0001193125-14-445352.txt : 20141217 0001193125-14-445352.hdr.sgml : 20141217 20141217160535 ACCESSION NUMBER: 0001193125-14-445352 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20141217 FILED AS OF DATE: 20141217 DATE AS OF CHANGE: 20141217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TSAKOS ENERGY NAVIGATION LTD CENTRAL INDEX KEY: 0001166663 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31236 FILM NUMBER: 141292562 BUSINESS ADDRESS: STREET 1: 367 SYNGROU AVENUE CITY: ATHENS STATE: J3 ZIP: 00000 MAIL ADDRESS: STREET 1: 367 SYNGROU AVE 175 64 CITY: ATHENS STATE: J3 ZIP: 00000 6-K 1 d839128d6k.htm FORM 6-K Form 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December, 2014

Commission File Number 001-31236

 

 

TSAKOS ENERGY NAVIGATION LIMITED

(Translation of registrant’s name into English)

 

 

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

(Address of principal executive office)

 

 

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

Form 20-F  x            Form 40-F  ¨

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

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

 

 

 


TSAKOS ENERGY NAVIGATION LIMITED

FORM 6-K

This report on Form 6-K is hereby incorporated by reference into the following Registration Statements of the Company:

 

    Registration Statement on Form F-3 (No. 333-196839) 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), September 30, 2014
99.2    Management’s Discussion and Analysis of Financial Condition and Results of Operations


SIGNATURES

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

Date: December 17, 2014

 

TSAKOS ENERGY NAVIGATION LIMITED
By:  

/s/ Paul Durham

  Paul Durham
  Chief Financial Officer
EX-99.1 2 d839128dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2014 AND DECEMBER 31, 2013

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

 

     September 30,
2014
    December 31,
2013
 
ASSETS     

CURRENT ASSETS:

    

Cash and cash equivalents

   $ 204,680      $ 162,237   

Restricted cash

     8,343        9,527   

Accounts receivable, net

     35,155        21,873   

Insurance claims

     245        2,569   

Due from related companies (Note 2)

     2,586        1,084   

Advances and other

     12,133        13,097   

Inventories

     20,790        19,660   

Prepaid insurance and other

     2,413        2,354   

Current portion of financial instruments-Fair value (Note 11)

     —          140   
  

 

 

   

 

 

 

Total current assets

     286,345        232,541   
  

 

 

   

 

 

 

INVESTMENTS

     1,000        1,000   

FINANCIAL INSTRUMENTS - FAIR VALUE, net of current portion (Note 11)

     122        1,438   

FIXED ASSETS (Note 3)

    

Advances for vessels under construction

     155,151        58,521   

Vessels

     2,833,075        2,710,418   

Accumulated depreciation

     (609,950     (537,350
  

 

 

   

 

 

 

Vessels’ Net Book Value

     2,223,125        2,173,068   
  

 

 

   

 

 

 

Total fixed assets

     2,378,276        2,231,589   
  

 

 

   

 

 

 

DEFERRED CHARGES, net (Note 4)

     19,757        17,331   
  

 

 

   

 

 

 

Total assets

   $ 2,685,500      $ 2,483,899   
  

 

 

   

 

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY     

CURRENT LIABILITIES:

    

Current portion of long-term debt (Note 5)

   $ 129,547      $ 126,361   

Payables

     35,618        52,319   

Due to related companies (Note 2)

     7,993        6,930   

Dividends payable

     4,236        —     

Accrued liabilities

     18,662        16,628   

Accrued bank interest

     7,822        6,058   

Unearned revenue

     5,768        14,014   

Deferred income

    

Current portion of financial instruments - Fair value (Note 11)

     7,240        5,962   
  

 

 

   

 

 

 

Total current liabilities

     216,886        228,272   
  

 

 

   

 

 

 

LONG-TERM DEBT, net of current portion (Note 5)

     1,291,490        1,253,937   

FINANCIAL INSTRUMENTS - FAIR VALUE, net of current portion (Note 11)

     3,098        4,027   

STOCKHOLDERS’ EQUITY:

    

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 September 30, 2014 and December 31, 2013.

     4,000        4,000   

Common stock, $ 1.00 par value; 185,000,000 and 85,000,000 shares authorized at September 30, 2014 and December 31, 2013 respectively; 84,712,295 and 57,969,448 issued and outstanding at September 30, 2014 and December 31, 2013 respectively.

     84,712        57,969   

Additional paid-in capital

     651,065        500,737   

Accumulated other comprehensive loss

     (8,108     (6,789

Retained earnings

     431,207        430,548   
  

 

 

   

 

 

 

Total Tsakos Energy Navigation Limited stockholders’ equity

     1,162,876        986,465   

Noncontrolling Interest

     11,150        11,198   
  

 

 

   

 

 

 

Total stockholders’ equity

     1,174,026        997,663   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 2,685,500      $ 2,483,899   
  

 

 

   

 

 

 

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 SEPTEMBER 30, 2014 AND 2013

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

 

     Three months ended  
     September 30  
     2014     2013  

VOYAGE REVENUES:

   $ 120,881      $ 107,564   

EXPENSES:

    

Commissions

     4,565        4,166   

Voyage expenses

     33,837        29,557   

Vessel operating expenses

     37,182        32,823   

Depreciation

     25,179        24,571   

Amortization of deferred dry-docking costs

     1,354        1,298   

Management fees (Note 2(a))

     4,190        4,019   

General and administrative expenses

     1,000        1,208   

Stock compensation expense

     142        —     

Foreign currency (gains)/losses

     (406     267   
  

 

 

   

 

 

 

Total expenses

     107,043        97,909   
  

 

 

   

 

 

 

Operating income

     13,838        9,655   
  

 

 

   

 

 

 

OTHER INCOME (EXPENSES):

    

Interest and finance costs, net (Note 6)

     (9,337     (10,856

Interest income

     188        142   

Other, net

     498        (682
  

 

 

   

 

 

 

Total other expenses, net

     (8,651     (11,396
  

 

 

   

 

 

 

Net income/(loss)

     5,187        (1,741

Less: Net loss attributable to the noncontrolling interest

     29        379   
  

 

 

   

 

 

 

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

   $ 5,216      $ (1,362
  

 

 

   

 

 

 

Effect of preferred dividends

     (2,109     (1,000

Net income attributable to common stockholders of Tsakos Energy Navigation Limited

     3,107        (2,362

Earnings/(loss) per share, basic and diluted attributable to Tsakos Energy Navigation Limited common shareholders

   $ 0.04      $ (0.04
  

 

 

   

 

 

 

Weighted average number of shares, basic and diluted

     84,705,556        56,614,752   
  

 

 

   

 

 

 

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 NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013

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

 

     Nine months ended  
     September 30  
     2014     2013  

VOYAGE REVENUES:

   $ 363,565      $ 313,348   

EXPENSES:

    

Commissions

     13,662        12,018   

Voyage expenses

     102,516        86,501   

Vessel operating expenses

     108,556        97,054   

Depreciation

     72,716        70,767   

Amortization of deferred dry-docking costs

     3,985        3,708   

Management fees (Note 2(a))

     12,262        11,845   

General and administrative expenses

     3,268        3,311   

Stock compensation expense

     142        —     

Foreign currency (gains)/losses

     (358     144   
  

 

 

   

 

 

 

Total expenses

     316,749        285,348   
  

 

 

   

 

 

 

Operating income

     46,816        28,000   
  

 

 

   

 

 

 

OTHER INCOME (EXPENSES):

    

Interest and finance costs, net (Note 6)

     (27,432     (30,875

Interest income

     302        300   

Other, net

     247        (378
  

 

 

   

 

 

 

Total other expenses, net

     (26,883     (30,953
  

 

 

   

 

 

 

Net income/(loss)

     19,933        (2,953

Less: Net loss attributable to the noncontrolling interest

     48        1,085   
  

 

 

   

 

 

 

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

   $ 19,981      $ (1,868
  

 

 

   

 

 

 

Effect of preferred dividends

     (6,328     (1,567

Net income/(loss) attributable to common stockholders of Tsakos Energy Navigation Limited

     13,653        (3,435

Earnings/(loss) per share, basic and diluted attributable to Tsakos Energy Navigation Limited common shareholders

   $ 0.18      $ (0.06
  

 

 

   

 

 

 

Weighted average number of shares, basic and diluted

     77,227,931        56,501,037   
  

 

 

   

 

 

 

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 SEPTEMBER 30, 2014, AND 2013

(Expressed in thousands of U.S. Dollars)

 

     2014      2013  

Net income/(loss)

   $ 5,187       $ (1,741

Other comprehensive income/(loss)

     

Unrealized gains/(losses) from hedging financial instruments

     

Unrealized gain on interest rate swaps, net

     1,188         733   

Amortization of deferred loss on dedesignated financial instruments

     —           221   
  

 

 

    

 

 

 

Total unrealized gains from hedging financial instruments

     1,188         954   

Unrealized gain/(loss) on marketable securities

     0         (24

Realized (gain)/loss on marketable securities reclassified to statement of operations

     0         (89
  

 

 

    

 

 

 

Other Comprehensive income

     1,188         841   
  

 

 

    

 

 

 

    

     
  

 

 

    

 

 

 

Comprehensive income/(loss)

     6,375         (900
  

 

 

    

 

 

 

Less: comprehensive loss attributable to the noncontrolling interest

     29         379   
  

 

 

    

 

 

 

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

   $ 6,404       $ (521
  

 

 

    

 

 

 

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 NINE MONTHS ENDED SEPTEMBER 30, 2014, AND 2013

(Expressed in thousands of U.S. Dollars)

 

     2014     2013  

Net income/(loss)

   $ 19,933      $ (2,953

Other comprehensive income/(loss)

    

Unrealized gains/(losses) from hedging financial instruments

    

Unrealized (loss)/gain on interest rate swaps, net

     (1,473     5,441   

Amortization of deferred loss on dedesignated financial instruments

     154        657   
  

 

 

   

 

 

 

Total unrealized (losses)/ gains from hedging financial instruments

     (1,319     6,098   

Unrealized gain/(loss) on marketable securities

     0        (79

Realized (gain)/loss on marketable securities reclassified to statement of operations

     0        (89
  

 

 

   

 

 

 

Other Comprehensive (loss)/income

     (1,319     5,930   
  

 

 

   

 

 

 

    

    
  

 

 

   

 

 

 

Comprehensive income

     18,614        2,977   
  

 

 

   

 

 

 

Less: comprehensive loss attributable to the noncontrolling interest

     48        1,085   
  

 

 

   

 

 

 

Comprehensive income attributable to Tsakos Energy Navigation Limited

   $ 18,662      $ 4,062   
  

 

 

   

 

 

 

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 NINE MONTHS ENDED SEPTEMBER 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)

          (1,868       (1,868     (1,085     (2,953

- Issuance of 8% cumulative redeemable perpetual Series B preferred shares

    2,000          44,955            46,955          46,955   

- Issuance of 8.875% cumulative redeemable perpetual Series C preferred shares

    2,000          45,947            47,947          47,947   

- Issuance of common stock under distribution agency agreement

      482        1,489            1,971          1,971   

- Cash dividends paid ($0.10 per share)

          (5,658       (5,658       (5,658

- Dividends paid on Series B preferred shares

          (889       (889       (889

- Dividends declared on Series B preferred shares

          (678       (678       (678

- Other comprehensive income (loss)

            5,930        5,930          5,930   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

BALANCE, September 30, 2013

  $ 4,000      $ 56,925      $ 496,782      $ 469,335      $ (8,798   $ 1,018,244      $ 1,221      $ 1,019,465   

BALANCE, January 1, 2014

  $ 4,000      $ 57,969      $ 500,737      $ 430,548      $ (6,789   $ 986,465      $ 11,198      $ 997,663   

Net income/(loss)

          19,981          19,981        (48     19,933   

- Issuance of common stock

      25,645        144,160            169,805          169,805   

- Issuance of 20,000 shares of restricted share units

      20        (20         —            —     

- Issuance of common stock under distribution agency agreement

      1,078        6,046            7,124          7,124   

- Common dividends declared ($0.05 per share)

          (4,236       (4,236       (4,236

- Common dividends paid ($0.05 per share)

          (8,388       (8,388       (8,388

- Dividends paid on Series B preferred shares

          (3,000       (3,000       (3,000

- Dividends paid on Series C preferred shares

          (3,698       (3,698       (3,698

- Other comprehensive income (loss)

            (1,319     (1,319       (1,319

- Amortization of restricted share units

        142            142          142   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

BALANCE, September 30, 2014

  $ 4,000      $ 84,712      $ 651,065      $ 431,207      $ (8,108   $ 1,162,876      $ 11,150      $ 1,174,026   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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 NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013

(Expressed in thousands of U.S. Dollars)

 

     Nine months ended
September 30,
 
     2014     2013  

Cash Flows from Operating Activities:

    

Net income/(loss)

   $ 19,933      $ (2,953

Adjustments to reconcile net income/(loss) to net cash provided by operating activities:

    

Depreciation

     72,715        70,767   

Amortization of deferred dry-docking costs

     3,985        3,709   

Amortization of loan fees

     899        743   

Stock compensation expense

     142        —     

Change in fair value of derivative instruments

     371        (3,031

Gain on sale of marketable securities

     —          (89

Payments for dry-docking

     (4,473     (3,730

(Increase) Decrease in:

    

Receivables

     (11,496     153   

Inventories

     (1,130     (1,969

Prepaid insurance and other

     (59     723   

Increase (Decrease) in:

    

Payables

     (15,638     18,965   

Accrued liabilities

     3,798        9,771   

Unearned revenue

     (8,246     11,171   
  

 

 

   

 

 

 

Net Cash provided by Operating Activities

     60,801        104,230   
  

 

 

   

 

 

 

Cash Flows from Investing Activities:

    

Advances for vessels under construction and acquisitions

     (96,629     (36,659

Vessel acquisitions and/or improvements

     (122,657     (107,705

Proceeds from sale of marketable securities

     —          1,585   
  

 

 

   

 

 

 

Net Cash used in Investing Activities

     (219,286     (142,779
  

 

 

   

 

 

 

Cash Flows from Financing Activities:

    

Proceeds from long-term debt

     127,298        110,000   

Financing costs

     (2,838     (979

Payments of long-term debt

     (86,559     (148,193

Decrease in restricted cash

     1,184        10,421   

Proceeds from stock issuance program, net

     176,929        1,971   

Proceeds from preferred stock issuance, net

     —          94,902   

Cash dividends

     (15,086     (6,547
  

 

 

   

 

 

 

Net Cash provided by Financing Activities

     200,928        61,575   
  

 

 

   

 

 

 

Net increase in cash and cash equivalents

     42,443        23,026   

Cash and cash equivalents at beginning of period

     162,237        144,297   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 204,680      $ 167,323   
  

 

 

   

 

 

 

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

 

7


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) SEPTEMBER 30, 2014 AND 2013

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

 

1. Basis of Presentation

The accompanying unaudited consolidated financial statements of Tsakos Energy Navigation Limited (the “Holding Company”) and subsidiaries (collectively, the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 6-K and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. Operating results for the nine months ended September 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 company’s 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 Company’s significant accounting policies can be found in Note 1 of the Company’s consolidated financial statements included in the Annual Report on Form 20-F for the year ended December 31, 2013. There have been no material changes to these policies in the nine-month period ended September 30, 2014.

New Accounting Pronouncements:

 

(a) 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 U.S. 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 standard’s requirements will also apply to the sale of some non-financial assets that are not part of the entity’s ordinary activities. 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 assessing the effect of this new standard.

 

(b) Going Concern: In August 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-15 – Presentation of Financial Statements - Going Concern. ASU 2014-15 provides guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 requires an entity’s management to evaluate at each reporting period based on the relevant conditions and events that are known at the date when financial statements are issued, whether there are conditions or events, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued and to disclose the necessary information. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.

 

8


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) SEPTEMBER 30, 2014 AND 2013

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

 

2. Transactions with Related Parties

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

 

     Three months ended
September 30,
     Nine months ended
September 30,
 
     2014      2013      2014      2013  

Tsakos Shipping and Trading S.A. (commissions)

     1,509         1,347         4,675         3,899   

Tsakos Energy Management Limited (management fees)

     4,038         3,917         11,807         11,593   

Tsakos Columbia Shipmanagement S.A.

     650         318         1,308         953   

Argosy Insurance Company Limited

     2,473         2,458         7,085         6,933   

AirMania Travel S.A.

     1,300         1,078         3,442         3,447   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total expenses with related parties

     9,970         9,118         28,317         26,825   
  

 

 

    

 

 

    

 

 

    

 

 

 

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

 

     September 30,      December 31,  
     2014      2013  

Due from related parties

     

Tsakos Columbia Shipmanagement S.A.

     2,586         1,084   
  

 

 

    

 

 

 

Total due from related parties

     2,586         1,084   
  

 

 

    

 

 

 

Due to related parties

     

Tsakos Energy Management Limited

     116         92   

Tsakos Shipping and Trading S.A.

     1,197         555   

Argosy Insurance Company Limited

     6,304         6,008   

AirMania Travel S.A.

     376         275   
  

 

 

    

 

 

 

Total due to related parties

     7,993         6,930   
  

 

 

    

 

 

 

There is also, at September 30, 2014, an amount of $760 ($319 at December 31, 2013) due to Tsakos Shipping and Trading S.A. and $313 ($356 at December 31, 2013) due to Argosy Insurance Limited, included in accrued liabilities which relate 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. In 2014 and 2013, the monthly fees for operating vessels are $27.5, for vessels chartered out or on a bare-boat basis the monthly fees are $20.4 and 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, $25.8). Monthly management fees for the DP2 shuttle tankers are $35.0 per vessel. Since the expiry of its bareboat charter on July 30, 2013, management fees for the VLCC Millennium 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 services provided during capital raising offerings in the first nine months of 2014. These awards have been included as a deduction of additional paid in capital in the accompanying Financial Statements.

 

9


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) SEPTEMBER 30, 2014 AND 2013

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

 

The Holding Company and the Management Company have certain officers and directors in common. The President, who is also the Chief Executive Officer and a Director of the Holding Company, is also the sole stockholder of the Management Company. The Management Company may unilaterally terminate its Management Agreement with the Holding Company at any time upon one year’s notice. In addition, if a director is elected to the Holding Company’s Board of Directors without having been recommended by the existing Board of Directors, the Management Company would have the right to terminate the Management Agreement on ten days notice, and the Holding Company would be obligated as at September 30, 2014 to pay the Management Company an amount of approximately $162,046 calculated in accordance with the terms of the Management Agreement.

Under the terms of the Management Agreement between the Holding Company and the Management Company, the Holding Company may terminate the Management Agreement only under specific circumstances, without the prior approval of the Holding Company’s Board of Directors.

Estimated future management fees payable over the next ten years under the Management Agreement, exclusive of any incentive awards and based on existing vessels and known vessels scheduled for future delivery as at September 30, 2014 are:

 

Year

   Amount  

October to December 2014

     4,652   

2015

     18,610   

2016

     18,613   

2017

     19,060   

2018

     19,252   

2019 to 2024

     105,886   
  

 

 

 
     186,073   
  

 

 

 

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 in 2014 and 2013 of $20.4 per vessel. These fees in total amounted to $1,591 and $308 during the nine months ended September 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”): TCM has been appointed by the Management Company to provide technical management to the Company’s vessels. 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.

 

10


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) SEPTEMBER 30, 2014 AND 2013

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

 

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

 

(c) Tsakos Shipping and Trading S.A. (“Tsakos Shipping”): Tsakos Shipping provides chartering services for the Company’s vessels by communicating with third party brokers to solicit, research and propose charters. For this service, the Company pays 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 nine months of 2014, $200 in aggregate was charged for supervision fees on the DP2 suezmax shuttle tankers Rio 2016 and Brasil 2014 and $605 in total, as a brokerage commission on the purchase of the suezmax tankers Eurovision and Euro. In the first nine 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, war risk insurance 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 nine months of 2014, the Company acquired the suezmax tankers Eurovision and Euro for $61,814 and $59,804 respectively. Those tankers were acquired from companies that are subject to influence by certain members of the Tsakos family, who are also shareholders, officers and directors of the Holding Company. During the first nine months of 2013, the Company took delivery of two new building DP2 suezmax shuttle tankers Rio 2016 and Brasil 2014, at a total cost of $203,748, of which $105,603 was incurred in the first nine months of 2013.

Sales

There were no vessel sales in the first nine months of 2014 and 2013.

 

11


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) SEPTEMBER 30, 2014 AND 2013

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

 

4. Deferred Charges

Deferred charges, consisting of dry-docking and special survey costs, net of accumulated amortization, amounted to $13,211 and $12,724, at September 30, 2014 and December 31, 2013, respectively, and loan fees, net of accumulated amortization, amounted to $6,546 and $4,607 at September 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    September 30,
2014
    December 31,
2013
 

(a) Credit Facilities

     755,621        808,218   

(b) Term Bank Loans

     665,416        572,080   
  

 

 

   

 

 

 

Total

     1,421,037        1,380,298   

Less – current portion

     (129,547     (126,361
  

 

 

   

 

 

 

Long-term portion

     1,291,490        1,253,937   
  

 

 

   

 

 

 

(a) Credit facilities

As at September 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 September 30, 2014 there was no available unused amount. Interest is payable at a rate based on LIBOR plus a margin. At September 30, 2014, interest on these facilities ranged from 0.93% to 5.19%.

(b) Term bank loans

Term loan balances outstanding at September 30, 2014 amounted to $665.416. These bank loans are payable in semi-annual installments with balloon payments due at maturity between October 2016 and April 2022. Interest rates on the outstanding loans as at September 30, 2014, are based on LIBOR plus margin.

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.

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.

 

12


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) SEPTEMBER 30, 2014 AND 2013

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

 

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.

On September 29, 2014 the Company arranged a new term bank loan for the pre-delivery financing of the LNG carrier under construction. The facility amount is the lower of $52,195 or the 50% of the pre-delivery value of the vessel. The loan agreement was signed on October 16, 2014 and on October 23, 2014, an amount of $31,235 was drawdown.

At September 30, 2014, interest on these term bank loans ranged from 1.73% to 3.23%. The weighted-average interest rates on the above executed loans for the applicable periods were:

 

Three months ended September 30, 2014

     2.04

Three months ended September 30, 2013

     2.58

Nine months ended September 30, 2014

     2.30

Nine months ended September 30, 2013

     2.48

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 $78,661 at September 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. Three loan agreements require the Company to maintain throughout the security period, an aggregate credit balance in a deposit account of $3,250. Two loan agreements require a monthly pro rata transfer to a retention account of any principal due but unpaid.

As of September 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 two of the loan agreements. A scheduled principal payment made on October 10, 2014 has remediated one of the shortfalls. As to the second loan agreement, with a 120% value-to-loan requirement, under which $31,700 was outstanding as of September 30, 2014, there was an actual ratio of 103%. 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.)

 

13


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) SEPTEMBER 30, 2014 AND 2013

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

 

The Company reclassified $1,808 from long-term liabilities to current liabilities as of September 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 September 30, 2014, the Company and 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 September 30, 2014, excluding the hull cover ratio shortfall of $1,808 discussed above, are as follows:

 

Period/Year

   Amount  

October to December 2014

     33,936   

2015

     228,492   

2016

     229,376   

2017

     186,385   

2018

     302,831   

2019 and thereafter

     440,017   
  

 

 

 
     1,421,037   
  

 

 

 

 

6. Interest and Finance Costs, net

 

     Three months ended
September 30,
    Nine months ended
September 30,
 
     2014     2013     2014     2013  

Interest expense

     7,883        11,139        25,453        31,736   

Less: Interest capitalized

     (596     (423     (1,787     (1,542
  

 

 

   

 

 

   

 

 

   

 

 

 

Interest expense, net

     7,287        10,716        23,666        30,194   

Interest swap cash settlements non-hedging

     —          1,434        2,180        4,074   

Bunkers swap cash settlements

     97        (58     55        (125

Amortization of loan fees

     303        304        899        743   

Bank charges

     31        132        192        228   

Amortization of deferred loss on de-designated financial instruments

     —          221        154        656   

Change in fair value of non-hedging financial instruments

     1,619        (1,893     286        (4,895
  

 

 

   

 

 

   

 

 

   

 

 

 

Net total

     9,337        10,856        27,432        30,875   
  

 

 

   

 

 

   

 

 

   

 

 

 

At September 30, 2014, the Company was committed to seven floating-to-fixed interest rate swaps with major financial institutions covering notional amounts aggregating to $305,863, 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 September 30, 2014, the Company held six of the seven interest rate swap agreements,

 

14


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) SEPTEMBER 30, 2014 AND 2013

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

 

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 $250,613. The fair values of such financial instruments as of September 30, 2014 and December 31, 2013 in aggregate amounted to $4,928 (negative) and $3,409 (negative), respectively. The net amount of cash flow hedge losses at September 30, 2014 that is estimated to be reclassified into earnings within the next twelve months is $2,612.

At September 30, 2014 and December 30, 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 nine months 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 $1,189 and $3,400, respectively.

At September 30, 2014, the Company held nine bunker swap agreements and five at December 31, 2013, in order to hedge its exposure to bunker price fluctuations associated with the consumption of bunkers by its vessels. The fair value of these financial instruments as of September 30, 2014 and December 31, 2013 were $1,298 (negative) and $177 (positive), respectively.

The changes in their fair values during the nine months of 2014 and 2013 amounting to $1,475 (negative) and $8 (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 Company’s Memorandum of Association in order to increase the authorized share capital from $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 $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.

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 $76,350. 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.

During the first nine months of 2014, the Company made three dividend payments of $0.50 per share each, on its 8.00% Series B Preferred Shares totaling $3,000. Also the Company made one dividend payment of $0.73958 per share on its 8.875% Series C Preferred Shares and two dividend payments of $ 0.55469 per share each totaling $3,698. Dividend payments on preferred Series B and Series C shares were made on January 30, April 30 and July 30, 2014.

 

15


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) SEPTEMBER 30, 2014 AND 2013

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

 

During the nine-month period ended September 30, 2014, the Company declared and paid two dividends of $0.05 per common share each, the first paid on May 22, 2014, amounting to $4,152 and the second paid on August 14, 2014, amounting to $4,236. On August 4, 2014, the Company declared a dividend of $0.05 per share, representing an amount of $4,236, which was paid on November 25, 2014 to shareholders of record as of November 21, 2014.

During the nine-month period ended September 30, 2013, the Company declared and paid dividends on its common shares of $5,658 in aggregate, of which $2,822 were paid on June 5, 2013 and $2,836 were paid on September 12, 2013.

 

8. Accumulated other comprehensive loss

In the first nine months of 2014, Accumulated other comprehensive loss increased with unrealized losses of $1,319, of which $1,473 (loss) resulted from changes in fair value of financial instruments and $154 related to losses which were amortized to income on the de-designation of one interest rate swap (Note 6). In the first nine months of 2013, Accumulated other comprehensive loss decreased with unrealized gains of $5,930, of which $5,441 (gain) resulted from changes in fair value of financial instruments, $657 related to losses which were amortized to income on the de-designation of one interest rate swap, a loss of $79 which resulted from changes in the fair value of marketable securities and a gain of $89 reclassified to the statement of operations upon the disposal of marketable securities.

 

9. Earnings per Common Share

The computation of basic earnings per share is based on the weighted average number of common shares outstanding during the period.

 

     Three months ended September 30,     Nine months ended September 30,  
     2014     2013     2014     2013  

Numerator

        

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

     5,216        (1,362     19,981        (1,868

Preferred share dividends Series B

     (1,000     (1,000     (3,000     (1,567

Preferred share dividends Series C

     (1,109     —          (3,328     —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income/(loss) attributable to common stockholders

   $ 3,107      $ (2,362   $ 13,653      $ (3,435
  

 

 

   

 

 

   

 

 

   

 

 

 

Denominator

        
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding

     84,705,556        56,614,752        77,227,931        56,501,037   
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic and diluted income/(loss) per common share

   $ 0.04      $ (0.04   $ 0.18      $ (0.06
  

 

 

   

 

 

   

 

 

   

 

 

 

 

16


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) SEPTEMBER 30, 2014 AND 2013

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

 

10. Commitments and Contingencies

As at September 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 September 30, 2014 was $540,827. Scheduled remaining payments as at September 30, 2014 were $31,440 from October to December 2014, $56,864 in 2015, $297,663 in 2016 and $154,860 in 2017. On October 23, 2014, the Company signed two new building contracts for the construction of two LR1 tankers for $46,920 each. On November 26, 2014, the Company signed a new building contract relating to the construction of one shuttle tanker for $98,000. Also, on October 23, 2014 the Company signed a termination agreement for a contract signed in 2012, with the same yard, for the construction of a shuttle tanker. Under this old contract, an amount of $4,500 was paid in 2013 as part of the first installment. Under the termination agreement, an amount of $600 per vessel will be used against the contract price of the LR1 product carriers and an amount of $1,650 will be used against the contract price of the shuttle tanker. The remaining prepaid amount of $1,650 will be used against the contract price of future new buildings, currently being discussed between the Company and the Shipyard.

In the ordinary course of the shipping business, various claims and losses may arise from disputes with charterers, agents and other suppliers relating to the operations of the Company’s vessels. Management believes that all such matters are either adequately covered by insurance or are not expected to have a material adverse effect on the Company’s results from operations or financial condition.

Charters-out

The future minimum revenues of vessels in operation at September 30, 2014, before reduction for brokerage commissions, expected to be recognized on non-cancelable time charters are as follows:

 

Year    Amount  

October to December 2014

     53,255   

2015

     156,634   

2016

     82,334   

2017

     53,185   

2018 to 2028

     441,134   
  

 

 

 

Minimum charter payments

     786,542   
  

 

 

 

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.

 

17


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) SEPTEMBER 30, 2014 AND 2013

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

 

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

 

  (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 $43,347 as compared to its carrying amount of $44,124. 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.

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 Company’s financial instruments, other than derivatives at September 30, 2014 and December 31, 2013 are as follows:

 

     Carrying
Amount
September 30,
2014
    Fair Value
September 30,
2014
    Carrying
Amount
December 31,
2013
    Fair Value
December 31,
2013
 

Financial assets/(liabilities)

        

Cash and cash equivalents

     204,680        204,680        162,237        162,237   

Restricted cash

     8,343        8,343        9,527        9,527   

Investments

     1,000        1,000        1,000        1,000   

Debt

     (1,421,037     (1,420,260     (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.

 

18


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) SEPTEMBER 30, 2014 AND 2013

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

 

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 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  
          September 30,
2014
     December 31,
2013
     September 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

     —           —           3,086         2,365   
  

FINANCIAL INSTRUMENTS - FAIR VALUE, net of current portion

     122         1,401         1,964         2,445   
     

 

 

    

 

 

    

 

 

    

 

 

 

Subtotal

     122         1,401         5,050         4,810   
     

 

 

    

 

 

    

 

 

    

 

 

 

Derivatives not designated as hedging instruments

  

Interest rate swaps

  

Current portion of financial instruments - Fair value

     —           —           3,038         3,597   
  

Financial instruments - fair value, net of current portion

     —           —           952         1,582   

Bunker swaps

  

Current portion of financial instruments-Fair value

     —           140         1,116         —     
  

Financial instruments - fair value, net of current portion

     —           37         182      
     

 

 

    

 

 

    

 

 

    

 

 

 

Subtotal

     —           177         5,288         5,179   
     

 

 

    

 

 

    

 

 

    

 

 

 

Total derivatives

     122         1,578         10,338         9,989   
     

 

 

    

 

 

    

 

 

    

 

 

 

 

19


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) SEPTEMBER 30, 2014 AND 2013

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

 

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
September 30,

   

Amount

Nine months ended

September 30,

 
     2014     2013     2014     2013  

Interest rate swaps

     (418     (1,279     (3,953     (1,716
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

     (418     (1,279     (3,953     (1,716
  

 

 

   

 

 

   

 

 

   

 

 

 

 

       Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)  
Derivative      Location   

Amount

Three months ended
September 30,

   

Amount

Nine months ended
September 30,

 
            2014     2013     2014     2013  

Interest rate swaps

    

Depreciation expense

     (38     (38     (115     (106

Interest rate swaps

    

Interest and finance costs, net

     (733     (2,194     (2,519     (7,707
       

 

 

   

 

 

   

 

 

   

 

 

 

Total

          (771     (2,232     (2,634     (7,813
       

 

 

   

 

 

   

 

 

   

 

 

 

Derivatives Not Designated as Hedging Instruments-Net effect on the Statement of Operations

 

       Gain (Loss) Recognized on Derivative  
Derivative      Location   

Amount

Three months ended
September 30,

    

Amount

Nine months ended
September 30,

 
            2014     2013      2014     2013  

Interest rate swaps

    

Interest and finance costs, net

     (224     69         (991     829   

Bunker swaps

    

Interest and finance costs, net

     (1,492     448         (1,531     117   
       

 

 

   

 

 

    

 

 

   

 

 

 

Total

          (1,716     517         (2,522     946   
       

 

 

   

 

 

    

 

 

   

 

 

 

 

20


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) SEPTEMBER 30, 2014 AND 2013

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

 

The accumulated loss from Derivatives designated as Hedging instruments recognized in Accumulated Other comprehensive Income/(Loss) as of September 30, 2014 and December 31, 2013 was $8,108 and $6,789 respectively.

The following tables summarize the fair values for assets and liabilities measured on a recurring basis as of September 30, 2014 and December 31, 2013 using level 2 inputs (significant other observable inputs):

 

Recurring measurements

   September 30,
2014
    December 31,
2013
 

Interest rate swaps

     (8,918     (8,588

Bunker swaps

     (1,298     177   
  

 

 

   

 

 

 
     (10,216     (8,411
  

 

 

   

 

 

 

The following table presents the fair values of items measured at fair value on a nonrecurring basis for the period ended September 30, 2014 and year ended December 31, 2013, using Level 2 (significant other observable) inputs, respectively.

 

Nonrecurring basis

   September 30,
2014
     December 31,
2013
 

Vessels

   $ —         $ 95,250   
  

 

 

    

 

 

 
   $ —         $ 95,250   
  

 

 

    

 

 

 

 

12. Subsequent Events

 

  (a) On October 14, 2014, it was announced that the Board of Directors had declared a quarterly dividend of $0.50 per share on the Company’s 8% Series B Cumulative Redeemable Perpetual Preferred Shares, which was paid on October 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 Company’s 8.875% Series C Cumulative Redeemable Perpetual Preferred Shares, which was paid on October 30, 2014.

 

  (b) On October 23, 2014, the Company signed contracts for the construction of two LR1 tankers, for $46,920 each, with expected delivery in the third quarter of 2016. Agreements have been signed for the charter of the vessels for five years from delivery.

 

  (c) On November 25, 2014, the Company paid a dividend of $0.05 per common share, declared on August 4, 2014, to shareholders of record on November 21, 2014.

 

  (d) On November 26, 2014, the Company signed one new building contract for the construction of one shuttle tanker, for $98,000, with expected delivery in the first quarter of 2017. On October 29, 2014, the Company signed a Charter Party agreement for the chartering of this shuttle tanker for a period of eight years.

 

21

EX-99.2 3 d839128dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

TSAKOS ENERGY NAVIGATION LIMITED

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2014

Results of operations – management’s 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 September 30, 2014 and 2013:

 

     2014     2013  
     $
million
    

%

of total

    $
million
    

%

of total

 

Time charter-fixed rate

     42.3         35     40.1         37

Time charter-variable rate (profit-share)

     14.6         12     17.8         17

Time charter-bare-boat

     —           —          0.7         1

Voyage charter-spot market

     55.0         46     46.5         43

Voyage charter-contract of affreightment

     7.6         6     1.4         1

Pool arrangement

     1.4         1     1.1         1
  

 

 

    

 

 

   

 

 

    

 

 

 

Total voyage revenue

     120.9         100     107.6         100
  

 

 

    

 

 

   

 

 

    

 

 

 

Voyage revenue earned for the nine months ended September 30, 2014 and 2013:

 

     2014     2013  
     $
million
    

%

of total

    $
million
    

%

of total

 

Time charter-fixed rate

     122.9         34     101.8         33

Time charter-variable rate (profit-share)

     42.3         12     54.0         17

Time charter-bare-boat

     —           —          5.3         2

Voyage charter-spot market

     167.6         46     146.4         47

Voyage charter-contract of affreightment

     25.9         7     1.4         0

Pool arrangement

     4.9         1     4.5         1
  

 

 

    

 

 

   

 

 

    

 

 

 

Total voyage revenue

     363.6         100     313.4         100
  

 

 

    

 

 

   

 

 

    

 

 

 

Voyage revenue earned during the three months ended September 30, 2014 was $120.9 million compared to $107.6 million, or 12.4% higher than during the three months ended September 30, 2013. The increase was mostly due to the addition of the two suezmax tankers Eurovision and Euro, in June and July, 2014, respectively.

During the third quarter of 2014, the Company operated on average 49.9 vessels, while during the third quarter of 2013, the Company operated an average of 48.0 vessels. 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 third quarter of 2014 was 97.4% compared to 98.4% in the third quarter of 2013. The days lost in the third quarter of 2014 relate mostly to the dry-dockings of the handysize tanker Didimon, the panamax tanker Chantal and the aframax tanker Ise Princess, and a repositioning voyage of the panamax tanker Socrates. The days lost in the third quarter of 2013 relate to the dry-docking of the panamax tanker Inca, repairs on the cargo system of the handysize tanker Byzantion and repositioning of the VLCC Millennium.

 

1


Operating days on pure time-charter without profit-share arrangements increased by 74 days or 4.1% between the third quarters of 2014 and 2013, and the amount of revenue earned under this type of employment increased in line by 5.5%. There was a 22.8% decrease in the number of days utilized in time-charter with profit-share arrangements, which totaled 828 compared to 1,072 in the third quarter of 2013, while revenue earned in profit sharing arrangements decreased accordingly by 18.0%. During the third quarter of 2014 vessels on profit-share arrangements earned a small profit share due to a slight improvement in the market, while in the third quarter of 2013, they were earning only the minimum revenue. The number of days in the third quarter of 2014 that vessels were employed on spot, contract of affreightment and pool voyages increased by 20.1% to 1,780 days, compared to the 1,482 days in the third quarter of 2013, while revenue earned for these categories increased by 30.6%.

Average daily TCE rates earned for the three and nine month periods ended September 30, 2014 and 2013 were:

 

     Three months ended      Nine months ended  
     September 30,      September 30,  
     2014      2013      2014      2013  
     $      $      $      $  

LNG carrier

     80,500         80,500         80,169         80,500   

VLCC

     21,000         22,444         21,000         31,361   

Suezmax

     22,641         18,788         22,286         19,149   

DP2 shuttle

     47,000         47,612         47,000         38,436   

Aframax

     16,427         13,586         19,698         14,108   

Panamax

     15,062         14,609         14,407         14,673   

Handymax

     14,537         14,436         14,495         14,361   

Handysize

     12,294         13,617         13,538         15,270   

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 which expired in July 2013, we added 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 bare-boat 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 operating days):

 

     Three months ended
September 30,
   

Nine months ended

September 30,

 
     2014     2013     2014     2013  

Voyage revenues

   $ 120,881      $ 107,564      $ 363,565      $ 313,348   

Less: Voyage Expenses

     (33,837     (29,557     (102,516     (86,501

Add: Representative operating expenses for bare-boat charter ($10,000 daily)

     —          300        —          2,110   
  

 

 

   

 

 

   

 

 

   

 

 

 

Time charter equivalent revenues

   $ 87,044      $ 78,307      $ 261,049      $ 228,957   
  

 

 

   

 

 

   

 

 

   

 

 

 

Divided by: net earnings (operating) days

     4,474        4,346        12,996        12,674   

Average TCE per vessel per day

   $ 19,455      $ 18,018      $ 20,087      $ 18,065   

 

2


The third quarter is traditionally the lowest demand quarter for energy transportation in any given year. The third quarter of 2014, started unusually robust for the period, but by late August it reverted to its cyclical norm, with rates falling, mainly due to weaker Asian demand. Lower oil prices started to push oil demand higher in the latter part of the quarter, benefiting our aframax and suezmax tankers, which operated mostly in the spot market or on time charter employment with profit sharing.

During the nine months ended September 30, 2014, voyage revenues were at $363.6 million compared to $313.3 million achieved in the nine months ended September 30, 2013. Hire rates were stronger for our crude carriers, while our product carriers were under pressure, albeit with signs of some recovery. For the first nine months of 2014, on average 48.7 vessels were operated compared to 47.3 vessels in the first nine months of 2013. Since the end of the third quarter of 2013 to September 30, 2014, the Company has taken delivery of the suezmax tankers Eurovision and Euro in June and July 2014, respectively. For the nine-month periods, the utilization achieved was 97.8% for 2014 compared to 98.1% for 2013. Apart from the lost days of the third quarter (as described above), the nine-month period of 2014 also includes the dry-dockings of the aframax Nippon Princess and the panamaxes World Harmony and Salamina and repositioning voyages of certain other vessels.

Commissions

Commissions amounted to $4.6 million, or 3.8% of revenue from vessels, during the quarter ended September 30, 2014, compared to $4.2 million, or 3.9% of revenue, for the quarter ended September 30, 2013. For the nine-month period ended September 30, 2014, commissions amounted to $13.7 million, or 3.8% of revenue, compared to $12.0 million, or 3.8% of revenue, of the same period in 2013. The overall increase during the respective nine-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 in the case of spot market single voyages or for voyages under contract of affreightment. Otherwise, in the case of time-charters and bare-boat charters they are borne by the charterer or, in the case of vessels in a pool, by the pool operators.

 

3


Voyage expenses for the three months ended September 30, 2014 and 2013:

 

     Voyage expenses     Average daily voyage expenses
per vessel (spot and CoA)
 
     2014      2013            2014      2013         
     $
million
     $
million
     increase/
(decrease)
    $      $      increase/
(decrease)
 

Bunker expenses

     24.4         19.1         27.8     14,462         13,743         5.2

Port and other expenses

     9.4         10.5         (9.8 )%      5,584         7,521         (25.8 )% 
  

 

 

    

 

 

      

 

 

    

 

 

    

Total

     33.8         29.6         14.5     20,046         21,264         (5.7 )% 
  

 

 

    

 

 

      

 

 

    

 

 

    

Voyage expenses for the nine months ended September 30, 2014 and 2013:

 

     Voyage expenses     Average daily voyage expenses
per vessel (spot and CoA)
 
     2014      2013            2014      2013         
     $
million
     $
million
     increase/
(decrease)
    $      $      increase/
(decrease)
 

Bunker expenses

     70.9         57.9         22.5     14,586         13,436         8.6

Port and other expenses

     31.6         28.6         10.5     6,490         6,629         (2.1 )% 
  

 

 

    

 

 

      

 

 

    

 

 

    

Total

     102.5         86.5         18.5     21,076         20,065         5.0
  

 

 

    

 

 

      

 

 

    

 

 

    

The amount of voyage expenses is highly dependent on the voyage patterns followed and part of the change between quarters may usually be explained by changes in the total operating days the fleet operated on spot charter and contract of affreightment. The number of days that vessels were employed on these types of charter in the third quarter of 2014 was 1,688 compared to 1,390 in the third quarter of 2013, a 21.4% increase. In the first nine months of 2014, there was a 12.8% increase to 4,864 days from 4,311 days in the first nine months of 2013. Voyage expenses were $33.8 million during the quarter ended September 30, 2014, compared to $29.6 million during the prior year’s third quarter, a 14.5% increase. The increase in bunkering expenses between the third quarter of 2014 and 2013 is due partly to the increased number of days the fleet operated in types of employment bearing voyage expenses. In addition, the volume of bunkers consumed increased by 37.7%, offset by a 4.5% decrease in the average price paid for bunkers. In the nine month period ended September 30, 2014, the volume of bunkers consumed increased by 18.3% for the same reasons, whereas the average price paid for bunkers decreased by 4.7%. Port and other expenses decreased by 9.8% between the three-month periods, as a result of the lower prices in the various ports visited in the corresponding three-month periods. In the nine-month periods, port and other expenses increased by 10.5% and their average daily cost decreased slightly by 2.1%.

 

4


Vessel operating expenses

Operating expenses for the three months ended September 30, 2014 and 2013:

 

     Operating expenses     Average daily operating
expenses per vessel
 
     2014      2013            2014      2013         
     $
million
     $
million
     increase/
(decrease)
    $      $      increase/
(decrease)
 

Crew expenses

     21.4         20.6         3.9     4,659         4,695         (0.8 )% 

Insurances

     3.9         3.7         3.5     843         854         (1.2 )% 

Repairs and maintenance, and spares

     4.6         3.4         36.7     999         765         30.6

Stores

     2.5         1.7         42.7     534         392         36.3

Lubricants

     1.6         1.7         (5.7 )%      348         387         (10.0 )% 

Other (quality and safety, taxes, registration fees, communications)

     3.2         1.7         90.7     712         390         82.6
  

 

 

    

 

 

      

 

 

    

 

 

    

Total

     37.2         32.8         13.3     8,095         7,483         8.2
  

 

 

    

 

 

      

 

 

    

 

 

    

Earnings capacity days excluding days of employment on bare-boat charter

             4,593         4,386      

Operating expenses for the nine months ended September 30, 2014 and 2013:

 

     Operating expenses     Average daily operating
expenses per vessel
 
     2014      2013            2014      2013         
     $
million
     $
million
     increase/
(decrease)
    $      $      increase/
(decrease)
 

Crew expenses

     64.3         58.4         10.2     4,836         4,590         5.4

Insurances

     11.5         10.7         7.8     864         838         3.1

Repairs and maintenance, and spares

     13.0         10.8         20.2     978         851         14.9

Stores

     6.7         6.1         10.9     506         477         6.1

Lubricants

     4.8         4.3         11.5     361         338         6.6

Other (quality and safety, taxes, registration fees, communications)

     8.3         6.8         20.1     620         541         14.6
  

 

 

    

 

 

      

 

 

    

 

 

    

Total operating expenses

     108.6         97.1         11.9     8,165         7,635         7.0
  

 

 

    

 

 

      

 

 

    

 

 

    

Earnings capacity days excluding days of employment on bare-boat charter

             13,295         12,712      

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 VLCC Millennium which was on bare-boat charter until July 30, 2013, when it started to incur operating expenses (for only 62 days in the third quarter of 2013).

Earnings capacity days for the three-month period ended September 30, 2014 totalled 4,593 compared to 4,416 in the third quarter of 2013, the only additions being the suezmax tankers Eurovision and Euro in June and July 2014. For the nine-month period ended September 30, 2014, there were 13,295 earnings capacity days compared to 12,712 days in

 

5


the nine-month period ended September 30, 2013, an increase of 583 days or an equivalent of 2.1 vessels, due to the addition of the shuttle tankers Rio 2016 and Brasil 2014 in March and April 2013 respectively, and the exit of the VLCC Millennium from its bare-boat charter.

The exchange rate of the U.S. dollar against the Euro remained almost unchanged between the equivalent three month periods, while it was on average stronger by 2.9% in the first nine months of 2014, compared to the first nine months of 2013. The fluctuations in the U.S. dollar/Euro exchange rate mainly impact crew costs, as most of the Company’s crew expenses, relating mainly to Greek vessel officers, are paid in Euro. For the three month period ended September 30, 2014, daily crew costs decreased by only 0.8%, whereas for the nine month period ended September 30, 2014, daily crew costs increased by 5.4%, mainly due to increased crew income taxes. Insurance costs increased for the three and nine-month periods of 2014 compared to 2013, due to the increased number of vessels.

Repairs, spares and maintenance expenses were significantly higher in the third quarter of 2014 compared to the third quarter of 2013. In the third quarter of 2014, three vessels underwent dry-docking, the handysize Didimon, the panamax Chantal and the aframax Ise Princess, whereas in the third quarter of 2013, only the panamax tanker Inca underwent dry-docking. In the first nine months of 2014, six vessels in total underwent dry-docking, including the aframax tanker Nippon Princess and the panamaxes Salamina and World Harmony, undertaken in the first six months of 2014. In the first nine months of 2013, only four vessels underwent dry-docking. Expenses incurred during dry-dockings, which were not deferred, were significantly higher in the third quarter and the first nine months of 2014 compared to the same periods in 2013 as a result of the higher number of dry-dockings performed during the respective periods of 2014.

Depreciation

Depreciation was $25.2 million during the quarter ended September 30, 2014 compared to $24.6 million during the quarter ended September 30, 2013, an increase of 2.5%. The increase is due to the addition of the suezmax tankers Eurovision and Euro in June and July 2014, respectively. For the first nine months of 2014, depreciation was $72.7 million compared to $70.8 million in the prior year first nine months, a 2.8% increase. The increase was due to the addition of Euro and Eurovision and also due to the addition of the shuttle tankers Rio 2016 and Brazil 2014 in March and April 2013, respectively.

Amortization of deferred charges

Amortization of deferred dry-docking charges was $1.4 million during the third quarter of 2014, compared to $1.3 million during the third quarter of 2013. For the first nine months of 2014, amortization of deferred dry-docking costs was $4.0 million compared to $3.7 million for the first nine months of 2013. For the most part, the total quarterly and nine-month period charges relate to the same amortization charges for approximately the same number of vessels.

Impairment

In the third quarter of 2014, vessel values had improved over values determined in prior periods and the Company’s impairment tests did not indicate that an impairment charge was required for any vessel of the fleet at September 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,

 

6


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 $4.2 million during the third quarter of 2014, and $4.0 million during the third quarter of 2013. For the nine months ended September 30, 2014, management fees were $12.3 million compared to $11.8 million in the previous year’s first nine months. The increase is due to the addition of the suezmax shuttle tankers Rio 2016 and Brazil 2014 in March and April 2013, respectively and due to the addition of the suezmax tankers Eurovision and Euro in June and July 2014, 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.

In the first nine months of 2014, all the fleet, apart from the LNG carrier Neo Energy, the VLCC Millennium (from July 30, 2013), and the suezmax Eurochampion 2004 (from September 22, 2013) was managed by TCM for technical and operational services. Monthly management fees for operating conventional vessels are $27,500 per month. The monthly fee relating to chartered-in or chartered-out on a bare-boat basis or for vessels under construction is $20,400. Management fees for the Neo Energy are $35,833, of which $10,000 is 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 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 is 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 $1.0 million during the quarter ended September 30, 2014 compared to $1.2 million during the previous year’s third quarter, a decrease of 17.2% mainly due to decreased travelling and professional expenses. For both the nine months ended September 30, 2014 and 2013, general and administrative expenses were $3.3 million. Travelling expenses were also lower during the nine-month period, offset by small increases in other categories of General and administrative expenses.

General and administrative expenses plus the management fees and the stock compensation expense (see below) represent the overhead of the Company. On a per vessel basis, the daily overhead was $1,161 for the third quarter of 2014, compared to $1,184 in the third quarter of 2013. For the respective nine month periods, the daily overhead per vessel was $1,179 and $1,173.

 

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Stock compensation expense

In the first nine months of 2014, stock compensation expense amounted to $0.1 million, representing the 20,000 RSU’s granted and issued in July 2014. In the first nine months of 2013 there was no stock compensation expense.

Operating income (loss)

Income from vessel operations was $13.8 million during the third quarter of 2014, compared to $9.7 million during the third quarter of 2013. During the first nine months of 2014, income from vessel operations was $46.8 million compared to $28.0 million during the first nine months of 2013.

Interest and finance costs

 

     Three
months
ended
September 30,
    Nine months
ended
September 30,
 
     2014     2013     2014     2013  

Interest on loans

   $ 7.4      $ 9.4      $ 24.0      $ 26.9   

Interest rate swaps cash settlements

     0.4        1.9        3.6        7.5   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total interest

     7.8        11.3        27.6        34.4   

Less: Interest capitalized

     (0.6     (0.4     (1.8     (1.5
  

 

 

   

 

 

   

 

 

   

 

 

 

Interest expense, net

     7.2        10.9        25.8        32.9   

Change in fair value of interest rate swaps

     0.3        (0.2     (1.2     (3.5

Other finance costs

     1.8        0.2        2.8        1.5   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net total

   $ 9.3      $ 10.9      $ 27.4      $ 30.9   
  

 

 

   

 

 

   

 

 

   

 

 

 

Interest and finance costs were $9.3 million for the third quarter of 2014, compared to $10.9 million for the quarter ended September 30, 2013, a 14% decrease. Loan interest (excluding the impact of interest rate swaps) in the third quarter 2014 decreased by 21.3% to $7.4 million from $9.4 million in the third quarter of 2013. The average balance of outstanding debt was $1,418 million for the third quarter of 2014, compared to $1,424 million for the previous year’s third quarter and the average loan interest rate decreased to 2.0% from 2.6% in the previous year third quarter. The decrease in loan interest is mainly due to a reduction of loan interest as a result of lower average loans outstanding and because compliance with covenants was restored and margins reverted to prior lower levels. Interest paid on hedging and non-hedging swaps amounted to $0.4 million in the third quarter of 2014 compared to $1.9 million in the third quarter of 2013, mainly due to the expiry of three interest rate swaps since the third quarter of 2013. As a result, the average all-in loan finance cost in the third quarter of 2014, taking account of net swap interest paid on hedging and non-hedging interest rate swaps, was 2.2% compared to 3.5% in the previous year’s third quarter

For the nine months to September 30, 2014, interest and finance costs were $27.4 million compared to $30.9 million in the prior year period, an 11.2% decrease. Loan interest decreased to $24.0 million from $26.9 million due to a 7.3% decrease in the average interest rates, coupled by a 3.9% decrease in average amount of outstanding debt. Interest paid on hedging and non-hedging swaps decreased to $3.6 million from $7.5 million in the prior year’s first nine months, for the same reasons that apply in the three month periods. The average all-in loan finance cost in the first nine months of 2014, taking account of net swap interest paid on hedging and non-hedging interest rate swaps, was 2.7% compared to 3.3% in the previous year’s first nine months.

There was a non-cash negative net movement of $0.3 million in the fair value (mark-to-market) of the non-hedging interest rate swaps in the third quarter of 2014, compared to a positive movement of $0.2 million in the third quarter of 2013. In the nine months to September 30, 2014, there was a positive movement of $1.2 million compared to a positive movement of $3.5 million for the first nine months of 2013.

 

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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, amortization of loan fees and other loan charges, with all insignificant movements in both the third quarters and nine month periods of 2014 and 2013, apart from the bunker hedging swaps described below.

In the third quarter of 2014, there was a negative non-cash movement of $1.4 million on bunker swaps entered into since March 2009, which do not qualify as hedging instruments, and an actual payment of $0.1 million on these swaps. In the third quarter of 2013, there was a positive non-cash movement of $0.4 million on such swaps and an actual receipt of $0.1 million. For the nine months ended September 30, 2014, cash paid amounted to $0.1 million compared to a receipt of $0.1 million in the prior year’s first nine months and a negative non-cash movement of $1.5 million compared to an immaterial movement in their market value in the prior year’s first nine months. This is due to the drop in oil prices which affected bunker prices, and the signing of eight new bunker swaps within the third quarter of 2014 with a negative valuation movement of $1.2 million during the third quarter of 2014.

Capitalized interest is based on expenditure incurred to date on vessels under construction. In the third quarter of 2014, capitalized interest amounted to $0.6 million, compared to $0.4 million in the third quarter of 2013. For the first nine months of 2014 and 2013, capitalized interest was $1.8 million and $1.5 million respectively. The increase is due to the addition of nine aframax vessels under construction since the prior year period, offset by the delivery of the two DP2 suezmax shuttle tankers Rio 2016 and Brasil 2014 in the first and second quarter of 2013 respectively.

Interest income

Total income derived from bank deposits was $0.2 million during the third quarter of 2014 and $0.1 million during the quarter ended September 30, 2013. In both the first nine months of 2014 and 2013 interest income was $0.3 million. The increase is mainly due to increased average cash balances offset by lower interest rates earned.

Net income attributable to the non-controlling interest

There is a non-controlling 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. The loss attributable to the non-controlling interest in the third quarter 2014 was less than $0.01 million compared to a loss of $0.4 million in the third quarter 2013. For the nine months ended September 30, 2014, the loss attributable to the non-controlling interest amounted to $0.1 million compared to a $1.1 million loss in the first nine months of 2013. The reduced net loss in both the three and nine month periods of 2014 is mainly due to the fact that there were scheduled special surveys of Maya and Inca in the first nine months of 2013 with increased repairs and maintenance costs incurred during the dry-dockings.

Net income attributable to Tsakos Energy Navigation Limited

As a result of the foregoing, net income attributable to Tsakos Energy Navigation Limited for the quarter ended September 30, 2014 was $5.2 million, or $0.04 per share basic and diluted, taking into account the cumulative dividend of $2.1 million on our preferred Series B and Series C shares, versus a net loss of $1.4 million, or

 

9


$0.04 per share basic and diluted, for the quarter ended September 30, 2013, taking into account the cumulative preferred dividend of $1.0 million on our preferred Series B shares. Net income attributable to Tsakos Energy Navigation Limited for the nine months ended September 30, 2014 was $20.0 million, or $0.18 per share basic and diluted, taking into account the cumulative dividend of $6.3 million on our Series B and Series C preferred shares versus, for the nine months ended September 30, 2013, a net loss of $1.9 million, or $0.06 per share basic and diluted, taking into account the cumulative dividend of $1.6 million on our preferred Series B and Series C shares.

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 expenditures on dry-dockings and vessel acquisitions will require us to expend cash in the remainder of 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 the remainder of 2014 and 2015, our financial resources, including the cash expected to be generated within this period, will be sufficient to meet our liquidity and working capital needs through December 31, 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) amounted to $61.1 million, positive, at September 30, 2014, compared to a negative of $5.3 million, as at December 31, 2013. Non-restricted cash balances at September 30, 2014 were $204.7 million compared to $162.2 million at December 31, 2013.

Net cash provided by operating activities was $33.9 million in the quarter ended September 30, 2014, compared to $31.7 million in the previous year’s third quarter. For the nine month respective periods, net cash from operating activities was $60.8 million in 2014, compared to $104.2 million in the first nine months of 2013. Despite the increased net income in the nine month period, net cash provided by operating activities was lower mainly due to an increase in receivables coupled with higher settlements of payables and decreased unearned revenue. Expenditure incurred for dry-dockings for survey purposes, which are deferred and amortized to expense over the period from the dry-docking to the date of the next scheduled dry-docking, is deducted from net income to calculate cash generated by operating activities. Actual payments to ship-yards where dry-dockings are performed are made in installments, starting usually with a payment in advance and with final settlement usually at or after completion of the dry-docking. In the third quarter of 2014, an amount of $2.3 million was paid for the dry-dockings of the handysize Didimon, the panamax Chantal and the aframax Ise Princess, compared to payments of $0.9 million in the third quarter 2013 for the dry-docking of the panamax tanker Inca. For the nine-month periods, $4.5 million was paid in 2014 for the dry-dockings of six vessels compared to $3.7 million in the previous year’s first nine months for the drydockings of four vessels.

 

10


Net cash used in investing activities was $108.5 million for the quarter ended September 30, 2014, and $15.6 million for the quarter ended September 30, 2013. In the third quarter of 2014, net funds for acquisition of the suezmax Euro amounted to $59.8 million and $0.5 million were paid for additions and improvements on existing vessels. In the third quarter of 2013, an amount of $1.1 million was paid for improvements on existing vessels. In the first nine months of 2014, vessel acquisitions and improvements amounted to $122.7 million including the payment of $61.8 million for the acquisition of the suezmax Eurovision and $1.0 million for additions and improvements to existing vessels. In the first nine months of 2013, an amount of $105.6 million was paid for the acquisition of the shuttle tankers Rio 2016 and Brasil 2014 and $2.1 million was paid for additions and improvements on existing vessels.

In the third quarter of 2014, expenditure for vessels under construction amounted to $48.2 million relating to new-building advances for nine aframax tankers, compared to $16.1 million of new-building advances for one LNG carrier in the third quarter of 2013. For the nine-month periods, new-building advances amounted to $96.6 million in 2014 and $36.7 million in 2013. There was one LNG carrier and nine aframax tankers under construction at September 30, 2014, and one LNG carrier on order as at September 30, 2013. The total contracted amount at September 30, 2014 for the ten vessels is $685.6 million and until September 30, 2014, we have made progress payments of $144.7 million. In October 2014, $31.4 million was paid to the yard, relating to the LNG carrier, using pre-delivery financing. Scheduled yard 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 pre-delivery financing has been arranged for the LNG carrier.

In addition, in the fourth quarter of 2014, the Company agreed with a Korean shipyard to build two LR1 panamax tankers for $46.9 million each, and one shuttle tanker for $98.0 million. As agreed with the shipyard, a portion of the $4.5 million in yard installments paid for a previous shuttle tanker project and subsequently cancelled will be used against the contract price of the two LR1 panamax tankers ($1.2 million) and against the contract price of the new shuttle tanker ($1.7 million). The remaining $1.6 million will be used against the contract price of any other vessel the Company may order from the yard by October, 2015.

In the third quarter of 2013, the Company sold remaining marketable securities for $1.6 million realizing a gain of $0.1 million. The Company held no marketable securities within 2014.

Net cash provided by financing activities was $49.5 million in the quarter ended September 30, 2014, compared to $10.1 million during the quarter ended September 30, 2013. Net cash provided by financing activities was $200.9 million in the nine months ended September 30, 2014, compared to $61.6 million during the nine months ended September 30, 2013. In the third quarter of 2014, an amount to $26.7 million was paid relating to scheduled loan repayments. In the third quarter of 2013, scheduled loan repayments amounted to $52.4 million including $26.8 million as the balloon payment on a loan facility, used for the financing of the aframax tanker Sakura Princess, and other vessels which had been sold in prior periods. For the re-financing of the Sakura Princess, $18.0 million was drawn down on a new term bank loan, arranged in September 2013.

Total debt outstanding increased by $58.5 million from $1,362.5 million at the beginning of the third quarter 2014 to $1,421.0 million by the quarter end. The debt to capital (equity plus debt) ratio was 54.8% at September 30, 2014 (or 50.7% on a net of cash basis). During the third quarter of 2014 a new interest rate swap was entered into in order to hedge the

 

11


future cash flows relating to the interest rate fluctuations on one of our loans. Interest rate swap coverage including fixed interest loans coverage on outstanding loans at September 30, 2014 was approximately 24.6%.

In the first nine months of 2014, the Company completed two offerings of 25,645,000 common shares in total, raising $169.8 million, net of underwriting commissions and expenses.

On August 8, 2013 the Company entered into a distribution agency agreement with a leading investment bank as manager, providing for the offer and sale from time to time of up to 4,000,000 common shares of the Company, par value $1.00 per share, at market prices. During January 2014, the Company issued 1,077,847 common shares under this distribution agency agreement raising $7.1 million, net of underwriting commissions. As of September 30, 2013, the Company sold 481,804 common shares under this agreement for net proceeds of $2.0 million.

On May 2, 2013, the Company completed an offering of 2,000,000 of its 8% Series B cumulative redeemable perpetual preferred shares, par value $1.00 per share and liquidation preference $25.00 per share. The net proceeds from the sale of these shares, after deducting underwriting discounts and expenses, were $47.0 million.

On September 30, 2013, the Company completed an offering of 2,000,000 of its 8.875% Series C cumulative redeemable perpetual preferred shares, par value $1.00 per share and liquidation preference $25.00 per share. The net proceeds from the sale of these shares, after deducting underwriting discounts and expenses, were $47.9 million.

Dividends of $0.05 per common share each were paid on May 22, on August 14 and November 25, 2014 amounting to $12.6 million in total. On November 21, 2014, the Company announced that its Board of Directors agreed to increase the dividend for payment in Q1 2015 to $0.06 per common share. The payment and the amount of dividends are subject to the discretion of the Company’s 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.

Dividends of $0.50 per share for the 8.00% Series B Preferred Shares, were paid each on January 30, April 30, July 30 and October 30, 2014, totaling in aggregate $4.0 million. The first dividend of $0.73958 per share for the 8.875% Series C Preferred shares was paid on January 30, 2014 and dividends of $0.5547 per share were paid each on April 30, July 30 and October 30, 2014, totaling in aggregate $4.8 million.

Preferred share Dividends on the Series B and C Preferred Shares will be payable quarterly in arrears on the 30th day of January, April, July and October of each year, when, as and if declared by the Company’s 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 one loan, which has a shortfall of $1.8 million, after taking account of the next two scheduled repayments. The lender is not seeking remedial action with regards to the shortfall.

CAPITALIZATION

The following table sets forth our (i) cash and cash equivalents, (ii) restricted cash and (iii) consolidated capitalization as of September 30, 2014 on:

 

    an actual basis; and

 

    an as adjusted basis giving effect to (i) scheduled debt repayments of $29.3 million, (ii) the drawdown of $31.2 million for pre-delivery financing and the payment to the yard of $31.4 million as yard installments for the construction of the LNG carrier Maria Energy, (iii) the payment of $2.1 million of preference share dividends, and (iv) the payment of $4.2 million of common share dividends.

 

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Other than these adjustments, there has been no material change in our capitalization from debt or equity issuances, re-capitalization or special dividends between September 30, 2014 and December 17, 2014.

This table should be read in conjunction with our consolidated financial statements and the notes thereto, “Results of operations-management’s discussion and analysis” above, and “Item 5. Operating and Financial Review and Prospects”, included in our Annual Report on Form 20-F for the year ended December 31, 2013.

 

     As of September 30, 2014  
In thousands of U.S. Dollars    Actual     Adjusted  

Cash

    

Cash and cash equivalents

   $ 204,680      $ 168,794   

Restricted cash

     8,343        8,343   
  

 

 

   

 

 

 

Total cash

   $ 213,023      $ 177,137   
  

 

 

   

 

 

 

Capitalization

    

Debt:

    

Long-term secured debt obligations (including current portion)

   $ 1,421,037      $ 1,422,936   
  

 

 

   

 

 

 

Stockholders’ equity:

    

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 on an actual and on an as adjusted basis

     4,000        4,000   

Common shares, $1.00 par value; 185,000,000 shares authorized and 84,712,295 shares issued and outstanding on an actual and on an as adjusted basis

     84,712        84,712   

Additional paid-in capital

     651,065        651,065   

Accumulated other comprehensive loss

     (8,108     (8,108

Retained earnings

     431,207        429,098   

Non-controlling interest

     11,150        11,150   
  

 

 

   

 

 

 

Total stockholders’ equity

     1,174,026        1,171,917   
  

 

 

   

 

 

 

Total capitalization

   $ 2,595,063      $ 2,594,853   
  

 

 

   

 

 

 

 

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