
|
|
|
|
|
Voyage revenue earned for the six months ended June 30, 2014 and 2013:
2014 | 2013 | |||||||||||||||
$ million |
% of total |
$ million |
% of total |
|||||||||||||
Time charter-fixed rate |
80.5 | 34 | % | 61.7 | 29 | % | ||||||||||
Time charter-variable rate (profit-share) |
27.7 | 11 | % | 36.2 | 18 | % | ||||||||||
Time charter-bareboat |
| 0 | % | 4.6 | 2 | % | ||||||||||
Voyage charter-spot market |
112.7 | 46 | % | 99.9 | 49 | % | ||||||||||
Voyage charter-contract of affreightment |
18.3 | 8 | % | | 0 | % | ||||||||||
Pool arrangement |
3.5 | 1 | % | 3.4 | 2 | % | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total voyage revenue |
242.7 | 100 | % | 205.8 | 100 | % | ||||||||||
|
|
|
|
|
|
|
|
Voyage revenue earned during the three months ended June 30, 2014 was $112.4 million, or 4.0% more than the $108.1 million earned in the three months ended June 30, 2013. The increase was mostly due to the contribution of the new shuttle tankers, which started their 15-year charters in May and June 2013 respectively.
During the second quarter of 2014, the Company operated on average 48.2 vessels compared to 47.8 vessels in the second quarter of 2013. Total utilization (total days that the vessels were actually employed as a percentage of total days in the period that we owned or controlled the vessels) achieved by the fleet in the second quarter of 2014 remained at 97.9%, the same as during the second quarter of 2013. The days lost in the second quarter of 2014 relate to the dry-docking of the panamax World Harmony and the beginning of the dry-docking of the handysize Didimon and the repositioning voyages of various other vessels. The days lost in the second quarter of 2013 relate to the dry-dockings of panamaxes Maya, Inca and Selecao, a repositioning voyage on the handymax Ariadne and off-hire days on the Antarctic. Operating days on pure time-charter without profit share increased by 240 days or 15.4% between the two second quarters, and the amount of revenue earned on such charters increased accordingly by 18.0%. There was a 15.4% decrease in the number of days utilized in profit-share arrangements which totaled 818 compared to 967 in the second quarter of 2013, while revenue earned in profit sharing arrangements decreased by 20.3%, in line with the decrease in days, rates earned being at the same levels as in prior years second quarter. The number of days in the second quarter of 2014 that vessels were employed on spot, contract of affreightment and pool voyages decreased to 1,678 from 1,732 in the second quarter of 2013, while revenue earned on those types of employment increased by 3.0% due to the improvement in freight rates.
1
The market was weak for both the second quarter of 2014 and 2013 due to seasonality, but it improved in the second part of June 2014, due to growth in Chinese imports, as China was building its strategic reserves.
During the six months ended June 30, 2014, voyage revenue increased by $36.9 million, or 17.9%, compared to revenue achieved in the six months ended June 30, 2013. This was due to the introduction of the two DP2 shuttle tankers and improved rates in aframax and suezmax crude carriers. For the first six months of 2014, on average 48.1 vessels were operated compared to 47.0 in the first six months of 2013. Since the beginning of 2013 to June 30, 2014, the Company has taken delivery of the DP2 suezmax shuttle tankers Rio 2016 and Brasil 2014 in March and April 2013 and the suezmax Eurovision in June 2014. For the first six months of 2014, the utilization achieved was 97.9%, the same as in the first six months of 2013. Apart from the lost days of the second quarter, the six month period of 2014 also includes lost days on the dry-dockings of Nippon Princess and Salamina and repositioning voyages of certain other vessels.
The average daily revenue per vessel for the second quarter of 2014, after deducting voyage expenses (time charter equivalent or TCE, see definition below) was $18,118 per day compared to $18,007 per day for the previous years second quarter. Average daily TCE rate earned for the three and six month periods ended June 30, 2014 and 2013 were:
Three months ended June 30, |
Six months ended June 30, |
|||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
$ | $ | $ | $ | |||||||||||||
LNG carrier |
79,506 | 80,500 | 80,000 | 80,500 | ||||||||||||
VLCC |
21,000 | 35,500 | 21,000 | 35,500 | ||||||||||||
Suezmax |
17,175 | 19,190 | 22,076 | 19,338 | ||||||||||||
DP2 Suezmax |
47,000 | 30,862 | 47,000 | 29,108 | ||||||||||||
Aframax |
17,770 | 13,764 | 21,389 | 14,376 | ||||||||||||
Panamax |
14,193 | 14,660 | 14,085 | 14,706 | ||||||||||||
Handymax |
14,445 | 14,244 | 14,474 | 14,323 | ||||||||||||
Handysize |
11,439 | 14,622 | 14,170 | 16,071 |
TCE is calculated by taking voyage revenue less voyage costs divided by the number of operating days. We do not deduct commission, as commission is payable on all types of charter. In the case of the bare-boat charter, we add an estimate of operating expenses of $10,000 per day in order to render the bare-boat charter comparable to a time-charter.
Time charter equivalent revenue and TCE rate are not measures of financial performance under U.S. GAAP and may not be comparable to similarly titled measures of other companies. However, TCE is a standard shipping industry performance measure used primarily to compare period-to-period changes in shipping performance despite changes in the mix of charter types (i.e. spot voyage charters, time charters and bareboat charters) under which the vessels may be employed between the periods. The following table reflects the calculation of our TCE rate for the period presented (amount in thousands of U.S. dollars, except for TCE rate, which is expressed in U.S. dollars and available days):
Three months ended June 30, |
Six months ended June 30, |
|||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Voyage revenues |
$ | 112,396 | $ | 108,091 | $ | 242,684 | $ | 205,785 | ||||||||
Less: Voyage Expenses |
(34,669 | ) | (32,417 | ) | (68,678 | ) | (56,944 | ) | ||||||||
Add: Representative operating expenses for bareboat charter ($10,000 daily) |
| 910 | | 1,810 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Time charter equivalent revenues |
$ | 77,727 | $ | 76,584 | $ | 174,006 | $ | 150,651 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Divided by: net earnings (operating) days |
4,290 | 4,253 | 8,522 | 8,328 | ||||||||||||
Average TCE per vessel per day |
$ | 18,118 | $ | 18,007 | $ | 20,418 | $ | 18,090 |
2
Commissions
Commissions amounted to $4.1 million during both the quarters ended June 30, 2014 and 2013, or 3.6% of voyage revenue for the quarter ended June 30, 2014 and 3.8% of voyage revenue for the quarter ended June 30, 2013. For the six month period ended June 30, 2014, commissions amounted to $9.1 million or 3.7% of voyage revenue compared to $7.9 million or 3.8% of voyage revenue in the corresponding period of 2013. The overall increase between the respective six month periods was due to increased revenue, commission rates remaining at the same levels.
Voyage expenses
Voyage expenses include costs that are directly related to a voyage, such as port charges, agency fees, canal dues and bunker (fuel) costs. They are borne by the Company unless the vessel is on time-charter or operating in a pool, in which case they are borne by the charterer or by the pool operators.
Voyage expenses for the three months ended June 30, 2014 and 2013:
Voyage expenses | Average daily voyage expenses per relevant vessel |
|||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||
$ million |
$ million |
increase/ (decrease) |
$ | $ | increase/ (decrease) |
|||||||||||||||||||
Bunker expenses |
23.0 | 21.6 | 6.5 | % | 14,503 | 13,174 | 10.1 | % | ||||||||||||||||
Port and other expenses |
11.7 | 10.8 | 7.9 | % | 7,343 | 6,580 | 11.6 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
34.7 | 32.4 | 6.9 | % | 21,846 | 19,754 | 10.6 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Voyage expenses for the six months ended June 30, 2014 and 2013:
Voyage expenses | Average daily voyage expenses per relevant vessel |
|||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||
$ million |
$ million |
increase/ (decrease) |
$ | $ | increase/ (decrease) |
|||||||||||||||||||
Bunker expenses |
46.5 | 38.8 | 19.9 | % | 14,652 | 13,290 | 10.2 | % | ||||||||||||||||
Port and other expenses |
22.2 | 18.1 | 22.2 | % | 6,972 | 6,204 | 12.4 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
68.7 | 56.9 | 20.6 | % | 21,624 | 19,494 | 10.9 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
The amount of voyage expenses is highly dependent on the voyage patterns followed and part of the change between quarters may usually be explained by changes in the total operating days the fleet operated on spot charter. Voyage expenses were $34.7 million during the quarter ended June 30, 2014, compared to $32.4 million during the prior years second quarter, a 6.9% increase. The number of days that the vessels were employed on types of employment bearing voyage expenses (spot and contract of affreightment) in the second quarter of 2014 was 1,587 compared to 1,641 in the prior years second quarter, a minor decrease of 3.3%. The increase in bunkering expenses between the second quarter of 2014 and 2013 is mainly due to the increased volume of the bunkers consumed by 11.3%, offset by a decrease of 2.1% in the bunker prices paid. Port expenses paid in the various ports visited during the second quarter of 2014 were higher compared to port expenses incurred in the second quarter of 2013. Voyage expenses were $68.7 million in the first six months of 2014, compared to $56.9 million in the first six months of 2013, a 20.6% increase. For the six month periods, the days the vessels were operating in types of employment bearing voyage expenses increased to 3,176 days in the first six months of 2013 compared to 2,921 days in the prior years equivalent period, an 8.7% increase. The volume of the bunkers consumed was higher by 10.2% in the first half of 2014 than in the first half of 2013, offset by a decrease in the bunker prices paid between the corresponding six month periods. Port and other expenses increased by 22.2% between the six month periods due to the increased number of days the vessels operated in spot and higher prices paid in the various ports visited.
3
Vessel operating expenses
Operating expenses for the three months ended June 30, 2014 and 2013:
Operating expenses | Average daily operating expenses per vessel |
|||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||
$ million |
$ million |
increase/ (decrease) |
$ | $ | increase/ (decrease) |
|||||||||||||||||||
Crew expenses |
20.9 | 19.5 | 7.3 | % | 4,780 | 4,589 | 4.2 | % | ||||||||||||||||
Insurances |
4.0 | 3.8 | 3.5 | % | 902 | 896 | 0.6 | % | ||||||||||||||||
Repairs and maintenance, and spares |
4.1 | 3.5 | 17.2 | % | 934 | 820 | 13.9 | % | ||||||||||||||||
Stores |
1.9 | 2.2 | (15.0 | )% | 431 | 522 | (17.4 | )% | ||||||||||||||||
Lubricants |
1.7 | 1.1 | 67.3 | % | 405 | 249 | 62.5 | % | ||||||||||||||||
Other (quality and safety, taxes, registration fees, communications) |
2.3 | 2.8 | (18.4 | )% | 519 | 652 | (20.3 | )% | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
34.9 | 32.9 | 6.2 | % | 7,971 | 7,728 | 3.1 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Earnings capacity days excluding vessel on bare-boat charter |
4,382 | 4,255 |
Operating expenses for the six months ended June 30, 2014 and 2013:
Operating expenses | Average daily operating expenses per vessel |
|||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||
$ million |
$ million |
increase/ (decrease) |
$ | $ | increase/ (decrease) |
|||||||||||||||||||
Crew expenses |
42.9 | 37.8 | 13.6 | % | 4,929 | 4,535 | 8.7 | % | ||||||||||||||||
Insurances |
7.6 | 6.9 | 10.2 | % | 875 | 828 | 5.7 | % | ||||||||||||||||
Repairs and maintenance, and spares |
8.4 | 7.5 | 12.8 | % | 967 | 896 | 8.0 | % | ||||||||||||||||
Stores |
4.3 | 4.3 | (1.6 | )% | 492 | 522 | (5.8 | )% | ||||||||||||||||
Lubricants |
3.2 | 2.6 | 22.7 | % | 367 | 313 | 17.3 | % | ||||||||||||||||
Other (quality and safety, taxes, registration fees, communications) |
5.0 | 5.1 | (3.5 | )% | 572 | 616 | (7.2 | )% | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total operating expenses |
71.4 | 64.2 | 11.1 | % | 8,202 | 7,710 | 6.4 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Earnings capacity days excluding vessel on bare-boat charter |
8,702 | 8,326 |
Vessel operating expenses include crew expenses, insurances, repairs and maintenance, spares, stores, lubricants, and other expenses such as quality and safety, tonnage tax, registration fees and communications costs. They are borne by the Company for all vessels of the fleet except for the period when the VLCC Millennium was on bare-boat charter, which ended in July 2013.
Earnings capacity days for the three month period ended June 30, 2014, increased by 127 days or 3.0% and for the six month period ended June 30, 2014, increased by 376 days or 4.5%, due to the addition of the DP2 shuttle tankers Rio 2016 and Brasil 2014 in the first and second quarter of 2013 and the addition of the suezmax tanker Eurovision in June 2014. As a percentage of voyage revenues, operating expenses were 31.1% in the second quarter of 2014 and 30.4% in the second quarter of 2013. In the six month periods operating expenses as a percentage of voyage revenues were 29.4% in the first six months of 2014 and 31.2% in the first six months of 2013.
Operating expenses in both the three and six months periods of 2014 increased due to higher crew expenses, repairs and maintenance and lubricants offset by lower expenses on stores. Lubricants were higher by 67.3% in the second quarter of 2014 compared to the second quarter of 2013 and 22.7% in the equivalent six months periods, due to the addition of the shuttle tankers Rio 2016 and Brasil 2014 as well as due to the trading patterns of the vessels which resulted in purchases of lubricants in more expensive ports.
4
There was a 5.0% weakening of the U.S. dollar in the second quarter of 2014 compared to the second quarter of 2013, and a 4.4% weakening of the U.S. dollar between the equivalent six month periods. For both the three and six months periods, this depreciation mainly impacted crew costs, as over 50% of crew expenses, relating mainly to Greek officers, are denominated in Euro, coupled by the fact that in both the three and six months periods more Greek officers and crew were employed on the Companys vessels. Crew fees also increased as a result of new taxes imposed for crew members, increased overlapping wages and crew transportation, offset by lower crew bonuses. The depreciation of the U.S. dollar also impacted repairs, spares, stores and maintenance expenses as approximately a third of those expenses was paid in Euro. In each of the six months periods of 2014 and 2013 three drydockings were completed and one started with completion within the third quarter of 2014 and 2013 respectively, but repairs incurred on vessels that underwent drydocking during the first six months of 2014 were higher compared to those incurred in the first six months of 2013. Other operating expenses were lower in both the three and six month periods of 2014 compared to the equivalent periods of 2013, due to decreased general operating expenses.
Vessel operating expenses per vessel per day have increased from an average of $7,710 for the six months ended June 30, 2013, to $8,202 for the six months ended June 30, 2014. A large part of the increase is attributable the addition of the two DP2 shuttle tankers, which have higher operating expenses than conventional tankers, but their earnings are high enough to absorb those costs. However, daily operating expenses in the second quarter of 2014, fell to $7,971 compared to $8,436 in the first quarter of 2014.
Depreciation
Depreciation was $23.9 million during both the quarters ended June 30, 2014 and 2013. For the first six months of 2014, depreciation was $47.5 million compared to $46.2 million in the first six months of 2013, a 2.9% increase. This was primarily due to the addition of the two DP2 suezmax shuttle tankers Rio 2016 and Brasil 2014 in the first half of 2013.
Amortization of deferred charges
Amortization of deferred dry-docking charges was $1.4 million during the second quarter of 2014, compared to $1.2 million during the second quarter of 2013. For the six month period ended June 30, 2014 and 2013, amortization of deferred charges was $2.6 million and $2.4 million, respectively. The increase in both the three and six month periods is due to the slightly higher number of vessels that had deferred charges which were amortized in the statement of operations.
Impairment
During the first half of 2014, although vessel values improved over values determined in prior periods, 35 vessels still had carrying values in excess of fair market value. Nevertheless, the Companys impairment tests did not indicate that an impairment charge was required for any vessel of the fleet at June 30, 2014. At December 31, 2013, it was determined that the carrying value of the vessels Silia T, Triathlon, Delphi and Millennium were in excess of their estimated fair market values and that the vessels would not generate adequate cash flow over their remaining life in excess of their carrying value. As a result, the carrying value of these four vessels, totaling $123,540 was written down to $95,250, based on level 2 inputs of the fair value hierarchy, as determined by management taking into consideration valuations from independent marine valuers.
Management fees
Management fees totaled $4.0 million during the quarter ended June 30, 2014, compared to $3.9 million for the quarter ended June 30, 2013, a 4.0% increase. For the six months ended June 30, 2014, management fees were $8.1 million compared to $7.8 million in the first half of 2013, a 3.2% increase. In both periods the increase is due to the addition of the DP2 shuttle tankers Rio 2016 and Brasil 2014 in March and April 2013, respectively.
The Company pays to Tsakos Energy Management Ltd. fixed fees per vessel under a management agreement between the companies. The fee pays for services that cover both the management of the individual vessels and of the enterprise as a whole. According to the management agreement, there is a prorated adjustment if at the beginning of the year the Euro has appreciated by 10% or more against the U.S. Dollar since January 1, 2007, and an increase each year by a percentage figure reflecting 12 month Euribor, if both parties agree. There has been no increase in management fees payable to the management company in 2014 to date.
5
In the first half of 2014, all the vessels in the fleet, apart from the LNG carrier Neo Energy, the VLCC Millennium (since July 30, 2013) and the suezmax Eurochampion 2004 (since September 22, 2013) have been managed by third-party managers. Monthly management fees for operating conventional vessels are $27,500 per month. The monthly fee relating to vessels chartered-in or chartered-out on a bare-boat basis or for vessels under construction is $20,400. Management fees for Neo Energy are $35,833, of which $10,000 are payable to the management company and $25,833 to the third-party manager. Management fees for the DP2 suezmax shuttle tankers are $35,000 per month and have been applied from the delivery of the vessels. Management fees for Millennium are $27,500 per month, of which $13,666 are payable to a third-party manager. Management fees for Eurochampion 2004 are $27,500 per month, of which $12,000 are payable to a third party manager. Management fees paid relating to vessels under construction are capitalized as part of the vessels costs.
General and administrative expenses
General and administrative expenses consist primarily of professional fees, office supplies, investor relations, advertising costs, directors liability insurance, directors fees and travel-related expenses. General and administrative expenses were $0.9 million and $1.0 million during the quarters ended June 30, 2014 and 2013, respectively. For the six months ended June 30, 2014, general and administrative expenses were $2.3 million compared to $2.1 million during the previous years first six months, an increase of 7.9% mainly due to increased professional fees.
General and administrative expenses plus the management fees represent the overhead of the Company. On a per vessel basis, the daily overhead was $1,121 for the second quarter of 2014, compared to $1,116 in the second quarter of 2013. The increase is due to increased management fees, offset by the decreased general and administrative expenses. For the respective six month periods, the daily overhead per vessel was $1,188 and $1,167 respectively as both management fees and general and administrative expenses increased.
Operating income/(loss)
Income from vessel operations was $8.5 million during the second quarter of 2014, compared to $8.6 million during the second quarter of 2013. During the first half of 2014, income from vessel operations was $33.0 million, compared to $18.3 million during the first half of 2013, representing a 79.8% increase.
6
Interest and finance costs
Interest and finance cost analysis in the table below is not presented according to U.S. GAAP guidelines. However, management believes that this analysis may provide its users a better understanding of the Companys finance cost. Management also, uses this analysis in making financial and planning decisions.
Three months ended June 30, |
Six months ended June 30, |
|||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
$ million |
$ million |
$ million |
$ million |
|||||||||||||
Interest on loans |
8.2 | 8.7 | 16.6 | 17.5 | ||||||||||||
Interest rate swaps cash settlements |
1.5 | 3.6 | 3.2 | 5.6 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total interest |
9.7 | 12.3 | 19.8 | 23.1 | ||||||||||||
Less: Interest capitalized |
(0.7 | ) | (0.4 | ) | (1.2 | ) | (1.1 | ) | ||||||||
|
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|
|
|
|
|
|
|||||||||
Interest expense, net |
9.0 | 11.9 | 18.6 | 22.0 | ||||||||||||
Change in fair value of interest rate swaps |
(0.7 | ) | (2.4 | ) | (1.4 | ) | (3.2 | ) | ||||||||
Other finance costs |
0.3 | 0.9 | 0.9 | 1.2 | ||||||||||||
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|
|
|
|
|
|||||||||
Net total |
8.6 | 10.4 | 18.1 | 20.0 | ||||||||||||
|
|
|
|
|
|
|
|
Interest and finance costs were $8.6 million for the second quarter of 2014, compared to $10.4 million for the quarter ended June 30, 2013, a 17.5% decrease. Loan interest (excluding the impact of interest rate swaps) in the second quarter 2014 decreased by 5.4% to $8.2 million from $8.7 million in the second quarter of 2013. The average balance of outstanding debt was approximately $1,341 million for the second quarter of 2014 compared to $1,448 million for the previous years second quarter, while the average loan interest rate remained at 2.4% during the second quarter of 2014 and 2013. Interest paid on hedging and non-hedging interest rate swaps amounted to $1.5 million in the second quarter 2014 compared to $3.6 million in the second quarter of 2013, due to the expiry of three interest rate swaps since the second quarter of 2013. As a result, the average all-in loan finance cost in the second quarter of 2014, taking account of net swap interest paid on hedging and non-hedging interest rate swaps, was 2.9% compared to 3.1% in the previous years second quarter.
For the six months ended June 30, 2014, interest and finance costs were $18.1 million compared to $20.0 million for the six months ended June 30, 2013, a 9.6% decrease. Loan interest decreased to $16.6 million in the six months ended June 30, 2014 from $17.5 million in the six months ended June 30, 2013 due to the reduction of the average loan balances from $1,435 million to $1,354 million, interest rates remaining at the same level between the two periods. However, interest paid on hedging and non-hedging swaps decreased to $3.2 million in the six months ended June 30, 2014 from $5.6 million in the prior year first six months due to the expiry of three swaps since the second quarter of 2013.
There was a non-cash positive net movement of $0.7 million in the fair value (mark-to-market) of the non-hedging interest rate swaps in the second quarter of 2014, compared to a positive movement of $2.4 million in the second quarter of 2013. In the six months ended June 30, 2014, there was a positive movement of $1.4 million compared to a positive movement of $3.2 million for the first six months of 2013.
Other finance costs include changes in fair value of non-hedging bunker swaps, bunker swaps cash settlements, amortization of deferred loss on de-designated financial instruments and amortization of loan fees, all with insignificant movements in both the second quarters and six month periods of 2014 and 2013.
Capitalized interest is based on expenditure incurred to date on vessels under construction. In the second quarter of 2014, capitalized interest was $0.7 million and $0.4 million in the second quarter of 2013. For the first six months of 2014 and 2013, capitalized interest was $1.2 million and $1.1 million, respectively. The increase is due to the addition of nine aframax vessels under construction since the prior year period.
7
Interest income
Total income derived from bank deposits was $0.1 million during both the second quarter of 2014 and 2013. For the six month periods ended June 30, 2014 and 2013, $0.1 million and $0.2 million were earned respectively, the decrease being mainly due to the drop in interest rates between the relevant periods.
Net income attributable to the non-controlling interest
There is a noncontrolling interest of 49% in the subsidiary Mare Success S.A., which owns 100% of each of the companies that own the panamax vessels Maya and Inca. Income attributable to the non-controlling interest in the second quarter of 2014 amounted to $0.1 million compared to $0.8 million loss attributable to the non-controlling interest in the second quarter 2013. For the six months ended June 30, 2014, loss attributable to the non-controlling interest was minimal compared to a loss attributable to the non-controlling interest of $0.7 million during the first six months of 2013. The loss in the three and six months periods of 2013 was mainly due to the scheduled special survey of Maya within the second quarter of 2013 and the beginning of the special survey of Inca, which finished in the third quarter of 2013.
Net income attributable to Tsakos Energy Navigation Limited
As a result of the foregoing, the net income attributable to Tsakos Energy Navigation Limited for the quarter ended June 30, 2014 was $0.2 million, or $0.02 loss per share, taking into account cumulative preferred dividends of $2.1 million, versus a net loss of $1.5 million, or $0.04 loss per share, taking into account cumulative preferred dividends of $0.6 million for the quarter ended June 30, 2013. The net income attributable to Tsakos Energy Navigation Limited for the six months ended June 30, 2014 was $14.8 million, or $0.14 earnings per share, taking into account the effect of cumulative dividends of $4.2 million on our preferred stock, versus $0.5 million net loss, or $0.02 loss per share, taking into account the effect of cumulative preferred dividends of $0.6 million for the six months ended June 30, 2013.
Liquidity and capital resources
Liquidity requirements relate to servicing debt, funding the equity portion of investments in vessels, funding working capital and controlling fluctuations in cash flow. In addition, our new building commitments, other expected capital expenditure on dry-dockings and vessel acquisitions will require us to expend cash in 2014 and in future years. Net cash flow generated by operations is the main source of liquidity. Apart from the possibility of issuing further equity, additional sources of cash include proceeds from asset sales and borrowings, although all borrowing arrangements to date have specifically related to the acquisition of vessels.
We believe, given our current cash holdings and the number of vessels we have on time charter, that if market conditions remain relatively stable throughout 2014, our financial resources, including the cash expected to be generated within the year, will be sufficient to meet our liquidity and working capital needs through June 30, 2015, taking into account our existing capital commitments and debt service requirements. If market conditions worsen significantly, then our cash resources may decline to a level that may put at risk our ability to service timely our debt and capital expenditure commitments. In order to avoid such an eventuality, management would expect to be able to raise extra capital through the alternative sources described above.
Working capital (non-restricted net current assets) at June 30, 2014 amounted to $93.9 million positive, compared to a negative of $5.3 million at December 31, 2013. Non-restricted cash balances at June 30, 2014 were $229.7 million compared to $162.2 million at December 31, 2013.
Net cash provided by operating activities was $8.1 million in the quarter ended June 30, 2014, compared to $32.8 million in the previous years second quarter. For the six month respective periods, net cash from operating activities was $26.9 million in 2014, compared to $72.6 million in the first six months of 2013.
Expenditure incurred for dry-dockings and special survey purposes, which are deferred and amortized to expense over the period from the dry-docking to the date of the next scheduled dry-docking, is
8
deducted from net income to calculate cash generated by operating activities. In the second quarter of 2014, an amount of $0.8 million was paid on the dry-docking of World Harmony, while payments of $1.7 million were made on the dry-dockings of Selecao, Maya and Inca, in the second quarter of 2013. For the six months periods, $2.2 million was paid in 2014 compared to $2.8 million in the previous years first six months.
Net cash used in investing activities was $63.2 million for the quarter ended June 30, 2014, and $69.0 million for the quarter ended June 30, 2013. In the second quarter of 2014, net funds for the acquisition of the suezmax Eurovision amounted to $61.5 million and $0.4 million were paid for additions and improvements to existing vessels. In the second quarter of 2013, $53.2 million were paid for the acquisition of the DP2 shuttle tanker Brasil 2014, and $0.4 million for additions and improvements to existing vessels. In total additions to existing vessels and improvements amounted to $0.8 million in the first six months of 2014 and $1.8 million in the first six months of 2013.
In the second quarter of 2014, advances for vessels under construction amounted to $1.3 million. For the six month period advances for vessels under construction amounted to $48.5 million, of which $46.3 million were paid as the first yard installment for the construction of the nine aframaxes. In the second quarter of 2013, advances for vessels under construction amounted to $15.9 million. For the six month period, such advances amounted to $20.6 million in 2013. There was one LNG carrier under construction and nine aframaxes on order as at June 30, 2014. As at June 30, 2013, there was under construction the same LNG carrier. The total contracted amount for the ten vessels is $685.6 million and until June 30, 2014, we had made progress payments of $98.4 million. The scheduled remaining yard installments are $77.7 million in the remainder of 2014 of which $25.6 million, relating to the first five aframaxes were paid in July 2014 and financed by a new loan signed in June 2014. Another $20.7 million relating to the additional four aframaxes were paid in August 2014, financed by three new loans signed also in August 2014. Scheduled installments for 2015 are $56.9 million and for 2016 to 2017 $452.5 million. Pre- and post delivery financing has been arranged for the nine aframaxes and the Company is in discussions for the financing of the LNG carrier. In addition, a contract we had for construction of a shuttle tanker has been cancelled and we are currently in discussion with the shipyard regarding the possible substitution of two alternative vessels at delivery dates to be determined. The LNG carrier is expected to be delivered in the first quarter of 2016 and the aframaxes are expected to be delivered at various dates between the second quarter of 2016 and the third quarter of 2017.
Net cash provided by financing activities was $88.5 million in the quarter ended June 30, 2014, compared to $44.9 million during the quarter ended June 30, 2013. Net cash provided by financing activities was $151.4 million in the six months ended June 30, 2014, compared to $51.5 million during the six months ended June 30, 2013. In the second quarter of 2014, $42.0 million of new debt was drawn down for the acquisition of the suezmax tanker Eurovision, while in the second quarter of 2013, $46.0 million of new debt was drawn down for the acquisition of the DP2 shuttle tanker Brasil 2014. Payments of long term debt amounted to $33.9 million in the second quarter of 2014, while in the second quarter of 2013 there were loan repayments of $44.1 million.
In the first six months of 2014 the company completed two offerings of a total 25,645,000 common shares in total raising $169.9 million, net of underwriting commissions.
Also, during January 2014, the Company issued 1,077,847 common shares under a distribution agency agreement raising $7.1 million, net of underwriting commissions.
Total debt outstanding decreased from $1,354 million at the beginning of the second quarter of 2014 to $1,362 million at the end of the quarter. The debt to capital (equity plus debt) ratio was 53.7% at June 30, 2014 (or 48.9% on a net of cash basis). No new interest rate swaps have been arranged in the second quarter of 2014. Interest rate swap coverage on outstanding loans, including fixed interest loan coverage, at June 30, 2014 was approximately 23.6%.
Quarterly dividends of $0.05 per common share were paid on May 22, 2014 amounting to $4.2 million. On May 16, 2014, the Company declared a $0.05 per common share dividend payable on August 14, 2014 to common shareholders of record on August 11, 2014. Also on August 4, 2014 the Company declared a $0.05 per common share dividend payable on November 25, 2014 to common shareholders of record on November 21, 2014. The dividend policy of the Company is to pay dividends on a quarterly basis. The payment and the amount of dividends are subject to the discretion of our board of directors and depend, among other things, on available cash balances, anticipated cash needs, our results of operations, our financial condition, and any loan agreement restrictions binding us or our subsidiaries, as well as other relevant factors.
9
A dividend of $0.50 per share for the 8.00% Series B Preferred Shares, and a dividend of $0.73958 per share for the 8.875% Series C Preferred Shares, totaling $2.5 million in aggregate, were paid on January 30, 2014. A dividend of $0.50 per share for the 8.00% Series B Preferred shares, and a dividend of $0.55469 per share for the 8.875% Series C Preferred shares, totaling $2.1 million in aggregate, were paid on April 30, 2014.
On July 14, 2014 it was announced that the Board of Directors declared a regular quarterly dividend of $0.50 per share for the 8.00% Series B Cumulative Redeemable Perpetual Preferred Shares, which was paid on July 30, 2014. On the same date it was announced that the Board of Directors declared a quarterly dividend of $0.55469 per share for the 8.875% Series C Cumulative Redeemable Perpetual Preferred Shares, which was paid on July 30, 2014. Each dividend is for the period from April 30, 2014 through July 29, 2014.
Preferred share Dividends on the Series B and C Preferred Shares are payable quarterly in arrears on the 30th day of January, April, July and October of each year, when, as and if declared by the Companys board of directors.
The Company is currently in full compliance with all the original financial covenants contained within its loan agreements with the exception of two loans, where the value-to-loan ratios are not in compliance. However, it is expected that the first of these will be remediated by the next scheduled repayment in October 2014, assuming current vessel valuations are maintained. The second loan will have a shortfall of $3.3 million, after taking into account of the next two scheduled repayments.
10
Long-Term Debt - Term Bank Loans (Details) (USD $)
In Thousands, unless otherwise specified |
6 Months Ended | 0 Months Ended | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2014
|
Dec. 31, 2013
|
Jun. 30, 2014
All Company's term bank loans
|
Jun. 30, 2014
Five aframax tankers under construction
|
Jul. 02, 2014
Five aframax tankers under construction
|
Jun. 17, 2014
Suezmax Tanker Eurovision
|
Jul. 08, 2014
Suezmax Tanker Euro
|
Jul. 07, 2014
Suezmax Tanker Euro
|
Aug. 26, 2014
One Aframax Tanker Under Construction
|
Aug. 22, 2014
One Aframax Tanker Under Construction
|
Aug. 26, 2014
Two Aframax Tankers Under Construction
|
Aug. 22, 2014
Two Aframax Tankers Under Construction
|
Aug. 26, 2014
One Aframax Tanker Under Construction
|
Aug. 22, 2014
One Aframax Tanker Under Construction
|
|
Outstanding term loan balance | $ 592,286 | $ 572,080 | $ 193,239 | $ 42,000 | $ 39,000 | $ 38,800 | $ 78,744 | $ 39,954 | ||||||
Duration of term bank loan | 6 Years | 7 Years | 6 Years | 7 Years | 6 Years | 6 Years | ||||||||
Loan facility amount draw down | $ 25,610 | $ 42,000 | $ 39,000 | $ 5,172 | $ 10,344 | $ 5,172 | ||||||||
Libor plus spread minimum | 1.82% | |||||||||||||
Libor plus spread maximum | 3.23% |
Financial Instruments - Fair Value of Items Measured on Nonrecurring Basis (Table) (Details) (Significant Other Observable Inputs Assets / (Liabilities) (Level 2), USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2014
|
Dec. 31, 2013
|
---|---|---|
Significant Other Observable Inputs Assets / (Liabilities) (Level 2)
|
||
Vessels | $ 0 | $ 95,250 |
Total | $ 0 | $ 95,250 |
Financial Instruments - Fair Values (Table) (Details) (USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2014
|
Dec. 31, 2013
|
Jun. 30, 2013
|
Dec. 31, 2012
|
---|---|---|---|---|
Financial Instruments [Abstract] | ||||
Cash and cash equivalents - Carrying Amount | $ 229,727 | $ 162,237 | $ 141,119 | $ 144,297 |
Restricted cash - Carrying Amount | 8,148 | 9,527 | ||
Investments - Carrying Amount | 1,000 | 1,000 | ||
Debt - Carrying amount | (1,362,460) | (1,380,298) | ||
Cash and cash equivalents - Fair Value | 229,727 | 162,237 | ||
Restricted cash - Fair value | 8,148 | 9,527 | ||
Investments - Fair Value | 1,000 | 1,000 | ||
Debt - Fair Value | $ (1,361,007) | $ (1,378,753) |
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