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, 2015
Commission File Number 001-31236
TSAKOS ENERGY NAVIGATION LIMITED
(Translation of registrants name into English)
367 Syngrou Avenue, 175 64 P. Faliro, Athens, Greece
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
TSAKOS ENERGY NAVIGATION LIMITED
FORM 6-K
This report on Form 6-K is hereby incorporated by reference into the following Registration Statements of the Company:
| Registration Statement on Form F-3 (No. 333-206852) filed with the SEC on September 9, 2015; |
| 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, as amended; |
| 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; |
| 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. 333-104062) 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, 2015 | |
99.2 | Managements Discussion and Analysis of Financial Condition and Results of Operations | |
99.3 | Capitalization at September 30, 2015 |
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 9, 2015
TSAKOS ENERGY NAVIGATION LIMITED | ||
By: | /s/ Paul Durham | |
Paul Durham | ||
Chief Financial Officer |
Exhibit 99.1
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
SEPTEMBER 30, 2015 AND DECEMBER 31, 2014
(Expressed in thousands of U.S. Dollars - except share and per share data)
September 30, 2015 |
December 31, 2014 |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
$ | 280,476 | $ | 202,107 | ||||
Restricted cash |
20,751 | 12,334 | ||||||
Accounts receivable, net |
46,518 | 42,047 | ||||||
Due from related parties (Note 2) |
3,599 | 1,895 | ||||||
Advances and other |
17,239 | 10,629 | ||||||
Inventories |
17,305 | 15,941 | ||||||
Prepaid insurance and other |
1,058 | 2,403 | ||||||
Current portion of financial instruments - Fair value (Note 11) |
1,317 | 2,443 | ||||||
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Total current assets |
388,263 | 289,799 | ||||||
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INVESTMENTS |
1,000 | 1,000 | ||||||
FINANCIAL INSTRUMENTS - FAIR VALUE, net of current portion (Note 11) |
23 | | ||||||
FIXED ASSETS (Note 3) |
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Advances for vessels under construction |
346,362 | 188,954 | ||||||
Vessels |
2,793,210 | 2,834,289 | ||||||
Accumulated depreciation |
(706,313 | ) | (635,135 | ) | ||||
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Vessels Net Book Value |
2,086,897 | 2,199,154 | ||||||
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Total fixed assets |
2,433,259 | 2,388,108 | ||||||
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DEFERRED CHARGES, net (Note 4) |
21,021 | 20,190 | ||||||
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Total assets |
$ | 2,843,566 | $ | 2,699,097 | ||||
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LIABILITIES AND STOCKHOLDERS EQUITY |
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CURRENT LIABILITIES: |
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Current portion of long-term debt (Note 5) |
$ | 340,703 | $ | 228,492 | ||||
Payables |
30,727 | 33,052 | ||||||
Due to related parties (Note 2) |
3,981 | 10,136 | ||||||
Dividends payable |
5,240 | 5,083 | ||||||
Accrued liabilities |
34,800 | 25,188 | ||||||
Unearned revenue |
6,582 | 9,897 | ||||||
Current portion of financial instruments - Fair value (Note 11) |
9,351 | 15,434 | ||||||
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Total current liabilities |
431,384 | 327,282 | ||||||
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LONG-TERM DEBT, net of current portion (Note 5) |
1,030,049 | 1,189,844 | ||||||
FINANCIAL INSTRUMENTS - FAIR VALUE, net of current portion (Note 11) |
5,896 | 4,059 | ||||||
STOCKHOLDERS EQUITY |
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Preferred shares, $ 1.00 par value; 15,000,000 shares authorized and 2,000,000 Series B Preferred Shares and 2,000,000 Series C preferred Shares issued and outstanding at September 30, 2015 and December 31, 2014 and 3,400,000 Series D Preferred Shares issued and outstanding at September 30, 2015. |
7,400 | 4,000 | ||||||
Common shares, $ 1.00 par value; 185,000,000 shares authorized at September 30, 2015 and December 31, 2014; 87,338,652 shares issued and outstanding at September 30, 2015 and 84,712,295 December 31, 2014 respectively |
87,339 | 84,712 | ||||||
Additional paid-in capital |
752,001 | 650,536 | ||||||
Accumulated other comprehensive loss |
(13,817 | ) | (10,290 | ) | ||||
Retained earnings |
531,790 | 437,565 | ||||||
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Total Tsakos Energy Navigation Limited stockholders equity |
1,364,713 | 1,166,523 | ||||||
Noncontrolling Interest |
11,524 | 11,389 | ||||||
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Total stockholders equity |
1,376,237 | 1,177,912 | ||||||
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Total liabilities and stockholders equity |
$ | 2,843,566 | $ | 2,699,097 | ||||
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The accompanying notes are an integral part of these condensed consolidated financial statements.
1
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014
(Expressed in thousands of U.S. Dollars - except share and per share data)
Three months ended September 30 |
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2015 | 2014 | |||||||
VOYAGE REVENUES: |
$ | 141,736 | $ | 120,881 | ||||
EXPENSES: |
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Voyage expenses |
31,869 | 38,402 | ||||||
Vessel operating expenses |
35,888 | 36,776 | ||||||
Depreciation and amortization |
26,115 | 26,533 | ||||||
General and administrative expenses |
4,801 | 5,332 | ||||||
Gain on sale of vessels |
(2,078 | ) | | |||||
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Total expenses |
96,595 | 107,043 | ||||||
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Operating income |
45,141 | 13,838 | ||||||
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OTHER INCOME (EXPENSES): |
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Interest and finance costs, net (Note 6) |
(5,091 | ) | (9,337 | ) | ||||
Interest income |
72 | 188 | ||||||
Other, net |
36 | 498 | ||||||
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Total other expenses, net |
(4,983 | ) | (8,651 | ) | ||||
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Net income |
40,158 | 5,187 | ||||||
Less: Net (income)/ loss attributable to the noncontrolling interest |
(147 | ) | 29 | |||||
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Net income attributable to Tsakos Energy Navigation Limited |
$ | 40,011 | $ | 5,216 | ||||
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Effect of preferred dividends |
(3,969 | ) | (2,109 | ) | ||||
Net income attributable to common stockholders of Tsakos Energy Navigation Limited |
36,042 | 3,107 | ||||||
Earnings per share, basic and diluted attributable to Tsakos Energy Navigation Limited common shareholders |
$ | 0.42 | $ | 0.04 | ||||
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Weighted average number of shares, basic and diluted |
86,482,231 | 84,705,556 | ||||||
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The accompanying notes are an integral part of these condensed consolidated financial statements.
2
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014
(Expressed in thousands of U.S. Dollars - except share and per share data)
Nine months ended September 30 |
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2015 | 2014 | |||||||
VOYAGE REVENUES: |
$ | 444,623 | $ | 363,565 | ||||
EXPENSES: |
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Voyage expenses |
101,667 | 116,178 | ||||||
Vessel operating expenses |
109,010 | 108,198 | ||||||
Depreciation and amortization |
79,360 | 76,701 | ||||||
General and administrative expenses |
16,657 | 15,672 | ||||||
Gain on sale of vessels |
(2,078 | ) | | |||||
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Total expenses |
304,616 | 316,749 | ||||||
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Operating income |
140,007 | 46,816 | ||||||
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OTHER INCOME (EXPENSES): |
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Interest and finance costs, net (Note 6) |
(21,518 | ) | (27,432 | ) | ||||
Interest income |
190 | 302 | ||||||
Other, net |
33 | 247 | ||||||
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Total other expenses, net |
(21,295 | ) | (26,883 | ) | ||||
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Net income |
118,712 | 19,933 | ||||||
Less: Net (income)/loss attributable to the noncontrolling interest |
(135 | ) | 48 | |||||
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Net income attributable to Tsakos Energy Navigation Limited |
$ | 118,577 | $ | 19,981 | ||||
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Effect of preferred dividends |
(9,468 | ) | (6,328 | ) | ||||
Net income attributable to common stockholders of Tsakos Energy Navigation Limited |
109,109 | 13,653 | ||||||
Earnings per share, basic and diluted attributable to Tsakos Energy Navigation Limited common shareholders |
$ | 1.28 | $ | 0.18 | ||||
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Weighted average number of shares, basic and diluted |
85,308,757 | 77,227,931 | ||||||
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED STATEMENT OF CONSOLIDATED OTHER COMPREHENSIVE INCOME (UNAUDITED)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2015, AND 2014
(Expressed in thousands of U.S. Dollars)
Three months ended September 30 |
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2015 | 2014 | |||||||
Net income |
$ | 40,158 | $ | 5,187 | ||||
Other comprehensive income |
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Unrealized (losses)/gains from hedging financial instruments |
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Unrealized (loss)/gain on interest rate swaps, net |
(2,483 | ) | 1,188 | |||||
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Total unrealized (losses)/gains from hedging financial instruments |
(2,483 | ) | 1,188 | |||||
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Comprehensive income |
37,675 | 6,375 | ||||||
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Less: comprehensive (income)/loss attributable to the noncontrolling interest |
(147 | ) | 29 | |||||
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Comprehensive income attributable to Tsakos Energy Navigation Limited |
$ | 37,528 | $ | 6,404 | ||||
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED STATEMENT OF CONSOLIDATED OTHER COMPREHENSIVE INCOME (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015, AND 2014
(Expressed in thousands of U.S. Dollars)
Nine months ended September 30 |
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2015 | 2014 | |||||||
Net income |
$ | 118,712 | $ | 19,933 | ||||
Other comprehensive income |
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Unrealized (losses)/gains from hedging financial instruments |
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Unrealized loss on interest rate swaps, net |
(3,527 | ) | (1,473 | ) | ||||
Amortization of deferred loss on de-designated financial instruments |
| 154 | ||||||
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Total unrealized losses from hedging financial instruments |
(3,527 | ) | (1,319 | ) | ||||
Comprehensive income |
115,185 | 18,614 | ||||||
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Less: comprehensive (income)/loss attributable to the noncontrolling interest |
(135 | ) | 48 | |||||
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Comprehensive income attributable to Tsakos Energy Navigation Limited |
$ | 115,050 | $ | 18,662 | ||||
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015, AND 2014
(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 Loss |
Tsakos Energy Navigation Limited |
Noncontrolling Interest |
Total | |||||||||||||||||||||||||
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 25,645,000 common shares |
25,645 | 144,160 | 169,805 | 169,805 | ||||||||||||||||||||||||||||
- Issuance of 20,000 shares of restricted share units |
20 | (20 | ) | | | |||||||||||||||||||||||||||
- Issuance of common shares 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 loss |
(1,319 | ) | (1,319 | ) | (1,319 | ) | ||||||||||||||||||||||||||
- Amortization of restricted share units |
142 | 142 | 142 | |||||||||||||||||||||||||||||
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BALANCE, September 30, 2014 |
$ | 4,000 | $ | 84,712 | $ | 651,065 | $ | 431,207 | $ | (8,108 | ) | $ | 1,162,876 | $ | 11,150 | $ | 1,174,026 | |||||||||||||||
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BALANCE, January 1, 2015 |
$ | 4,000 | $ | 84,712 | $ | 650,536 | $ | 437,565 | $ | (10,290 | ) | $ | 1,166,523 | $ | 11,389 | $ | 1,177,912 | |||||||||||||||
Net income |
118,577 | 118,577 | 135 | 118,712 | ||||||||||||||||||||||||||||
- Issuance of 8.75% Series D preferred shares |
3,400 | 78,384 | 81,784 | 81,784 | ||||||||||||||||||||||||||||
-Issuance of 2,626,357 common shares |
2,627 | 23,081 | 25,708 | 25,708 | ||||||||||||||||||||||||||||
-Common dividends declared ($0.06 per share) |
(5,240 | ) | (5,240 | ) | (5,240 | ) | ||||||||||||||||||||||||||
-Common dividends paid ($0.06 per share) |
(10,325 | ) | (10,325 | ) | (10,325 | ) | ||||||||||||||||||||||||||
-Dividends paid on Series B preferred shares |
(3,000 | ) | (3,000 | ) | (3,000 | ) | ||||||||||||||||||||||||||
-Dividends paid on Series C preferred shares |
(3,328 | ) | (3,328 | ) | (3,328 | ) | ||||||||||||||||||||||||||
-Dividends paid on Series D preferred shares |
(2,459 | ) | (2,459 | ) | (2,459 | ) | ||||||||||||||||||||||||||
-Other comprehensive loss |
(3,527 | ) | (3,527 | ) | (3,527 | ) | ||||||||||||||||||||||||||
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BALANCE, September 30, 2015 |
$ | 7,400 | $ | 87,339 | $ | 752,001 | $ | 531,790 | $ | (13,817 | ) | $ | 1,364,713 | $ | 11,524 | $ | 1,376,237 | |||||||||||||||
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The accompanying notes are an integral part of these condensed consolidated financial statements.
6
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014
(Expressed in thousands of U.S. Dollars)
Nine months ended September 30, |
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2015 | 2014 | |||||||
Cash Flows from Operating Activities: |
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Net income |
$ | 118,712 | $ | 19,933 | ||||
Adjustments to reconcile net income to net cash provided by operating activities |
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Depreciation |
74,416 | 72,715 | ||||||
Amortization of deferred dry-docking costs |
4,944 | 3,985 | ||||||
Amortization of loan fees |
909 | 899 | ||||||
Stock compensation expense |
| 142 | ||||||
Change in fair value of derivative instruments |
(6,783 | ) | 371 | |||||
Gain on sale of vessels |
(2,078 | ) | | |||||
Gain on extinguishment of debt, net |
(3,208 | ) | | |||||
Payments for dry-docking |
(5,434 | ) | (4,473 | ) | ||||
(Increase)/Decrease in: |
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Receivables |
(12,785 | ) | (11,496 | ) | ||||
Inventories |
(1,364 | ) | (1,130 | ) | ||||
Prepaid insurance and other |
1,345 | (59 | ) | |||||
Increase/(Decrease) in: |
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Payables |
(8,480 | ) | (15,638 | ) | ||||
Accrued liabilities |
9,612 | 3,798 | ||||||
Unearned revenue |
(3,315 | ) | (8,246 | ) | ||||
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Net Cash provided by Operating Activities |
166,491 | 60,801 | ||||||
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Cash Flows from Investing Activities: |
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Advances for vessels under construction and acquisitions |
(131,700 | ) | (96,629 | ) | ||||
Vessel acquisitions and/or improvements |
(2,571 | ) | (122,657 | ) | ||||
Proceeds from sale of vessels |
42,761 | | ||||||
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Net Cash used in Investing Activities |
(91,510 | ) | (219,286 | ) | ||||
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Cash Flows from Financing Activities: |
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Proceeds from long-term debt |
115,804 | 127,298 | ||||||
Financing costs |
(1,355 | ) | (2,838 | ) | ||||
Payments of long-term debt |
(160,076 | ) | (86,559 | ) | ||||
(Increase)/Decrease in restricted cash |
(8,417 | ) | 1,184 | |||||
Proceeds from stock issuance program, net |
| 176,929 | ||||||
Proceeds from preferred stock issuance, net |
81,784 | | ||||||
Cash dividends |
(24,352 | ) | (15,086 | ) | ||||
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Net Cash provided by Financing Activities |
3,388 | 200,928 | ||||||
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Net increase in cash and cash equivalents |
78,369 | 42,443 | ||||||
Cash and cash equivalents at beginning of period |
202,107 | 162,237 | ||||||
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Cash and cash equivalents at end of period |
$ | 280,476 | $ | 204,680 | ||||
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The accompanying notes are an integral part of these condensed consolidated financial statements.
7
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2015 AND 2014
(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)
1. | Basis of Presentation |
The accompanying unaudited condensed consolidated financial statements of Tsakos Energy Navigation Limited (the Holding Company) and subsidiaries (collectively, the Company) have been prepared in accordance with generally accepted accounting principles 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, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015.
The consolidated balance sheet as of December 31, 2014, has been derived from the audited financial statements included in the Companys annual report on Form 20-F filed with the Securities and Exchange Commission on April 8, 2015 (Annual Report), but does not include all of the footnotes required by generally accepted accounting principles for complete financial statements.
A discussion of the Companys significant accounting policies can be found in Note 1 of the Companys consolidated financial statements included in the Annual Report. There have been no material changes to these policies in the nine-month period ended September 30, 2015.
New Accounting Pronouncements:
(a) | Consolidation: In February 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-02-Consolidation. The amendments in this ASU affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Management believes that this standard will not have a material effect on the Companys financial position. |
(b) | Debt Issuance costs: In April 2015, the FASB issued ASU No. 2015-03-Interest-Imputation of Interest, to simplify the presentation of debt issuance costs. The amendments in this ASU would require that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts or premiums. Management believes that this standard will not have a material effect on the Companys financial position. |
(c) | Revenue from Contracts with customers: In August 2015, the FASB issued ASU No. 2015-14-Revenue from Contracts with Customers, which defers the effective date of ASU No. 2014-09 for public business entities from annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, to December 15, 2017, including interim periods within that reporting period. Management is in the process of assessing the impact of the new standard on the Companys financial position. |
(d) | Inventory (subsequent to the adoption of ASU 2015-11, Simplifying the Measurement of Inventory): In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory. ASU 2015-11 simplifies the subsequent measurement of inventory by replacing todays lower of cost or market test with a lower of cost and net realizable value test. The guidance applies only to inventories for which cost is determined by methods other than last-in first-out (LIFO) and the retail inventory method (RIM). Entities that use LIFO or RIM will continue to use existing impairment models (e.g., entities using LIFO would apply the lower of cost or market test). The guidance is effective for public business entities for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. For all other entities, it is effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. Early adoption is permitted as of the beginning of an interim or annual reporting period. The new guidance must be applied prospectively after the date of adoption. Management believes that this standard will not have a material effect on the Companys financial position. |
(e) | Business Combinations: In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. ASU 2015-16 eliminates the requirement that an acquirer in a business combination account for measurement-period adjustment during the period in which it determines the amount of the adjustment. The guidance is effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. For all other entities, it is effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. Early adoption is permitted. Management is in the process of assessing the impact of the new standard on the Companys financial position and performance. |
8
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, |
|||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Tsakos Shipping and Trading S.A. (commissions) |
1,985 | 1,509 | 5,771 | 4,675 | ||||||||||||
Tsakos Energy Management Limited (management fees) |
3,998 | 4,038 | 12,079 | 11,807 | ||||||||||||
Tsakos Columbia Shipmanagement S.A. |
534 | 650 | 1,649 | 1,308 | ||||||||||||
Argosy Insurance Company Limited |
2,312 | 2,473 | 7,113 | 7,085 | ||||||||||||
AirMania Travel S.A. |
1,146 | 1,300 | 3,428 | 3,442 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total expenses with related parties |
9,975 | 9,970 | 30,040 | 28,317 | ||||||||||||
|
|
|
|
|
|
|
|
9
Balances due from and due to related parties are as follows:
September 30, | December 31, | |||||||
2015 | 2014 | |||||||
Due from related parties |
||||||||
Tsakos Columbia Shipmanagement S.A. |
3,599 | 1,895 | ||||||
|
|
|
|
|||||
Total due from related parties |
3,599 | 1,895 | ||||||
|
|
|
|
|||||
Due to related parties |
||||||||
Tsakos Energy Management Limited |
43 | 93 | ||||||
Tsakos Shipping and Trading S.A. |
943 | 881 | ||||||
Argosy Insurance Company Limited |
2,570 | 8,766 | ||||||
AirMania Travel S.A. |
425 | 396 | ||||||
|
|
|
|
|||||
Total due to related parties |
3,981 | 10,136 | ||||||
|
|
|
|
There is also, at September 30, 2015, an amount of $651 ($875 at December 31, 2014) due to Tsakos Shipping and Trading S.A. and $136 ($379 at December 31, 2014) due to Argosy Insurance Limited, included in accrued liabilities which relate to services rendered by these related parties but 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 the first nine months of 2015 and 2014 monthly fees for operating vessels are $27.5, for vessels chartered out, $20.4 for vessels on a bare-boat basis, and $35.8 for the LNG carrier, of which $10.0 is paid to the Management Company and $25.8 to a third party manager. Monthly management fees for the DP2 shuttle tankers have been agreed to $35.0 per vessel. Since the expiry of the bareboat charter of the VLCC Millennium on July 30, 2013, management fees for this vessel are $27.5 per month, of which $13.9 are payable to a third party manager. Management fees for the suezmax Eurochampion 2004 are $27.5 per month, of which $12.0 is paid to a third party manager. In addition to the Management fee, the Management Agreement provides for an incentive award to the Management Company, which is at the absolute discretion of the Holding Companys Board of Directors. In the first nine months of 2015 an award of $1,142 was granted to the Management Company and is included in the General and Administrative expenses in the accompanying Condensed Consolidated Statement of Comprehensive Income. In addition, a special award of $425 was paid to the Management Company in relation to capital raising offerings in the first nine months of 2015 and $400 in the first nine months of 2014. These awards relating to offerings have been included as a deduction of additional paid in capital in the accompanying Financial Statements. |
The Holding Company and the Management Company have certain officers and directors in common. The President, who is also the Chief Executive Officer and a Director of the Holding Company, is also the sole stockholder of the Management Company. The Management Company may unilaterally terminate its Management Agreement with the Holding Company at any time upon one years notice. In addition, if even one director was elected to the Holding Companys Board of Directors without having been recommended by the existing Board, 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, 2015, to pay the Management Company an amount of approximately $172,864 calculated in accordance with the terms of the Management Agreement. Under the terms of the Management Agreement between the Holding Company and the Management Company, the Holding Company may terminate the Management Agreement only under specific circumstances, without the prior approval of the Holding Companys Board of Directors.
Estimated future management fees payable over the next ten years under the Management Agreement, exclusive of any incentive awards and based on existing vessels and known vessels scheduled for future delivery as at September 30, 2015, are:
Year |
Amount | |||
October to December 2015 |
4,847 | |||
2016 |
19,947 | |||
2017 |
20,768 | |||
2018 |
20,989 | |||
2019 |
20,989 | |||
2020 to 2025 |
115,438 | |||
|
|
|||
202,978 | ||||
|
|
10
Management fees for vessels are included in the accompanying Condensed Consolidated Statements of Comprehensive Income. Also, under the terms of the Management Agreement, the Management Company provides supervisory services for the construction of new vessels for a monthly fee of $20.4. These fees in total amounted to $2,428 and $1,591 during the nine months ended September 30, 2015 and 2014, respectively, and are either accounted for as part of construction costs for delivered vessels or are included in Advances for vessels under construction.
(b) | Tsakos Columbia Shipmanagement S.A. (TCM): The Management Company appointed TCM to provide technical management to the Companys vessels from July 1, 2010. TCM is owned jointly and in equal part by related party interests and by a private German Group. TCM, at the consent of the Holding Company, may subcontract all or part of the technical management of any vessel to an alternative unrelated technical manager. |
Effective July 1, 2010, the Management Company, at its own expense, pays technical management fees to TCM, and the Company bears and pays directly to TCM most of its operating expenses, including repairs and maintenance, provisioning and crewing of the Companys vessels, as well as certain charges which are capitalized or deferred, including reimbursement of the costs of TCM personnel sent overseas to supervise repairs and perform inspections on the Companys vessels. The Company also pays to TCM certain fees to cover expenses relating to internal control procedures and information technology services which are borne by TCM on behalf of the Company.
TCM has a 25% share in a manning agency, located in the Philippines, named TCM Tsakos Maritime Philippines, which provides crew to certain of the Companys vessels. The Company has no control or ownership directly in TCM Tsakos Maritime Philippines, nor had any direct transactions to date with the agency.
(c) | Tsakos Shipping and Trading S.A. (Tsakos Shipping): Tsakos Shipping provides chartering services for the Companys vessels by communicating with third party brokers to solicit research and propose charters. For this service, the Company pays Tsakos Shipping a chartering commission of approximately 1.25% on all freights, hires and demurrages. Such commissions are included in Voyage expenses in the accompanying Condensed Consolidated Statements of Comprehensive Income. Tsakos Shipping also provides sale and purchase of vessels brokerage service. In the first nine months of 2015, the handysize tanker Delphi and the suezmax tanker Triathlon were sold to client companies of Tsakos Shipping. For this service, Tsakos Shipping charged a brokerage commission of $215 which was 0.5% of the sale price of the vessels. 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 2015, no such fee was charged. 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 of 0.5% on the purchase of the suezmax tankers Eurovision and Euro. |
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 2015 there were no vessel 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 be influenced by certain members of the Tsakos family, who are also shareholders, officers and directors of the Holding Company.
Sales
On July 16, 2015 and July 17, 2015, the Company sold the handysize tanker Delphi and the suezmax tanker Triathlon, classified as held for sale at June 30, 2015, for net proceeds of $42,761 in total, realizing a total net gain of $2,078. There were no vessel sales in the first nine months of 2014.
11
4. | Deferred Charges |
Deferred charges, consisting of dry-docking and special survey costs, net of accumulated amortization, amounted to $14,319 and $13,830, at September 30, 2015 and December 31, 2014, respectively, and loan fees, net of accumulated amortization, amounted to $6,702 and $6,360 at September 30, 2015 and December 31, 2014, respectively. Amortization of deferred dry-docking costs was $4,944 during the first nine months of 2015 and $3,985 during the first nine months of 2014 and is included in Depreciation and amortization in the accompanying Condensed Consolidated Statements of Comprehensive Income, while amortization of loan fees is included in Interest and finance costs, net.
5. | Long Term Debt |
Facility |
September 30, 2015 |
December 31, 2014 |
||||||
(a) Credit Facilities |
609,948 | 732,130 | ||||||
(b) Term Bank Loans |
760,804 | 686,206 | ||||||
|
|
|
|
|||||
Total |
1,370,752 | 1,418,336 | ||||||
Less current portion |
(340,703 | ) | (228,492 | ) | ||||
|
|
|
|
|||||
Long-term portion |
1,030,049 | 1,189,844 | ||||||
|
|
|
|
(a) Credit facilities
As at September 30, 2015, the Company had five 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, with balloon payments due at maturity between December 2015 and April 2019. At September 30, 2015, there was no available unused amount.
On July 7, 2015, as part of its refinancing program, the Company repaid $46,488 to a lender for debt approaching maturity relating to the vessels Socrates and Selecao. The outstanding balance of the loan facility at the repayment date was $49,800, leaving a total net gain of $3,208 (after deducting breakage costs of $104), which is included within Interest and finance costs, net.
On July 15, 2015, the Company prepaid an amount of $5,271 to a lender due to sale of the handysize tanker Delphi (Note 3).
Interest is payable at a rate based on LIBOR plus a margin. At September 30, 2015, interest on these facilities ranged from 0.99% to 5.19%.
(b) Term bank loans
Term loan balances outstanding at September 30, 2015, amounted to $760,804. These bank loans are payable in U.S. Dollars in quarterly or semi-annual installments with balloon payments due at maturity between February 2016 and February 2025. Interest rates on the outstanding loans as at September 30, 2015, are based on LIBOR plus a spread.
On April 22, 2015, the Company signed a new five-year term bank loan for $35,190 relating to the pre and post delivery financing of the first LR1 tanker under construction. The first drawdown of $7,038 was made on April 23, 2015, for the payment of the second installment to the ship building yard. The loan is repayable in ten consecutive semi-annual installments of $977.5, commencing six months after the delivery of the vessel, plus a balloon of $25,415 payable together with the last installment.
On April 22, 2015, the Company signed a new seven-year term bank loan for $35,190 relating to the pre and post delivery financing of the second LR1 tanker under construction. The first drawdown of $7,038 was made on April 22, 2015, for the payment of the second installment to the ship building yard. The loan is repayable in fourteen consecutive semi-annual installments equal to 1/32nd of the amount drawn under the loan, commencing six months after the delivery of the vessel, plus a balloon sufficient to repay the loan in full.
On May 25, 2015, the Company signed a new eight-year term bank loan for $73,500 relating to the pre and post delivery financing of one shuttle tanker under construction. The first drawdown of $9,800 was made on May 26, 2015, for the payment of the second installment to the ship building yard. The loan is repayable in sixteen consecutive semi-annual installments of $2,300, commencing six months after the delivery of the vessel, plus a balloon of $36,700 payable together with the last installment.
12
On July 16, 2015, the Company prepaid an amount of $17,923 to a lender due to sale of the suezmax tanker Triathlon (Note 3).
On July 29, 2015, the Company signed a new six-year term bank loan for $46,217 relating to the re-financing of the two panamax tankers, Socrates and Selecao and on the same date drew down the full amount. The loan is repayable in twelve consecutive semi-annual installments of $2,311, commencing six months after the initial borrowing date, plus a balloon of $18,487 payable together with the last installment.
On September 25, 2015, the Company arranged a new seven-year term bank loan for $39,900 relating to the delivery financing of a 2009-built suezmax tanker Pentathlon. The loan agreement was signed on October 22, 2015 and was drawn down on November 5, 2015.
At September 30, 2015, interest on these term bank loans ranged from 1.78% to 4.04%. The weighted-average interest rates on the above executed loans for the applicable periods were:
Three months ended September 30, 2015 |
2.32 | % | ||
Three months ended September 30, 2014 |
2.04 | % | ||
Nine months ended September 30, 2015 |
2.27 | % | ||
Nine months ended September 30, 2014 |
2.30 | % |
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 $80,526 at September 30, 2015 and $79,563 at December 31, 2014, 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 retention account of any principal due but unpaid.
As at September 30, 2015, the Company and its wholly owned subsidiaries were compliant with the financial covenants in its loan agreements, including the leverage ratio and the value-to-loan requirements and all other terms and covenants.
The Companys liquidity requirements relate primarily to servicing its debt, funding the equity portion of investments in vessels and funding expected capital expenditure on dry-dockings and working capital. As of September 30, 2015 and December 31, 2014, the Companys working capital (non-restricted net current assets), amounted to a deficit of $63,872 and $49,817, respectively. The deficit is due to loan facilities which are reaching their maturity from December 2015 through September 2016 amounting to $163,697 and the loan balance of $52,195 relating to the pre-delivery financing of the LNG carrier Maria Energy, which falls due in the second quarter of 2016. Loan of $82,775 has been agreed of which $51,625 was subsequently received on December 2, 2015, for the refinancing of these loans and discussions are in progress relating to the remainder. The Company expects the working capital to return to a surplus by December 31, 2015. Net cash flow generated from operations is the Companys main source of liquidity whereas other management alternatives to ensure service of the Companys commitments include, but are not limited to, the issuance of additional equity, re-negotiation of new-building commitments and utilization of suitable opportunities for asset sales. Management believes such alternatives, along with current available cash holdings and cash expected to be generated from the operation of vessels, will be sufficient to meet the Companys liquidity and working capital needs for a reasonable period of time.
The annual principal payments required to be made after September 30, 2015, are as follows:
Period/Year |
Amount | |||
October to December 2015 |
129,418 | |||
2016 |
265,419 | |||
2017 |
190,986 | |||
2018 |
274,993 | |||
2019 |
167,039 | |||
2020 and thereafter |
342,897 | |||
|
|
|||
1,370,752 | ||||
|
|
13
6. | Interest and Finance Costs, net |
Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Interest expense |
8,003 | 7,883 | 23,668 | 25,453 | ||||||||||||
Less: Interest capitalized |
(934 | ) | (596 | ) | (2,281 | ) | (1,787 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Interest expense, net |
7,069 | 7,287 | 21,387 | 23,666 | ||||||||||||
Interest swap cash settlements non-hedging |
| | 1,134 | 2,180 | ||||||||||||
Bunkers swap cash settlements |
2,087 | 97 | 6,704 | 55 | ||||||||||||
Amortization of loan fees |
330 | 303 | 909 | 899 | ||||||||||||
Bank charges |
39 | 31 | 110 | 192 | ||||||||||||
Finance project costs expensed |
| | 1,261 | | ||||||||||||
Amortization of deferred loss on de-designated financial instruments |
| | | 154 | ||||||||||||
Change in fair value of non-hedging financial instruments |
(1,226 | ) | 1,619 | (6,779 | ) | 286 | ||||||||||
Gain on the prepayment of a loan |
(3,208 | ) | | (3,208 | ) | | ||||||||||
Net total |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
5,091 | 9,337 | 21,518 | 27,432 | |||||||||||||
|
|
|
|
|
|
|
|
At September 30, 2015, the Company was committed to seven floating-to-fixed interest rate swaps with major financial institutions covering notional amounts aggregating to $292,699, maturing from March 2016 through March 2021, on which it pays fixed rates averaging 3.26% and receives floating rates based on the six-month London interbank offered rate (LIBOR) (Note 11).
At September 30, 2015, the Company held six of the seven interest rate swap agreements, designated and qualifying as cash flow hedges, in order to hedge its exposure to interest rate fluctuations associated with its debt covering notional amounts aggregating to $242,449. The fair values of such financial instruments as of September 30, 2015 and December 31, 2014, in aggregate amounted to $10,684 (negative) and $7,046 (negative), respectively. The net amount of cash flow hedge losses at September 30, 2015, that is estimated to be reclassified into earnings within the next twelve months is $4,155.
At September 30, 2015 and December 30, 2014, the Company held one interest rate swap that did not meet hedge accounting criteria. As such, the changes in its fair value during the first nine months of 2015 and 2014 have been included in Change in fair value of non-hedging financial instruments in the table above, and amounted to a gain of $1,156 and $1,189, respectively.
At September 30, 2015 and December 31, 2014, the Company had four and seven bunker swap agreements, respectively, in order to hedge its exposure to bunker price fluctuations associated with the consumption of bunkers by its vessels. The fair value of these financial instruments as of September 30, 2015 and December 31, 2014, were $2,501 (negative) and $9,228 (negative), respectively.
The changes in their fair values during the first nine months of 2015 and 2014 amounting to $6,727 (positive) and $1,475 (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.
At September 30, 2015 and December 31, 2014, the Company held three bunker put option agreements in order to reduce the losses of the bunker swap agreements previously entered into. The value of those put options at September 30, 2015 was $1,249 (positive) and at December 31, 2014 was $2,443 (positive). The change in their fair value in the first nine months of 2015 was $1,194 (negative). In the first nine months of 2015 the Company entered into ten call option agreements for the same reasons as for the put options. The premium paid for the call options was $839 and their fair market value at September 30, 2015, amounted to $91.
14
7. | Stockholders Equity |
On January 30, April 30 and July 30, 2015, the Company paid dividends of $0.50 per share each or $3,000 in total, on its 8.00% Series B Preferred Shares and on the same dates paid $0.55469 per share each or $3,328 in total, on its 8.875% Series C Preferred Shares. 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.
On February 19, 2015 the Company paid dividends of $0.06 per common share outstanding, which were declared in November 2014. On May 28, 2015 and September 10, 2015, the Company paid dividends of $0.06 per share to shareholders of record as of May 21, 2015 and as of September 3, 2015, respectively. During the nine-month period ended September 30, 2014, the Company 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.
On April 22, 2015, the Company completed an offering of 3,400,000 of its 8.75% Series D Cumulative Perpetual Preferred Shares, par value $1.00 per share, liquidation preference $25.00 per share, raising $81,784, net of underwriters discount and other expenses. On August 28, 2015, the Company paid dividends of $0.72309 per share each or $2,459 in total, on its 8.75% Series D Preferred Shares.
On July 30, 2015, the Company issued 2,626,357 common shares at a value of $9.7881 per share so as to partially finance the acquisition of two resale contracts for the construction of VLCC tankers for delivery in 2016.
On May 30, 2014, at the annual general meeting of shareholders, the shareholders approved the amendment of the Companys Memorandum of Association in order to increase the authorized share capital from $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.
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.
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.
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.
8. | Accumulated other comprehensive loss |
In the first nine months of 2015, Accumulated other comprehensive loss increased with unrealized losses of $3,527 which resulted from changes in fair value of financial instruments.
In the first nine months of 2014, Accumulated other comprehensive loss increased with unrealized losses of $1,319, of which $1,473 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).
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, |
|||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Numerator: |
||||||||||||||||
Net income attributable to Tsakos Energy Navigation Limited |
40,011 | 5,216 | 118,577 | 19,981 | ||||||||||||
Preferred share dividends Series B |
(1,000 | ) | (1,000 | ) | (3,000 | ) | (3,000 | ) | ||||||||
Preferred share dividends Series C |
(1,109 | ) | (1,109 | ) | (3,328 | ) | (3,328 | ) | ||||||||
Preferred share dividends Series D |
(1,860 | ) | | (3,140 | ) | | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income attributable to common stockholders |
$ | 36,042 | $ | 3,107 | $ | 109,109 | $ | 13,653 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Denominator: |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Weighted average common shares outstanding |
86,482,231 | 84,705,556 | 85,308,757 | 77,227,931 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic and diluted income per common share |
$ | 0.42 | $ | 0.04 | $ | 1.28 | $ | 0.18 | ||||||||
|
|
|
|
|
|
|
|
15
10. | Commitments and Contingencies |
As at September 30, 2015, the Company had under construction nine aframax tankers, two LR1 product tankers, one shuttle tanker, two VLCC tankers and one LNG carrier. On July 10, 2015, the Company agreed to acquire two suezmax tankers built in 2009 and 2012 respectively. The total contracted amount remaining to be paid for the fifteen vessels under construction and the two second hand suezmax tankers, plus the extra costs agreed as at September 30, 2015, was $878,053. Scheduled remaining payments as at September 30, 2015, were $81,736 from October to December 2015, $577,007 in 2016, and $219,310 in 2017. At September 30, 2015, there is a prepaid amount of $1,650 under an old shipbuilding contract which was terminated in 2014, which 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 Companys vessels. Management believes that all such matters are either adequately covered by insurance or are not expected to have a material adverse effect on the Companys results from operations or financial condition.
Charters-out
The future minimum revenues of vessels in operation at September 30, 2015, before reduction for brokerage commissions, expected to be recognized on non-cancelable time charters are as follows:
Year |
Amount | |||
October to December 2015 |
49,940 | |||
2016 |
177,711 | |||
2017 |
186,279 | |||
2018 |
161,660 | |||
2019 to 2029 |
806,200 | |||
|
|
|||
Minimum charter payments |
1,381,790 | |||
|
|
These amounts do not assume any off-hire.
16
11. | Financial Instruments |
(a) | Interest rate risk: The Company is subject to interest rate risk associated with changing interest rates with respect to its variable interest rate term loans and credit facilities as described in Notes 5 and 6. |
(b) | Concentration of credit risk: Financial Instruments consist principally of cash, trade accounts receivable, investments, and derivatives. |
The Company places its temporary cash investments, consisting mostly of deposits, primarily with high credit qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions that are considered in the Companys investment strategy. The Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of its customers financial condition and generally does not require collateral for its accounts receivable and does not have any agreements to mitigate credit risk. The Company limits the exposure of non-performance by counterparties to derivative instruments by diversifying among counterparties with high credit ratings, and performing periodic evaluations of the relative credit standing of the counterparties.
(c) | Fair value: The carrying amounts reflected in the accompanying Condensed 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 $33,010 as compared to its carrying amount of $33,568. 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, put option agreements and call option 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 estimated fair values of the Companys financial instruments, other than derivatives at September 30, 2015 and December 31, 2014 are as follows:
Carrying Amount September 30, 2015 |
Fair Value September 30, 2015 |
Carrying Amount December 31, 2014 |
Fair Value December 31, 2014 |
|||||||||||||
Financial assets/(liabilities) |
||||||||||||||||
Cash and cash equivalents |
280,476 | 280,476 | 202,107 | 202,107 | ||||||||||||
Restricted cash |
20,751 | 20,751 | 12,334 | 12,334 | ||||||||||||
Investments |
1,000 | 1,000 | 1,000 | 1,000 | ||||||||||||
Debt |
(1,370,752 | ) | (1,370,193 | ) | (1,418,336 | ) | (1,417,430 | ) |
17
Tabular Disclosure of Derivatives Location
Derivatives are recorded in the balance sheet on a net basis by counterparty when a legal right of set-off exists.
The following tables present information with respect to the fair values of derivatives reflected in the balance sheet on a gross basis by transaction. The tables also present information with respect to gains and losses on derivative positions reflected in the 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, 2015 |
December 31, 2014 |
September 30, 2015 |
December 31, 2014 |
|||||||||||||||
Derivative |
Balance Sheet Location |
Fair Value | Fair Value | Fair Value | Fair Value | |||||||||||||
Derivatives designated as hedging instruments |
|
|||||||||||||||||
Interest rate swaps |
Current portion of financial instruments - Fair value | | | 4,788 | 3,547 | |||||||||||||
Financial instruments - fair value, net of current portion |
| 5,896 | 3,499 | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Subtotal |
| | 10,684 | 7,046 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Derivatives not designated as hedging instruments |
|
|||||||||||||||||
Interest rate swaps |
Current portion of financial instruments - Fair value | | | 2,062 | 2,659 | |||||||||||||
Financial instruments - fair value, net of current portion |
| | | 560 | ||||||||||||||
Bunker swaps |
Current portion of financial instruments - Fair value | | | 2,501 | 9,228 | |||||||||||||
Financial instruments - fair value, net of current portion |
| | | | ||||||||||||||
Bunker put options |
Current portion of financial instruments - Fair value | 1,249 | 2,443 | | | |||||||||||||
Bunker call options |
Current portion of financial instruments - Fair value | 68 | | | | |||||||||||||
Bunker call options |
Financial instruments - fair value, net of current portion | 23 | | | | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Subtotal |
1,340 | 2,443 | 4,563 | 12,447 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total derivatives |
1,340 | 2,443 | 15,247 | 19,493 | ||||||||||||||
|
|
|
|
|
|
|
|
Derivatives designated as Hedging Instruments-Net effect on the Condensed Statement of Consolidated Other Comprehensive Income and Statement of Comprehensive Income
Gain/(Loss) Recognized in Accumulated OCI on Derivative (Effective Portion) |
||||||||||||||||
Derivative |
Amount Three months ended September 30, |
Amount Nine months ended September 30, |
||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Interest rate swaps .Interest and finance costs, net |
(4,005 | ) | 418 | (7,015 | ) | (3,953 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
(4,005 | ) | 418 | (7,015 | ) | (3,953 | ) | |||||||||
|
|
|
|
|
|
|
|
18
Loss Reclassified from Accumulated OCI into Income (Effective Portion) |
||||||||||||||||||
Derivative |
Location |
Amount Three months ended September 30, |
Amount Nine months ended September 30, |
|||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||||
Interest rate swaps |
Depreciation expense | (39 | ) | (38 | ) | (115 | ) | (115 | ) | |||||||||
Interest rate swaps |
Interest and finance costs, net | (1,484 | ) | (733 | ) | (3,373 | ) | (2,519 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total |
(1,523 | ) | (771 | ) | (3,488 | ) | (2,634 | ) |
Derivatives Not Designated as Hedging Instruments-Net effect on the Condensed Consolidated Statement of Comprehensive Income
Gain/(Loss) Recognized on Derivative |
||||||||||||||||||
Derivative |
Location |
Amount Three months ended September 30, |
Amount Nine months ended September 30, |
|||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||||
Interest rate swaps |
Interest and finance costs, net | (85 | ) | (224 | ) | 22 | (991 | ) | ||||||||||
Bunker swaps |
Interest and finance costs, net | (1,487 | ) | (1,492 | ) | (963 | ) | (1,531 | ) | |||||||||
Bunker put options |
Interest and finance costs, net | 1,460 | | 630 | | |||||||||||||
Bunker call options |
Interest and finance costs, net | (748 | ) | | (748 | ) | | |||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total |
(860 | ) | (1,716 | ) | (1,059 | ) | (2,522 | ) | ||||||||||
|
|
|
|
|
|
|
|
The accumulated loss from Derivatives designated as Hedging instruments recognized in Accumulated Other comprehensive Loss as of September 30, 2015 and December 31, 2014, was $13,817 and $10,290 respectively.
The following tables summarize the fair values for assets and liabilities measured on a recurring basis as of September 30, 2015 and December 31, 2014, using level 2 inputs (significant other observable inputs):
Recurring measurements |
September 30, 2014 |
December 31, 2014 |
||||||
Interest rate swaps |
(12,746 | ) | (10,265 | ) | ||||
Bunker swaps |
(2,501 | ) | (9,228 | ) | ||||
Bunker put options |
1,249 | 2,443 | ||||||
Bunker call options |
91 | | ||||||
|
|
|
|
|||||
(13,907 | ) | (17,050 | ) | |||||
|
|
|
|
12. | Subsequent Events |
a) | On October 10, 2015, the Companys preferred share purchase rights expired. |
b) | On October 15, 2015, it was announced that the Board of Directors had declared regular quarterly cash dividends of $0.50 per share for its 8.00% Series B Cumulative Redeemable Perpetual Preferred Shares and $0.55469 per share for its 8.875% Series C Cumulative Redeemable Perpetual Preferred Shares. |
c) | On October 19, 2015, the Company signed a loan agreement for $44,800 relating to the financing of a second suezmax tanker with expected delivery in the first quarter of 2016. On November 5, 2015, the Company took delivery of the 2009 built suezmax tanker vessel Pentathlon for $57.0 million. |
d) | On November 17, 2015, it was announced that the Board of Directors had declared the second dividend of $0.546875 per share on the Companys 8.75% Series D Cumulative Redeemable Perpetual Preferred Shares, for the period from August 28, 2015 through November 27, 2015. The dividend was paid on November 30, 2015, to shareholders of record as of November 24, 2015. |
19
Exhibit 99.2
TSAKOS ENERGY NAVIGATION LIMITED
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015
Results of operations managements 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, 2015, and 2014:
2015 | 2014 | |||||||||||||||
$ million |
% of total |
$ million |
% of total |
|||||||||||||
Time charter-fixed rate |
38.5 | 27 | % | 42.3 | 35 | % | ||||||||||
Time charter-variable rate (profit-share) |
19.5 | 14 | % | 14.6 | 12 | % | ||||||||||
Voyage charter-spot market |
75.6 | 53 | % | 55.0 | 46 | % | ||||||||||
Voyage charter-contract of affreightment |
6.7 | 5 | % | 7.6 | 6 | % | ||||||||||
Pool arrangement |
1.4 | 1 | % | 1.4 | 1 | % | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total voyage revenue |
141.7 | 100 | % | 120.9 | 100 | % | ||||||||||
|
|
|
|
|
|
|
|
Voyage revenue earned for the nine months ended September 30, 2015, and 2014:
2015 | 2014 | |||||||||||||||
$ million |
% of total |
$ million |
% of total |
|||||||||||||
Time charter-fixed rate |
120.0 | 27 | % | 122.9 | 34 | % | ||||||||||
Time charter-variable rate (profit-share) |
62.5 | 14 | % | 42.3 | 12 | % | ||||||||||
Voyage charter-spot market |
238.1 | 54 | % | 167.6 | 46 | % | ||||||||||
Voyage charter-contract of affreightment |
17.4 | 4 | % | 25.9 | 7 | % | ||||||||||
Pool arrangement |
6.6 | 1 | % | 4.9 | 1 | % | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total voyage revenue |
444.6 | 100 | % | 363.6 | 100 | % | ||||||||||
|
|
|
|
|
|
|
|
Voyage revenue earned during the three months ended September 30, 2015 was $141.7 million compared to $120.9 million, or 17.2% higher than during the three months ended September 30, 2014. The increase was mostly due to having more of our vessels trading in a strong spot market arising from increased demand for crude tankers as a result of the fall in the crude oil prices, the high volumes of production, as well as the relatively limited global fleet growth.
During the third quarter of 2015, the Company operated on average 48.3 vessels, while during the third quarter of 2014, the Company operated an average of 49.9 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 2015 was 97.0% compared to 97.4% in the third quarter of 2014. The days lost in the third quarter of 2015 relate mostly to the dry-dockings of the handymax tanker Afrodite, the aframax tankers Sapporo Princess and Uraga Princess, and the suezmax tanker Eurochampion. The days lost in the third quarter of 2014 relate to the dry-docking of the handysize tanker Didimon, the panamax tanker Chantal and the aframax tanker Ise Princess.
Operating days on pure time-charter without profit-share arrangements decreased by 486 days or 26% between the third quarters of 2015 and 2014, and the amount of revenue earned under this type of employment decreased by 9%. There was a 4.8% increase in the number of days utilized in time-charter with profit-share arrangements, which totaled 868 compared to 828 in the third quarter of 2014, while revenue earned in profit share arrangements increased by 33.6%. During the third quarter of 2015, vessels on profit-share arrangements earned a profit share due to an improvement in the market, while in the third quarter of 2014 vessels on profit-share arrangements earned only a small profit share arising from a restrained market. Due to managements decision to exploit the burgeoning crude tanker market, the number of days in the third quarter of 2015 that vessels were employed on spot, contract of affreightment and pool voyages increased by 16.1% to 2,067 days, compared to the 1,780 days in the third quarter of 2014, while revenue earned for these categories increased by 30.8%.
Average daily TCE rates earned for the three and nine month periods ended September 30, 2015, and 2014 were:
Three months ended | Nine months ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
$ | $ | $ | $ | |||||||||||||
LNG carrier |
78,488 | 78,488 | 78,488 | 78,156 | ||||||||||||
VLCC |
52,938 | 20,213 | 47,179 | 20,213 | ||||||||||||
Suezmax |
29,659 | 21,378 | 31,641 | 20,989 | ||||||||||||
DP2 shuttle |
54,057 | 45,473 | 48,365 | 45,472 | ||||||||||||
Aframax |
26,096 | 15,070 | 28,712 | 18,247 | ||||||||||||
Panamax |
16,191 | 14,482 | 15,145 | 13,846 | ||||||||||||
Handymax |
16,786 | 14,060 | 15,380 | 14,003 | ||||||||||||
Handysize |
17,541 | 11,426 | 18,382 | 12,597 |
TCE is calculated by taking voyage revenue less voyage expenses divided by the number of operating days. As from the first quarter of 2015, TCE rate commissions are included in voyage expenses in order to be consistent and comparable to other reporting entities within the peer group of tanker companies. Prior years third quarter and first nine-month data has been adjusted accordingly.
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 rates for the periods presented (amounts 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, |
|||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Voyage revenues |
$ | 141,736 | $ | 120,881 | $ | 444,623 | $ | 363,565 | ||||||||
Less: Voyage expenses |
(31,869 | ) | (38,402 | ) | (101,667 | ) | (116,178 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Time charter equivalent revenues |
$ | 109,867 | $ | 82,479 | $ | 342,956 | $ | 247,387 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Divided by: net earnings (operating) days |
4,315 | 4,474 | 13,227 | 12,996 | ||||||||||||
Average TCE per vessel per day |
$ | 25,462 | $ | 18,435 | $ | 25,928 | $ | 19,036 |
The third quarter is traditionally the lowest demand quarter for energy transportation in any given year. However, despite some softening of rates during August and early September due to refinery maintenance and seasonal factors, tanker freight rates in the third quarter remained relatively strong and resulted in earnings considerably in excess of the prior third quarter. All crude and product carrier categories earned higher revenue than in the third quarter of 2014, with suezmax and aframax tankers especially earning well in the spot market.
During the nine months ended September 30, 2015, voyage revenues were at $444.6 million compared to $363.6 million achieved in the nine months ended September 30, 2014. Hire rates were stronger for our crude carriers, while our product carriers made some modest recovery. For the first nine months of 2015, on average 49.4 vessels were operated compared to 48.7 vessels in the first nine months of 2014. In July 2015, the Company sold two vessels, the handysize tanker Delphi and the suezmax tanker Triathlon, the impact of which is offset in the nine-month period by the delivery of the suezmax tankers Eurovision and Euro in mid-2014. For the nine-month periods, the utilization achieved was 98.0% for 2015 compared to 97.8% for 2014.
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. These voyage expenses are borne by the Company unless the vessel is on time-charter or operating in a pool, in which case they are borne by the charterer or by the pool operators. As from the first quarter of 2015 commissions on revenue are included in voyage expenses, in order to be consistent with and comparable to other reporting entities within the peer group of tanker companies. They are borne by the Company for all types of charter.
2
Voyage expenses for the three months ended September 30, 2015, and 2014 are as follows:
Voyage expenses | Average daily voyage expenses per relevant vessel |
|||||||||||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||||||||||
$ million |
$ million |
increase/ (decrease) |
$ | $ | increase/ (decrease) |
|||||||||||||||||||
Bunker expenses |
15.7 | 24.4 | (35.7 | )% | 7,791 | 14,462 | (46.1 | )% | ||||||||||||||||
Port and other expenses |
10.7 | 9.4 | 13.8 | % | 5,306 | 5,584 | (4.9 | )% | ||||||||||||||||
Commissions |
5.5 | 4.6 | 19.6 | % | 2,703 | 2,704 | (0.0 | )% | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
31.9 | 38.4 | (16.9 | )% | 15,800 | 22,750 | (30.5 | )% | ||||||||||||||||
|
|
|
|
|
|
|
|
Voyage expenses for the nine months ended September 30, 2015, and 2014:
Voyage expenses | Average daily voyage expenses per relevant vessel |
|||||||||||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||||||||||
$ million |
$ million |
increase/ (decrease) |
$ | $ | increase/ (decrease) |
|||||||||||||||||||
Bunker expenses |
51.3 | 70.9 | (27.6 | )% | 8,909 | 14,586 | (38.9 | )% | ||||||||||||||||
Port and other expenses |
33.2 | 31.6 | 5.1 | % | 5,764 | 6,490 | (11.2 | )% | ||||||||||||||||
Commissions |
17.2 | 13.7 | 25.5 | % | 2,992 | 2,809 | 6.5 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
101.7 | 116.2 | (12.5 | )% | 17,665 | 23,885 | (26.0 | )% | ||||||||||||||||
|
|
|
|
|
|
|
|
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 2015 was 2,017 compared to 1,688 days in the third quarter of 2014, a 19.5% increase. In the first nine months of 2015, there was an 18.3% increase to 5,755 days from 4,864 days in the first nine months of 2014. Voyage expenses were $31.9 million during the quarter ended September 30, 2015, compared to $38.4 million during the prior years third quarter, a 16.9% decrease. Bunkering expenses have decreased between the third quarter of 2015 and 2014 due to the fall in bunker prices by 52.2%, which are off-set by an increase of 26.9% in the volume of bunker purchases, as a result of the increased days the vessels were operating in types of employment bearing voyage expenses. In the nine-month period ended September 30, 2015, the volume of bunkers consumed increased by 30.0% for the same reason, whereas the average price paid for bunkers decreased by 48.9%, being the single most important reason for the overall decline in voyage expenses despite having more vessels in the fleet trading in the spot market. Port and other expenses increased by 13.8% between the three-month periods, as a result of increased participation in the spot market, offset by the impact of the strong dollar on purchases in the various ports visited in the corresponding three-month periods. In the nine-month periods, port and other expenses increased by 5.1%. However, on a per relevant vessel basis their average daily cost decreased by 11.2%.
Commissions amounted to $5.5 million, or 3.9% of revenue from vessels, during the quarter ended September 30, 2015, compared to $4.6 million, or 3.8% of revenue, for the quarter ended September 30, 2014. For the nine-month period ended September 30, 2015, commissions amounted to $17.2 million, or 3.9% of revenue, compared to $13.7 million, or 3.8% of revenue, for the same period in 2014. The overall increase during the respective nine-month periods was due to increased revenue, with commission rates on average remaining at the same levels.
3
Vessel operating expenses
Operating expenses for the three months ended September 30, 2015, and 2014:
Operating expenses | Average daily operating expenses per vessel |
|||||||||||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||||||||||
$ million |
$ million |
increase/ (decrease) |
$ | $ | increase/ (decrease) |
|||||||||||||||||||
Crew expenses |
20.0 | 21.4 | (6.5 | )% | 4,505 | 4,659 | (3.3 | )% | ||||||||||||||||
Insurances |
3.8 | 3.9 | (2.6 | )% | 853 | 843 | 1.2 | % | ||||||||||||||||
Repairs and maintenance, and spares |
5.5 | 4.6 | 19.6 | % | 1,242 | 999 | 24.3 | % | ||||||||||||||||
Stores |
2.3 | 2.5 | (8.0 | )% | 518 | 534 | (3.0 | )% | ||||||||||||||||
Lubricants |
1.4 | 1.6 | (12.5 | )% | 306 | 348 | (12.1 | )% | ||||||||||||||||
Other (quality and safety, taxes, registration fees, communications) |
2.9 | 3.2 | (9.4 | )% | 642 | 712 | (9.8 | )% | ||||||||||||||||
Foreign currency (gains)/losses |
0.0 | (0.4 | ) | (100 | )% | 4 | (88 | ) | (104.5 | )% | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
35.9 | 36.8 | (2.4 | )% | 8,070 | 8,007 | 0.8 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Earnings capacity days |
4,447 | 4,593 |
Operating expenses for the nine months ended September 30, 2015, and 2014:
Operating expenses | Average daily operating expenses per vessel |
|||||||||||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||||||||||
$ million |
$ million |
increase/ (decrease) |
$ | $ | increase/ (decrease) |
|||||||||||||||||||
Crew expenses |
61.3 | 64.3 | (4.7 | )% | 4,541 | 4,836 | (6.1 | )% | ||||||||||||||||
Insurances |
11.6 | 11.5 | 0.9 | % | 858 | 864 | (0.7 | )% | ||||||||||||||||
Repairs and maintenance, and spares |
16.1 | 13.0 | 23.8 | % | 1,192 | 978 | 21.9 | % | ||||||||||||||||
Stores |
6.7 | 6.7 | 0.0 | % | 500 | 506 | (1.2 | )% | ||||||||||||||||
Lubricants |
5.0 | 4.8 | 4.2 | % | 370 | 361 | 2.5 | % | ||||||||||||||||
Other (quality and safety, taxes, registration fees, communications) |
8.5 | 8.3 | 2.4 | % | 633 | 620 | 2.1 | % | ||||||||||||||||
Foreign currency (gains)/losses |
(0.2 | ) | (0.4 | ) | (50.0 | )% | (17 | ) | (27 | ) | (37.0 | )% | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total operating expenses |
109.0 | 108.2 | 0.7 | % | 8,077 | 8,138 | (0.7 | )% | ||||||||||||||||
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Earnings capacity days |
13,497 | 13,295 |
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. As from January 1, 2015, foreign currency gains or losses, previously shown as a separate line item in the statement of comprehensive income, are included in the operating expenses line item in order to be consistent with and comparable to other reporting entities within the peer group of tanker companies.
Vessel operating expenses are borne by the Company for all vessels of the fleet during the third quarters and first nine-months of 2015 and 2014. Total operating costs were $35.9 million during the quarter ended September 30, 2015 as compared to $36.8 million during the third quarter of 2014, a decrease of 2.4%. The decrease is mainly due to the disposal of the two vessels, Delphi and Triathlon. Earnings capacity days for the three-month period ended September 30, 2015, totaled 4,447 days compared to 4,593 days in the third quarter of 2014, due to sale of vessels as mentioned above. For the nine-month period ended September 30, 2015, there were 13,497 earnings capacity days compared to 13,295 days in the nine-month period ended September 30, 2014, an increase of 202 days.
The exchange rate of the U.S. dollar against the Euro saw a 16% strengthening of the dollar between the equivalent three month periods, while it was on average stronger by nearly 18% in the first nine months of 2015, compared to the first nine months of 2014. The fluctuations in the U.S. dollar/Euro exchange rate mainly impact crew costs, as most of the Companys crew expenses, relating mainly to Greek vessel officers, are paid in Euro. For the three month period ended September 30, 2015, crew costs decreased by 6.5%, and for the nine month period ended September 30, 2015, crew costs decreased by 4.7%, mainly due to changes in the composition of the crew and the strengthening of the U.S. dollar against the Euro. Insurance costs decreased for the third quarter of 2015 compared to the respective period of 2014, due to the reduced number of vessels.
4
Repairs, spares and maintenance expenses were significantly higher in the third quarter of 2015 compared to the third quarter of 2014. In the third quarter of 2015, four vessels underwent dry-docking, the handymax Afrodite, the suezmax Eurochampion, and the aframaxes Sapporo Princess and Uraga Princess whereas in the third quarter of 2014, the handysize product carrier Didimon, the panamax Chantal and the aframax Ise Princess, underwent dry-docking. In the first nine months of 2015, eight vessels underwent dry-docking compared to six during the respective period of 2014.
Depreciation and Amortization of deferred charges
As from January 1, 2015, depreciation and amortization of deferred dry-docking costs are combined in one line item in order to be consistent with and comparable to other reporting entities within the peer group of tanker companies. Prior year comparable figures have been amended accordingly. Depreciation and amortization charges totaled $26.1 million in the third quarter of 2015 compared to $26.5 million in the third quarter of 2014, a 1.5% decrease. Depreciation amounted to $24.7 million in the third quarter of 2015 and $25.1 million in the third quarter of 2014, the decrease being mainly due to the sale of the 2002-built suezmax tanker, Triathlon and the 2004-built handysize product carrier Delphi. For the first nine months of 2015, depreciation was $74.4 million compared to $72.7 million in the first nine months of 2014, a 2.3% increase, primarily due to the addition of the two suezmax tankers Euro and Eurovision in mid-2014. Amortization of deferred dry-docking charges was $1.4 million both during the third quarter of 2015 and the respective prior year quarter. For the nine month period ended September 30, 2015 and 2014, amortization of deferred charges was $5.0 million and $4.0 million, respectively. The increase in the nine month period is partly due to the extra vessel dry-docked in the third quarter of 2015 compared to the equivalent quarter of 2014, but primarily due to the immediate write-off of $0.8 million deferred charges relating to the product carrier Delphi which was accounted for as held for sale at June 30, 2015, and sold in mid-July 2015.
Impairment
In the first nine months of 2015, vessel values had improved over values determined in prior periods. Thirty-four of our vessels had carrying values in excess of their market values at September 30, 2015. However, the Companys impairment tests did not indicate that an impairment charge was required for any vessel of the fleet at September 30, 2015. No impairment charge was required as at December 31, 2014.
General and administrative expenses
As from January 1, 2015, Management fees, administrative expenses and Management incentive award are combined in one line item in order to be consistent with and comparable to other reporting entities within the peer group of tanker companies.
Management fees totaled $4.1 million during the quarter ended September 30, 2015, compared to $4.2 million for the quarter ended September 30, 2014, a 2.4% decrease mainly due to the sale of two vessels in the early part of the third quarter of 2015. For the nine months ended September 30, 2015, management fees were $12.5 million compared to $12.3 million in the first nine months of 2014, a 1.6% increase. The increase is due to the addition of the Euro and Eurovision in mid-2014.
The Company pays to Tsakos Energy Management Ltd. fixed fees per vessel under a management agreement between the companies. The fees pay 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 and 2015.
In the first nine months of 2015, all the vessels in the fleet have been managed by TCM, apart from the LNG carrier Neo Energy, the VLCC Millennium and the suezmax Eurochampion 2004, which have been managed by third-party managers. Monthly management fees for operating conventional vessels are $27,500 per month. The monthly fee relating to vessels chartered-in or chartered-out on a bare-boat basis or for vessels under construction is $20,400. Management fees for Neo Energy are $35,833, of which $10,000 are payable to the management company and $25,833 to the third-party manager. Management fees for the DP2 suezmax shuttle tankers are $35,000 per month. Management fees for Millennium are $27,500 per month, of which $13,560 are payable to the management company and $13,940 are payable to a third-party manager. Management fees for Eurochampion 2004 are $27,500 per month, of which $15,500 are payable to the management company and $12,000 are payable to a third party manager. Management fees paid relating to vessels under construction are capitalized as part of the vessels costs.
5
Administrative expenses consist primarily of professional fees, office supplies, investor relations, advertising costs, directors liability insurance, directors fees and travel-related expenses. Such expenses were $0.6 million and $1.0 million during the quarters ended September 30, 2015 and 2014, respectively, the decrease being due to lower professional fees and directors and officers insurance premiums. For the nine months ended September 30, 2015 and 2014, general and administrative expenses were $3.0 million and $3.3 million, respectively.
Following the 2014 restoration of profitability, the Board of Directors decided to reward the management company with an award of $1.1 million based on various criteria included in a new management incentive award program, approved by the Board of Directors in May 2015, which is included in General and administrative expenses in the statement of comprehensive income for first quarter of 2015 and for the first nine months of 2015. There was no incentive award based on 2015 profitability accounted for within the third quarter of 2015 or in the first nine months of 2015. However, such a payment for 2015 will be considered by the Board of Directors after the results for the full year 2015 are known.
General and administrative expenses plus the management fees and any incentive award, represent the overhead of the Company. On a per vessel basis, the daily overhead was $1,079 for the third quarter of 2015, compared to $1,161 in the third quarter of 2014. The decrease is due to lower management fees and administrative expenses. For the respective nine month periods, the daily overhead per vessel was $1,234 and $1,179 mainly due to the incentive award accounted for in the first quarter of 2015.
Operating income
Income from vessel operations was $45.1 million during the third quarter of 2015, compared to $13.8 million during the third quarter of 2014. During the first nine months of 2015, income from vessel operations was $140.0 million compared to $46.8 million during the first nine months of 2014.
Interest and finance costs
Interest and finance cost analysis in the table below is not presented according to U.S. GAAP guidelines. However, management believes that this analysis may provide its users a better understanding of the Companys finance cost. Management also uses this analysis in making financial and planning decisions.
Three months ended September 30, |
Nine months ended September 30, |
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2015 | 2014 | 2015 | 2014 | |||||||||||||
Interest on loans |
$ | 7.1 | $ | 7.4 | $ | 21.4 | $ | 24.0 | ||||||||
Interest rate swaps cash settlements |
1.1 | 0.4 | 3.2 | 3.6 | ||||||||||||
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Total interest |
8.2 | 7.8 | 24.6 | 27.6 | ||||||||||||
Less: Interest capitalized |
(0.9 | ) | (0.6 | ) | (2.3 | ) | (1.8 | ) | ||||||||
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Interest expense, net |
7.3 | 7.2 | 22.3 | 25.8 | ||||||||||||
Change in fair value of interest rate swaps |
(0.1 | ) | 0.3 | (0.9 | ) | (1.2 | ) | |||||||||
Bunker hedging instruments cash settlements |
2.1 | 0.1 | 6.7 | 0.1 | ||||||||||||
Change in fair value of bunker hedging instruments |
(1.3 | ) | 1.3 | (5.6 | ) | 1.5 | ||||||||||
Other finance costs |
0.3 | 0.4 | 2.2 | 1.2 | ||||||||||||
Gain on the prepayment of a loan, net |
(3.2 | ) | | (3.2 | ) | | ||||||||||
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Net total |
$ | 5.1 | $ | 9.3 | $ | 21.5 | $ | 27.4 | ||||||||
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Interest and finance costs were $5.1 million for the third quarter of 2015, compared to $9.3 million for the quarter ended September 30, 2014, a 45.2% decrease, which is mainly attributable to the net gain of $3.2 million from the prepayment of a loan that was approaching maturity. Loan interest (excluding the impact of interest rate swaps) in the third quarter 2015 decreased by 4.1% to $7.1 million from $7.4 million in the third quarter of 2014. The average balance of outstanding debt was $1,367 million for the third quarter of 2015, compared to $1,418 million for the previous years third quarter and the average loan interest remained relatively stable for the third quarter of 2015 and 2014. Interest paid on hedging and non-hedging swaps amounted to $1.1 million in the third quarter of 2015 compared to $0.4 million in the third quarter of 2014, mainly due to an additional swap which became effective in March 2015 and had settlement date within the third quarter. As a result, the average all-in loan finance cost in the third quarter of 2015, taking account of net swap interest paid on hedging and non-hedging interest rate swaps, was 2.3% compared to 2.2% in the previous years third quarter.
6
For the nine months ended September 30, 2015, interest and finance costs were $21.5 million compared to $27.4 million in the prior year period, a 21.5% decrease. Loan interest decreased to $21.4 million from $24.0 million due to a 11.9% decrease in the average interest rates, although the average amount of outstanding debt increased by 1.4%. 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 decreased to $3.2 million from $3.6 million in the prior years first nine months. The average all-in loan finance cost in the first nine months of 2015, taking account of net swap interest paid on hedging and non-hedging interest rate swaps, was 2.3% compared to 2.7% in the previous years first nine months.
There was a non-cash positive movement of less than $0.1 million in the fair value (mark-to-market) of the non-hedging interest rate swaps in the third quarter of 2015, compared to a negative movement of $0.3 million in the third quarter of 2014. In the nine months to September 30, 2015, there was a positive movement of $0.9 million compared to a positive movement of $1.2 million for the first nine months of 2014.
Other finance costs include amortization of deferred loss on de-designated financial instruments, amortization of loan fees and other loan charges. The amortization of loan fees amounted to $0.3 million in both the third quarter of 2015 and the third quarter of 2014. For both the respective nine-month periods, an amount of $0.9 million of loan expenses was amortized.
There was a cash settlement of $2.1 million on non-hedging bunker swaps in the third quarter of 2015, offset by a positive change of $1.3 million on the fair market value of the same bunker swaps. For the first nine months of 2015, total cash paid on the bunker hedges totaled $6.7 million and positive movements on bunker swaps totaled $5.6 million, while in the first nine months of 2014, swap cash payments were insignificant and with negative fair market value amounting to $1.5 million.
Capitalized interest is based on expenditure incurred to date on vessels under construction. In the third quarter of 2015, capitalized interest amounted to $0.9 million, compared to $0.6 million in the third quarter of 2014. For the first nine months of 2015 and 2014, capitalized interest was $2.3 million and $1.8 million, respectively. The increase is due to the addition of one shuttle tanker, two LR1s and the two VLCCs to the newbuilding program during the first nine months of 2015.
Interest income
Total income derived from bank deposits was $0.1 million during the third quarter of 2015 and $0.2 million during the quarter ended September 30, 2014. In the first nine months of 2015 and 2014, interest income was $0.2 million and $0.3 million, respectively. The decrease is mainly due to 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 income attributable to the non-controlling interest in the third quarter of 2015 was $0.1 million compared to a loss attributable of less than $0.03 million in the third quarter 2014. For the nine months ended September 30, 2015, the income attributable to the non-controlling interest amounted to $0.1 million compared to a less than $0.05 million loss attributable in the first nine months of 2014. The net loss in both the three and nine month periods of 2014 is mainly due to the fact that there were increased repairs and maintenance.
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, 2015, was $40.0 million, or $0.42 earnings per share, taking into account the cumulative preferred dividends of $3.97 million compared to $5.2 million, or $0.04 per share basic and diluted, for the quarter ended September 30, 2014, taking into account the cumulative preferred dividend of $2.1 million. Net income attributable to Tsakos Energy Navigation Limited for the nine months ended September 30, 2015, was $118.6 million, or $1.28 per share basic and diluted, taking into account the cumulative dividend of $9.47 million on our preferred shares, compared to the nine months ended September 30, 2014, a net income of $20.0 million, or $0.18 per share basic and diluted, taking into account the cumulative dividend of $6.3 million on our preferred 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 expenditure on dry-dockings and vessel acquisitions will require us to expend cash in 2015 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 and the refinancing of vessels where the initial loan has matured.
7
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 2016, our financial resources, including the cash expected to be generated within the next twelve months, will be sufficient to meet our liquidity and working capital needs through September 30, 2016, taking into account our existing capital commitments and debt service requirements. If market conditions worsen significantly, then our cash resources may decline to a level that may put at risk our ability to service timely our debt and capital expenditure commitments. In order to avoid such an eventuality, management would expect to be able to raise extra capital through the alternative sources described above.
Working capital (non-restricted net current assets) at September 30, 2015 and December 31, 2014 amounted to a deficit of $63.9 million and $49.8 million respectively. The deficit is mainly due to loan facilities which will reach their maturity in December 2015, January 2016 and September 2016, and require balloon payments of $163.7 million in aggregate, and the loan balance of $52.2 million relating to the pre-delivery financing of the LNG carrier Maria Energy. Arrangements are in progress to refinance a large part of these loans, which as they will be longer-term will contribute, with increasing cash balances, to reducing the deficit at the end of 2015. Non-restricted cash balances at September 30, 2015, were $280.5 million compared to $202.1 million at December 31, 2014.
Net cash provided by operating activities was $69.0 million in the quarter ended September 30, 2015, compared to $33.9 million in the previous years third quarter. For the nine month respective periods, net cash from operating activities was $166.5 million in 2015, compared to $60.8 million in the first nine months of 2014. The increase in both periods was due to the significant increase in revenue arising from the strong freight market as discussed further above.
In addition, there was a significant decrease in the amount of receivables due from charterers in the quarter ended September 30, 2015, which amounted to $13.6 million as a result of improved collectability of amounts due to the Company.
Expenditure incurred for dry-dockings and special survey purposes, which are deferred and amortized to expense over the period from the dry-docking to the date of the next scheduled dry-docking, is deducted from net income to calculate cash generated by operating activities. In the third quarter of 2015, an amount of $2.6 million was paid on the dry-dockings of the aframax tanker Sapporo Princess, the suezmax tanker Eurochampion and the handymax tanker Afrodite, while payments totaling $2.3 million were paid on the dry-docking of the handysize tanker Didimon, the panamax tanker Chantal and the aframax tanker Ise Princess in the third quarter of 2014. For the nine months periods, $5.4 million was paid in 2015 for eight dry-dockings compared to $4.5 million for six dry-dockings in the previous years first nine months.
Net cash used in investing activities was $14.9 million for the quarter ended September 30, 2015, and $108.5 million for the quarter ended September 30, 2014. In the third quarter of 2015, $56.9 million was paid relating to the newbuilding program and a further $0.7 million for additions and improvements to existing vessels. In the third quarter of 2014, $48.2 million was paid in relation to the newbuilding program, while net funds for the acquisition of the suezmax Euro amounted to $59.5 million and $0.8 million were paid for additions and improvements to existing vessels. In the first nine months of 2015, $131.7 million related to the newbuilding program, while the additions and improvements to existing vessels amounted to $2.6 million. In the first nine months of 2014, vessel acquisitions and improvements amounted to $122.7 million, including the payment for the acquisition of the suezmaxes Euro and Eurovision, and $1.0 million for additions and improvements to existing vessels. A further $96.6 million was paid on the newbuilding program.
During the quarter ended September 30, 2015, net proceeds from the sale of the suezmax tanker Triathlon amounted to $27.9 million and from the sale of the handysize Delphi amounted to $14.9 million. There was no vessel sales in the quarter ended September 30, 2014.
There were one LNG carrier, nine aframaxes, one DP2 suezmax shuttle tanker and two LR1 product carriers and two VLCC tankers under construction as at September 30, 2015. On July 10, 2015, the Company agreed to acquire two suezmax tankers built in 2009 and 2012 respectively. The total contracted amount plus the extra costs agreed for the fifteen vessels and the two second hand suezmax tankers is $1,201.5 million and until September 30, 2015, we had made progress payments of $323.5 million (including $147.1 million which was financed by bank loans). Scheduled remaining yard installments in the remainder of 2015 amount to $24.7 million and an amount of $57.0 million was scheduled for payment in the fourth quarter of 2015 relating to the purchase price of one of the two suezmax tankers, Pentathlon, which was delivered on November 5, 2015. Scheduled installments for 2016 are $577.0 million and for 2017 are $219.3 million. Pre- and post- delivery financing has been arranged for the nine aframaxes, the two LR1 product carriers, the shuttle tanker and the two suezmax tankers. The Company has also drawn down $52.2 million for the pre-delivery financing of the LNG carrier and is in discussions with banks for its post-delivery financing. The LNG carrier is expected to be delivered in the second quarter of 2016, the aframaxes are expected to be delivered at various dates between the second quarter of 2016 and the third quarter of 2017, the LR1 panamax tankers in the third quarter of 2016, the suezmax DP2 shuttle tanker in the first quarter of 2017 and the two VLCC tankers in the second and fourth quarter of 2016, respectively.
8
Net cash used in financing activities was $52.6 million in the quarter ended September 30, 2015, compared to $49.5 million provided by financing activities, during the quarter ended September 30, 2014. In the third quarter of 2015, $65.8 million of new debt was drawn down for the pre-delivery financing of two aframax tankers ($10.2 million), two LR1 product carriers ($9.4 million) under construction and the drawn down of $46.2 million from the refinancing of two 2008-built aframaxes Socrates and Selecao. In addition, the amount of $69.7 million was prepaid as part of the refinancing program for debt approaching maturity amounting to $46.5 million and the prepayment of $23.2 million in total on two group loan facilities relating to the sale of the two vessels, the handysize tanker Delphi and the suezmax tanker Triathlon. Net cash provided by financing activities was $3.4 million in the nine months ended September 30, 2015, compared to $200.9 million during the nine months ended September 30, 2014. Payments of long term debt amounted to $26.5 million and $26.7 million for the third quarter of 2015 and 2014, respectively.
Total debt outstanding decreased from $1,404 million at the beginning of the third quarter of 2015 to $1,371 million at the end of the quarter. The debt to capital (equity plus debt) ratio was 49.9% at September 30, 2015 (or 43.7% on a net of cash basis). No new interest rate swaps have been arranged in the third quarter of 2015. Interest rate swap coverage on outstanding loans, including fixed interest loan coverage, at September 30, 2015, was approximately 26%.
Quarterly dividends of $0.06 per common share were paid on each of February 19, 2015, May 28, 2015 and September 10, 2015 amounting to $15.4 million, in total. On July 31, 2015, the Company declared another dividend of $0.06 per common share payable on December 15, 2015, to common shareholders of record on December 9, 2015. The dividend policy of the Company is to pay dividends on a quarterly basis. The payment and the amount of dividends are subject to the discretion of our board of directors and depend, among other things, on available cash balances, anticipated cash needs, our results of operations, our financial condition, and any loan agreement restrictions binding us or our subsidiaries, as well as other relevant factors.
On January 30, 2015, April 30, 2015 and July 30, 2015, the Company paid dividends of $0.50 per share each, or $3.0 million in total, on its 8.00% Series B Preferred Shares and, on the same dates, the Company paid dividends of $0.5547 per share each or $3.3 million in total, on its 8.875% Series C Preferred Shares.
On April 22, 2015, the Company completed an offering of 3,400,000 of its 8.75% Series D perpetual preferred shares raising $81.8 million, net of underwriting commissions and related expenses. On August 28, 2015, the Company paid dividends of $0.7231 per share each or $2.5 million in total, on its 8.75% Series D Preferred Shares. Preferred share dividends on the Series D Preferred Shares are payable quarterly in arrears on the 28th day of February, May, August and November of each year, when, as and if declared by the Companys board of directors.
The Company is currently in full compliance with all the original financial covenants contained within its loan agreements.
On December 8, 2015, the Company announced the resumption of the share repurchase program for its common and/or its preferred shares previously authorized by its Board of Directors. The Company has still available up to $20.0 million from its previously authorized program.
9
Exhibit 99.3
CAPITALIZATION
The following table sets forth our (i) cash and cash equivalents, (ii) restricted cash and (iii) consolidated capitalization as of September 30, 2015 on:
| an actual basis; and |
| an as adjusted basis giving effect to (i) scheduled debt repayments of $75.1 million, including $54.8 million as part of the refinancing program for debt extinguishment, (ii) total drawdowns of $101.8 million for the pre-delivery financing of Hull 5010 and Hull 5013, the financing of the suezmax tanker Pentathlon, amounting to $39.9 million, and the drawdown of $51.6 million as part of the refinancing program for debt extinguishment, (iii) the payment of $4.0 million of preference share dividends, and (iv) the payment of $17.1 million for the acquisition of the suezmax tanker Pentathlon. |
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, 2015 and December 7, 2015.
This table should be read in conjunction with our consolidated financial statements and the notes thereto, Results of operations-managements discussion & analysis in Exhibit 99.2 to the Report on Form 6-K to which this Capitalization is attached as Exhibit 99.3, and Item 5. Operating and Financial Review and Prospects, included in our Annual Report on Form 20-F for the year ended December 31, 2014.
As of September 30, 2015 | ||||||||
In thousands of U.S. Dollars | Actual | Adjusted | ||||||
Cash |
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Cash and cash equivalents |
$ | 280,476 | $ | 291,779 | ||||
Restricted cash |
20,751 | 15,051 | ||||||
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Total cash |
$ | 301,227 | $ | 306,830 | ||||
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Capitalization |
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Debt: |
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Long-term secured debt obligations (including current portion) |
$ | 1,370,752 | $ | 1,397,423 | ||||
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Stockholders equity: |
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Preferred shares, $1.00 par value; 15,000,000 shares authorized and 2,000,000 Series B Preferred Shares and 2,000,000 Series C Preferred Shares and 3,400,000 Series D Preferred Shares issued and outstanding on an actual and on an as adjusted basis |
7,400 | 7,400 | ||||||
Common shares, $1.00 par value; 185,000,000 shares authorized and 87,338,652 shares issued and outstanding on an actual and on an as adjusted basis |
87,339 | 87,339 | ||||||
Additional paid-in capital |
752,001 | 752,001 | ||||||
Accumulated other comprehensive loss |
(13,817 | ) | (13,817 | ) | ||||
Retained earnings |
531,790 | 527,821 | ||||||
Non-controlling interest |
11,524 | 11,524 | ||||||
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Total stockholders equity |
1,376,237 | 1,372,268 | ||||||
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Total capitalization |
$ | 2,746,989 | $ | 2,769,691 | ||||
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1