EX-99.1 2 d636251dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

JUNE 30, 2018 AND DECEMBER 31, 2017

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

 

     June 30,
2018
    December 31,
2017
 
     (UNAUDITED)        

ASSETS

    

CURRENT ASSETS:

    

Cash and cash equivalents

   $ 272,501     $ 189,763  

Restricted cash

     9,924       12,910  

Accounts receivable, net

     23,436       27,364  

Capitalized voyage expenses

     525       —    

Due from related companies (Note 2)

     16,534       14,210  

Advances and other

     27,382       19,061  

Vessels held for sale (Note 3)

     —         17,500  

Inventories

     17,881       16,293  

Prepaid insurance and other

     2,946       1,577  

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

     7,045       5,715  
  

 

 

   

 

 

 

Total current assets

     378,174       304,393  
  

 

 

   

 

 

 

INVESTMENTS

     1,000       1,000  

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

     1,848       1,430  

LONG TERM RECEIVABLE (Note 3)

     13,000       13,000  

FIXED ASSETS (Note 3)

    

Advances for vessels under construction

     12,123       1,650  

Vessels

     3,954,228       3,953,599  

Accumulated depreciation

     (993,040     (925,195
  

 

 

   

 

 

 

Vessels’ Net Book Value

     2,961,188       3,028,404  
  

 

 

   

 

 

 

Total fixed assets

     2,973,311       3,030,054  
  

 

 

   

 

 

 

DEFERRED CHARGES, net (Note 4)

     30,381       23,759  
  

 

 

   

 

 

 

Total assets

   $ 3,397,714     $ 3,373,636  
  

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

CURRENT LIABILITIES:

    

Current portion of long-term debt (Note 5)

   $ 257,249     $ 225,883  

Payables

     44,542       46,916  

Due to related companies (Note 2)

     10,047       7,442  

Dividends payable

     4,379       —    

Accrued liabilities

     54,788       43,693  

Unearned revenue

     13,498       13,611  

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

     336       1,378  
  

 

 

   

 

 

 

Total current liabilities

     384,839       338,923  
  

 

 

   

 

 

 

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

     1,414,836       1,525,986  

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

     1,203       589  

STOCKHOLDERS’ EQUITY (Note 7):

    

Preferred shares, $ 1.00 par value; 25,000,000 shares authorized and 2,000,000 Series B Preferred Shares, 2,000,000 Series C Preferred Shares, 3,424,803 Series D Preferred Shares, 4,600,000 Series E Preferred Shares and 5,400,000 Series F Preferred Shares issued and outstanding at June 30, 2018 and 25,000,000 shares authorized and 2,000,000 Series B Preferred Shares, 2,000,000 Series C Preferred Shares, 3,424,803 Series D Preferred Shares, 4,600,000 Series E Preferred Shares issued and outstanding at December 31, 2017

     17,425       12,025  

Common shares, $ 1.00 par value; 175,000,000 shares authorized at June 30, 2018 and December 31, 2017; 87,338,652 shares issued at June 30, 2018 and December 31, 2017, 87,336,453 and 86,319,583 shares outstanding at June 30, 2018 and December 31, 2017, respectively

     87,339       87,339  

Additional paid-in capital

     983,107       857,998  

Cost of treasury stock

     (76     (5,736

Accumulated other comprehensive loss

     (4,519     (5,305

Retained earnings

     501,113       547,937  
  

 

 

   

 

 

 

Total Tsakos Energy Navigation Limited stockholders’ equity

     1,584,389       1,494,258  

Non-controlling Interest

     12,447       13,880  
  

 

 

   

 

 

 

Total stockholders’ equity

     1,596,836       1,508,138  
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 3,397,714     $ 3,373,636  
  

 

 

   

 

 

 

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


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (UNAUDITED)

FOR THE THREE MONTHS ENDED JUNE 30, 2018 AND 2017

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

 

    

Three months ended

June 30

 
     2018     2017  

VOYAGE REVENUES:

   $ 123,927     $ 132,180  

EXPENSES:

    

Voyage expenses

     29,407       28,121  

Charter hire expense

     2,698       —    

Vessel operating expenses

     44,169       43,894  

Depreciation and amortization

     36,621       34,298  

General and administrative expenses

     6,812       6,557  

Loss on sale of vessel

     364       —    
  

 

 

   

 

 

 

Total expenses

     120,071       112,870  
  

 

 

   

 

 

 

Operating income

     3,856       19,310  
  

 

 

   

 

 

 

OTHER INCOME (EXPENSES):

    

Interest and finance costs, net (Note 6)

     (14,783     (15,873

Interest income

     389       313  

Other, net

     2       199  
  

 

 

   

 

 

 

Total other expenses, net

     (14,392     (15,361
  

 

 

   

 

 

 

Net (loss) income

     (10,536     3,949  

Less: Net loss (income) attributable to the non-controlling interest

     983       (374
  

 

 

   

 

 

 

Net (loss) income attributable to Tsakos Energy Navigation Limited

   $ (9,553   $ 3,575  
  

 

 

   

 

 

 

Effect of preferred dividends

     (6,713     (6,524

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

     (16,266     (2,949

Loss per share, basic and diluted attributable to Tsakos Energy Navigation Limited common shareholders (Note 9)

   $ (0.19   $ (0.03
  

 

 

   

 

 

 

Weighted average number of shares, basic and diluted (Note 9)

     86,942,159       84,284,281  
  

 

 

   

 

 

 

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


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2018 AND 2017

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

 

    

Six months ended

June 30

 
     2018     2017  

VOYAGE REVENUES:

   $ 249,651     $ 270,421  

EXPENSES:

    

Voyage expenses

     56,683       58,204  

Charter hire expense

     5,376       —    

Vessel operating expenses

     91,704       83,905  

Depreciation and amortization

     72,432       66,588  

General and administrative expenses

     13,643       12,667  

Loss on sale of vessel

     364       —    
  

 

 

   

 

 

 

Total expenses

     240,202       221,364  
  

 

 

   

 

 

 

Operating income

     9,449       49,057  
  

 

 

   

 

 

 

OTHER INCOME (EXPENSES):

    

Interest and finance costs, net (Note 6)

     (32,728     (27,738

Interest income

     711       431  

Other, net

     (333     54  
  

 

 

   

 

 

 

Total other expenses, net

     (32,350     (27,253
  

 

 

   

 

 

 

Net (loss) income

     (22,901     21,804  

Less: Net loss (income) attributable to the non-controlling interest

     1,433       (751
  

 

 

   

 

 

 

Net (loss) income attributable to Tsakos Energy Navigation Limited

   $ (21,468   $ 21,053  
  

 

 

   

 

 

 

Effect of preferred dividends

     (13,355     (10,492

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

     (34,823     10,561  

(Loss) Earnings per share, basic and diluted attributable to Tsakos Energy Navigation Limited common shareholders (Note 9)

   $ (0.40   $ 0.13  
  

 

 

   

 

 

 

Weighted average number of shares, basic and diluted (Note 9)

     86,634,907       84,126,285  
  

 

 

   

 

 

 

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


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

STATEMENT OF CONSOLIDATED OTHER COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

FOR THE THREE MONTHS ENDED JUNE 30, 2018, AND 2017

(Expressed in thousands of U.S. Dollars)

 

    

Three months ended

June 30

 
     2018     2017  

Net (loss) income

   $ (10,536   $ 3,949  

Other comprehensive income

    

Unrealized gain (loss) from hedging financial instruments

    

Unrealized income (loss) on interest rate swaps, net

     1,808       (125
  

 

 

   

 

 

 

Comprehensive (loss) income

     (8,728     3,824  
  

 

 

   

 

 

 

Less: comprehensive loss (income) attributable to the non-controlling interest

     983       (374
  

 

 

   

 

 

 

Comprehensive (loss) income attributable to Tsakos Energy Navigation Limited

   $ (7,745   $ 3,450  
  

 

 

   

 

 

 

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


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

STATEMENT OF CONSOLIDATED OTHER COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2018, AND 2017

(Expressed in thousands of U.S. Dollars)

 

    

Six months ended

June 30

 
     2018     2017  

Net (loss) income

   $ (22,901   $ 21,804  

Other comprehensive income (loss)

    

Unrealized gain (loss) from hedging financial instruments

    

Unrealized income (loss) on interest rate swaps, net

     786       (3,196
  

 

 

   

 

 

 

Comprehensive (loss) income

     (22,115     18,608  
  

 

 

   

 

 

 

Less: comprehensive loss (income) attributable to the non-controlling interest

     1,433       (751
  

 

 

   

 

 

 

Comprehensive (loss) income attributable to Tsakos Energy Navigation Limited

   $ (20,682   $ 17,857  
  

 

 

   

 

 

 

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


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2018, AND 2017

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

 

     Preferred
Shares
    Common
Shares
    Additional
Paid-in
Capital
    Treasury stock     Retained
Earnings
    Accumulated
Other
Comprehensive
Income (Loss)
    Tsakos Energy
Navigation
Limited
    Non-
controlling
Interest
    Total
Stockholders’
Equity
 
    Shares     Amount  

BALANCE, January 1, 2017

   $ 7,400     $ 87,339     $ 752,001       3,617,786     $ (20,173   $ 582,889     $ (4,313   $ 1,405,143     $ 12,307     $ 1,417,450  

Net income

               21,053         21,053       751       21,804  

Issuance of 9.25% Series E Preferred Shares

     4,600         105,896               110,496         110,496  

Sale of Series D Preferred Shares

     25         508               533         533  

Sale of Common Shares

         (296     (650,717     3,622       (650       2,676         2,676  

Common dividends declared ($0.05 per share)

               (4,221       (4,221       (4,221

Common dividends paid ($0.05 per share)

               (4,214       (4,214       (4,214

Dividends paid on Series B Preferred shares

               (2,000       (2,000       (2,000

Dividends paid on Series C Preferred shares

               (2,219       (2,219       (2,219

Dividends paid on Series D Preferred shares

               (3,739       (3,739       (3,739

Dividends paid on Series E Preferred shares

               (1,566       (1,566       (1,566

Other comprehensive loss

                 (3,196     (3,196       (3,196
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

BALANCE June 30, 2017

   $ 12,025     $ 87,339     $ 858,109     $ 2,967,069     $ (16,551   $ 585,333     $ (7,509   $ 1,518,746     $ 13,058     $ 1,531,804  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

BALANCE, January 1, 2018

   $ 12,025     $ 87,339     $ 857,998     $ 1,019,069     $ (5,736   $ 547,937     $ (5,305   $ 1,494,258     $ 13,880     $ 1,508,138  


     Preferred
Shares
     Common
Shares
     Additional
Paid-in
Capital
    Treasury stock     Retained
Earnings
    Accumulated
Other
Comprehensive
Income (Loss)
    Tsakos Energy
Navigation
Limited
    Non-
controlling
Interest
    Total
Stockholders’
Equity
 
    Shares     Amount  

Adoption of new accounting standard

                 (1,311       (1,311       (1,311

Net loss

                 (21,468       (21,468     (1,433     (22,901

Issuance of 9.50% Series F Preferred Shares

     5,400           125,153               130,553         130,553  

Sale of Common Shares

           (44     (1,016,870     5,660       (2,045       3,571         3,571  

Common dividends declared ($0.05 per share)

                 (4,379       (4,379       (4,379

Common dividends paid ($0.05 per share)

                 (4,337       (4,337       (4,337

Dividends paid on Series B Preferred Shares

                 (2,000       (2,000       (2,000

Dividends paid on Series C Preferred Shares

                 (2,219       (2,219       (2,219

Dividends paid on Series D Preferred Shares

                 (3,746       (3,746       (3,746

Dividends paid on Series E Preferred Shares

                 (5,319       (5,319       (5,319

Other comprehensive income

                   786       786         786  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

BALANCE June 30, 2018

   $ 17,425      $ 87,339      $ 983,107       2,199     $ (76   $ 501,113     $ (4,519   $ 1,584,389     $ 12,447     $ 1,596,836  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2018 AND 2017

(Expressed in thousands of U.S. Dollars)

 

    

Six months ended

June 30

 
     2018     2017  

Cash Flows from Operating Activities:

    

Net (loss) income

   $ (22,901   $ 21,804  

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

    

Depreciation

     67,940       63,288  

Amortization of deferred dry-docking costs

     4,492       3,300  

Amortization of loan fees

     2,074       1,464  

Change in fair value of derivative instruments

     (1,483     1,209  

Loss on sale of vessel

     364       —    

Payments for dry-docking

     (11,114     (6,970

(Increase) Decrease in:

    

Accounts receivables

     (8,666     7,423  

Inventories

     (1,972     3,471  

Prepaid insurance and other

     (1,369     314  

Capitalized voyage expenses

     (525     —    

Increase (Decrease) in:

    

Payables

     869       3,283  

Accrued liabilities

     11,095       6,697  

Unearned revenue

     (113     5,625  
  

 

 

   

 

 

 

Net Cash provided by Operating Activities

     38,691       110,908  
  

 

 

   

 

 

 

Cash Flows from Investing Activities:

    

Advances for vessels under construction and acquisitions

     (10,473     (1,979

Vessel acquisitions and/or improvements

     (629     (219,242

Proceeds from sale of vessel

     17,520       —    
  

 

 

   

 

 

 

Net Cash provided by (used in) Investing Activities

     6,418       (221,221
  

 

 

   

 

 

 

Cash Flows from Financing Activities:

    

Proceeds from long-term debt

     255,050       215,169  

Financing costs

     (3,044     (2,214

Payments of long-term debt

     (333,866     (142,224

Sale of treasury stock, net

     3,571       2,676  

Proceeds from preferred stock issuance, net

     130,553       111,029  

Cash dividends

     (17,621     (13,738
  

 

 

   

 

 

 

Net Cash provided by Financing Activities

     34,643       170,698  
  

 

 

   

 

 

 

Net increase in cash and cash equivalents and restricted cash

     79,752       60,385  

Cash and cash equivalents and restricted cash at beginning of period

     202,673       197,773  
  

 

 

   

 

 

 

Cash and cash equivalents and restricted cash at end of period

   $ 282,425     $ 258,158  
  

 

 

   

 

 

 

Reconciliation of cash, cash equivalents and restricted cash:

    

Current Assets:

    

Cash and cash equivalents

     272,501       250,408  

Restricted cash

     9,924       7,750  

Total Cash and cash equivalents and restricted cash

     282,425       258,158  

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


TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES

CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

JUNE 30, 2018 AND 2017

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

 

1.

Basis of Presentation

The accompanying unaudited consolidated financial statements of Tsakos Energy Navigation Limited (the “Holding Company”) and subsidiaries (collectively, the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 6-K and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. Operating results for the six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018.

The consolidated balance sheet as of December 31, 2017, has been derived from the audited consolidated financial statements included in the Company’s annual report on Form 20-F filed with the Securities and Exchange Commission on April 27, 2018 (“Annual Report”), but does not include all of the footnotes required by U.S. GAAP for complete financial statements.

A discussion of the Company’s significant accounting policies can be found in Note 1 of the Company’s consolidated financial statements included in the Annual Report. There have been no material changes to these policies in the six-month period ended June 30, 2018, except as discussed below:

Statement of Cash Flows: In November 2016, the FASB issued ASU No. 2016-18—Statement of Cash Flows (Topic 230) - Restricted Cash, which addresses the requirement that a statement of cash flows explain the change during the period in the total of cash and cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017 including interim periods within that reporting period. On January 1, 2018, the Company adopted the aforementioned ASU. The only effect the adoption of ASU No. 2016-18 had is the presentation of the restricted cash on the statement of cash flows. More precisely, the line item “Increase in restricted cash” was removed from the financing activities section of the statement of cash flows and the beginning period and ending period cash balances now include restricted cash. The comparative period of the statement of cash flow has been retrospectively adjusted to reflect the adoption of ASU No. 2016-18. In August 2016, the FASB issued ASU No. 2016-15- Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments which addresses certain cash flow issues with the objective of reducing the existing diversity in practice: ASU 2016-15 is effective for fiscal years beginning after December 15, 2017 including interim periods within that reporting period. The Company adopted the aforementioned ASU with no impact on its condensed consolidated financial statements and notes disclosures.

Treasury stock: Treasury stock is stock that is repurchased by the issuing entity, reducing the amount of outstanding shares in the open market. When shares are repurchased, they may either be cancelled or held for reissue. If not cancelled, such shares are referred to as treasury stock. Treasury stock is essentially the same as unissued capital and reduces ordinary share capital. The cost of the acquired shares should generally be shown as a deduction from stockholders’ equity. Dividends on such shares held in the entity’s treasury should not be reflected as income and not shown as a reduction in equity. Gains and losses on sales of treasury stock should be accounted for as adjustments to stockholders’ equity and not as part of income. Depending on whether the shares are acquired for reissuance or retirement, treasury stock is accounted for under the cost method or the constructive retirement method. The cost method is also used, when reporting entity management has not made decisions as to whether the reacquired shares will be retired, held indefinitely or reissued. The Company elected for the repurchase of its common shares to be accounted for under the cost method. Under this method, the treasury stock account is charged for the aggregate cost of shares reacquired.

Revenue from Contracts with Customers: In May 2016, the FASB issued their final standard on revenue from contracts with customers. The standard, which was issued as ASU 2014-09 (Topic 606) by the FASB, and as amended, outlines a single comprehensive model for entities to use in accounting for revenue from contracts with


customers and supersedes most legacy revenue recognition guidance. The core principle of the guidance in Topic 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services by applying the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in each contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in each contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The standard is effective for public business entities from annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. The new revenue standard may be applied using either of the following transition methods: (1) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (2) a modified retrospective approach with the cumulative effect of initially adopting the standard recognized at the date of adoption (which includes additional footnote disclosures).

Regarding the incremental costs of obtaining a contract with a customer and contract’s fulfilling costs, they should be capitalized and been amortized over the voyage duration, if certain criteria are met – for incremental costs if only they are chargeable to the customer and for contract’s fulfilling costs if each of the following criteria is met: (i) they relate directly to the contract, (ii) they generate or enhance entity’s resources that shall be used in performance obligation satisfaction and (iii) are expected to be recovered. Further, in case of incremental costs, entities may elect, in accordance with the practical expedient of ASC 340 “Other assets and deferred costs”, not to capitalize them in cases of amortization period (voyage period) is less than one year.

On January 1, 2018, the Company adopted the aforementioned ASU using the modified retrospective method. Its adoption mainly changed the method of recognizing revenue over time for voyage charters from the discharge-to-discharge method to the loading-to-discharge method. Under the loading-to-discharge method the commencement date of each voyage charter shall be deemed to be upon the loading of the current cargo, decreasing the period of time for recognizing revenue for voyages. With respect to the recognition of voyage charters related costs, taking into consideration the aforementioned practical expedient, the related costs (i.e. commissions) continue to be expensed as incurred, on the basis that the Company’s voyage charters do not exceed one year. Additionally, the Company has identified that the fuel consumption that is incurred by the Company from the latter of the end of the previous vessel employment and the contract date until the arrival at the loading port, during this period meet the capitalization criteria and are deferred and amortized ratably over the total transit time of the voyage from arrival at the loading port until the vessel departs from the discharge port and expensed as part of Voyage Expenses. Capitalized voyage costs are included in the consolidated balance sheet under Current Assets. Regarding time charter and profit sharing contracts, no material changes related to the Company’s accounting policies were identified. Profit sharing contracts are accounted for as variable consideration, and included in the transaction price if some or all of an amount of variable consideration can be estimated in accordance with paragraph 606-10-32-8 and only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company adopted ASU 2014-09 during the first quarter of 2018 using the modified retrospective transition method applied to those spot market voyage charter contracts which were not completed as of January 1, 2018. Upon adoption, the Company recognized the cumulative effect of adopting this guidance as an adjustment to its opening balance of retained earnings as of January 1, 2018. Prior periods were not adjusted retrospectively.

The following table illustrates the impact of the adoption of the new revenue recognition guidance on the Consolidated Statement of Comprehensive Loss:

 

     For the Three Months ended June 30, 2018  
     As
reported
$
     Balance without adoption of
New Revenue Standard
$
     Effect of
Change
$
 

Voyage revenues

     123,927        123,840        87  

Voyage expenses

     29,407        29,456        (49

Net loss

     (16,266      (16,402      136  

Net loss per share, basic and diluted

     (0.19      (0.19      0.00  


     For the Six Months ended June 30, 2018  
     As
reported
$
     Balance without adoption of
New Revenue Standard
$
     Effect of
Change
$
 

Voyage revenues

     249,651        248,972        679  

Voyage expenses

     56,683        56,627        56  

Net loss

     (34,823      (35,446      623  

Net loss per share, basic and diluted

     (0.40      (0.41      0.01  

The following table illustrates the impact of the adoption of the new revenue recognition guidance on the Consolidated Statement of Cash Flows:

 

     For the Six Months ended June 30, 2018  
     As
reported
$
     Balance without adoption of
New Revenue Standard
$
     Effect of
Change
$
 

Cash Flows from Operating Activities:

     38,691        38,068        623  

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

        

Increase in Receivables, net

     (8,666      (7,987      (679

Increase in Capitalized voyage expenses

     (525      0        (525

The following table illustrates the cumulative effect of the adoption of the new revenue recognition guidance on the opening Consolidated Balance Sheet:

 

     Balance as at December 31,
2017
$
     New Revenue Standard
Adjustment
$
     Balance as at January 1,
2018
$
 

Assets:

        

Current Assets:

        

Accounts receivable, net

     27,364        (1,949      25,415  

Capitalized voyage expenses

     —          638        638  

Liabilities and Stockholders’ Equity:

        

Current Liabilities:

     —          —          —    

Stockholders’ Equity:

        

Retained earnings

     547,937        (1,311      546,626  

Business combinations – Definition of a business: In January 2017, the FASB issued ASU No. 2017-01 – Business Combinations (Topic 805) – Clarifying the Definition of a Business which addresses business combination issues with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. ASU 2017-01 is effective for fiscal years beginning after December 15, 2017 including interim periods within that reporting period. The Company adopted the aforementioned ASU with no impact on its condensed consolidated financial statements and notes disclosures.


Leases: In February 2016, the FASB issued ASU No. 2016-02, Leases (ASC 842), and as amended, which requires lessees to recognize most leases on the balance sheet. This is expected to increase both reported assets and liabilities. The new lease standard does not substantially change lessor accounting. For public companies, the standard will be effective for the first interim reporting period within annual periods beginning after December 15, 2018, although early adoption is permitted. Lessees and lessors will be required to apply the new standard at the beginning of the earliest period presented in the financial statements in which they first apply the new guidance, using a modified retrospective transition method. In July 2018, the FASB issued ASU No. 2018-11, Leases (ASC 842) – Targeted Improvements. The amendments in this Update: (i) provide entities with an additional (and optional) transition method to adopt the new leases standard, under which an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption consistent with preparers’ requests and (ii) provide lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component if the non-lease components otherwise would be accounted for under the new revenue guidance (Topic 606) and both of the following are met: (a) The timing and pattern of transfer of the non-lease component(s) and associated lease component are the same and (b) The lease component, if accounted for separately, would be classified as an operating lease. If the non-lease component or components associated with the lease component are the predominant component of the combined component, an entity is required to account for the combined component in accordance with Topic 606. The Company is currently analyzing the impact of the adoption of this new standard.

 

2.

Transactions with Related Parties

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

 

     Three months ended
June 30,
     Six months ended
June 30,
 
     2018      2017      2018      2017  

Tsakos Shipping and Trading S.A. (commissions)

     1,549        1,621        3,092        3,350  

Tsakos Energy Management Limited (management fees)

     5,055        4,826        10,119        9,462  

Tsakos Columbia Shipmanagement S.A. (special charges)

     571        538        1,010        999  

Argosy Insurance Company Limited (insurance premiums)

     2,350        2,591        4,934        4,969  

AirMania Travel S.A. (travel services)

     1,235        1,487        2,815        2,710  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total expenses with related parties

     10,760        11,063        21,970        21,490  
  

 

 

    

 

 

    

 

 

    

 

 

 

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

 

     June 30,
2018
     December 31,
2017
 

Due from related parties

     

Tsakos Columbia Shipmanagement S.A.

     16,534        14,210  
  

 

 

    

 

 

 

Total due from related parties

     16,534        14,210  
  

 

 

    

 

 

 

Due to related parties

     

Tsakos Energy Management Limited

     594        728  

Tsakos Shipping and Trading S.A.

     357        313  

Argosy Insurance Company Limited

     8,655        5,947  

AirMania Travel S.A.

     441        454  
  

 

 

    

 

 

 

Total due to related parties

     10,047        7,442  
  

 

 

    

 

 

 


At June 30, 2018, an amount of $161 ($125 at December 31, 2017) due to Tsakos Shipping and Trading S.A. and an amount of $72 ($68 at December 31, 2017) due to Argosy Insurance Limited, is included in accrued liabilities which relates to services rendered by these related parties not yet invoiced.

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, which may be adjusted per the Management Agreement of March 8, 2007, effective from January 1, 2008, at the beginning of each year, in accordance with the terms of the Management Agreement, if both parties agree. Fees are also payable to a third-party manager for the LNG carriers Maria Energy, Neo Energy, the VLCCs Ulysses, Hercules I, the aframax tankers Sapporo Princess and Maria Princess and the suezmax tanker Eurochampion 2004.

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 Company’s Board of Directors. No such award was granted in the first six months of 2018.

The Holding Company and the Management Company have certain officers and directors in common. The President, who is also the Chief Executive Officer and a Director of the Holding Company, is also the sole stockholder of the Management Company. The Management Company may unilaterally terminate its Management Agreement with the Holding Company at any time upon one year’s notice. In addition, if even one director is elected to the Holding Company without the recommendation of the existing Board of Directors, the Holding Company would be obligated to pay the Management Company an amount calculated in accordance with the terms of the Management Agreement. Under the terms of the Management Agreement between the Holding Company and the Management Company, the Holding Company may terminate the Management Agreement only under specific circumstances, without the prior approval of the Holding Company’s Board of Directors. Estimated future management fees payable over the next ten years under the Management Agreement, exclusive of any incentive awards and based on existing vessels and known vessels scheduled for future delivery, as at June 30, 2018, are:

 

Period/Year

   Amount  

July to December 2018

     10,295  

2019

     20,589  

2020

     20,760  

2021

     20,760  

2022

     20,760  

2023 to 2028

     111,506  
  

 

 

 
     204,670  
  

 

 

 

Management fees for vessels are included in General and Administrative expenses in the accompanying Consolidated Statements of Comprehensive (Loss) 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. There were no such fees during the six months ended June 30, 2018, while fees amounting to $500 were charged during the six months ended June 30, 2017 and accounted for as part of construction costs for delivered vessels or included in Advances for vessels under construction.

 

  (b)

Tsakos Columbia Shipmanagement S.A. (“TCM”): The Management Company appointed TCM to provide technical management to the Company’s vessels from July 1, 2010. TCM is owned jointly and in equal part by related party interests and by a private German group. TCM, with the consent of the Holding Company, may subcontract all or part of the technical management of any vessel to an alternative unrelated technical manager.


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

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 Company’s 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 Company’s vessels by communicating with third party brokers to solicit research and propose charters. For this service, the Company pays to Tsakos Shipping a chartering commission of approximately 1.25% on all freights, hires and demurrages. Such commissions are included in Voyage expenses in the accompanying Consolidated Statements of Comprehensive Income. Tsakos Shipping also provides sale and purchase of vessels brokerage service. For this service, Tsakos Shipping may charge brokerage commissions. In the first half of 2018 and 2017, there were no such charges. 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 half of 2017, $2,750 has been charged for thirteen vessels delivered between May 2016 and May 2017. In the first half of 2018, no such fee was charged.

Certain members of the Tsakos family are involved in the decision-making processes of Tsakos Shipping and of the Management Company and are also shareholders and directors of the Holding Company.

 

  (d)

Argosy Insurance Company Limited (“Argosy”): The Company places its hull and machinery insurance, increased value insurance and war risk and certain other insurance through Argosy, a captive insurance company affiliated with Tsakos Shipping.

 

  (e)

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

 

3.

Vessels

Acquisitions

During the first six months of 2018 there were no vessel acquisitions. During the first six months of 2017, the Company took delivery of its newbuild VLCC tanker Hercules I, the newbuild aframaxes Marathon TS, Sola TS and Oslo TS and the newbuild shuttle tanker Lisboa for $383,125 in total.

Held for sale

At December 31, 2017, the VLCC Millennium was classified as held for sale.

Sales

On April 11, 2018, the Company sold the VLCC Millennium, for net proceeds of $17,520, realizing a net loss of $364.

Sale and Leaseback

On December 21, 2017, the Company entered into a five-year sale and leaseback agreement for each of two suezmaxes, Eurochampion 2004 and Euronike. Under these leaseback agreements, there was a seller’s credit of $6,500 each on the sales price that becomes immediately payable to the Company by the owners at the end of the five-year charter or upon sale of the vessels during the charter period. The Company analyzed the classification of the leaseback agreements based on the primary lease classification criteria and the supplemental indicators in ASC 840, and determined that these agreements qualified as operating leases.


Charter hire expense

As at June 30, 2018, minimum commitments to be incurred by the Company under vessel operating leases by which the Company charters-in vessels were approximately $48,478, comprised of $5,456 (2018), $10,822 (2019), $10,852 (2020), $10,822 (2021), and $10,526 (2022). The Company recognizes the expense from these charters, which is included in time-charter hire expense in the accompanying Consolidated Statements of Comprehensive Income/(Loss), on a straight-line basis over the term of the charters.

 

4.

Deferred Charges

Deferred charges consisting of dry-docking and special survey costs, net of accumulated amortization, amounted to $30,381 and $23,759, at June 30, 2018 and December 31, 2017, respectively. Amortization of deferred dry-docking costs was $4,492 during the first six months of 2018 and $3,300 during the first six months of 2017 and is included in depreciation and amortization of deferred dry-docking costs in the accompanying Consolidated Statements of Comprehensive (Loss) Income.

 

5.

Long-Term Debt

 

Facility

   June 30,
2018
     December 31,
2017
 

(a) Credit Facilities

     65,000        250,104  

(b) Term Bank Loans

     1,619,266        1,512,978  
  

 

 

    

 

 

 

Total

     1,684,266        1,763,082  

Less deferred finance costs, net

     (12,181      (11,213

Total long-term debt

     1,672,085        1,751,869  

Less current portion of debt

     (260,619      (228,967

Add deferred finance costs, current portion

     3,370        3,084  
  

 

 

    

 

 

 

Total long-term portion, net of current portion and deferred finance costs

     1,414,836        1,525,986  
  

 

 

    

 

 

 

 

  (a)

Credit facilities

As at June 30, 2018, the Company had one open reducing revolving credit facility, which is reduced in semi-annual installments with balloon payment due at maturity in February 2019. Interest is payable at a rate based on LIBOR plus a spread. At June 30, 2018, the interest rate on the above facility was 3.08%.

 

  (b)

Term bank loans

Term loan balances outstanding at June 30, 2018, amounted to $1,619,266. These bank loans are payable in U.S. Dollars in quarterly or semi-annual installments, with balloon payments due at maturity between October 2018 and January 2027. Interest rates on the outstanding loans as at June 30, 2018 are based on LIBOR plus a spread.

On February 15, 2018, the Company signed a new five-year loan for the refinancing of loans maturing between October 2018 and April 2019, relating to eleven vessels. The total new loan amounted to $162,575 and was drawn on April 3, 2018. The new loan is repayable in ten semi-annual installments of $11,561, commencing six months after the drawdown date, plus a balloon of $46,965 payable together with the last installment. On April 4, 2018, the Company prepaid $181,168 relating to the outstanding debt on the above eleven vessels.

On April 27, 2018, the Company signed a supplemental agreement to the loan agreement dated January 31, 2012 for a $12,475 top-up tranche to the existing loan for the early refinancing of the shuttle tanker Rio 2016. The top-up was drawn down on April 30, 2018 and is repayable in twelve equal semi-annual installments of $3,203, plus a balloon payment of $38,438 payable together with the last installment.


On June 7, 2018, the Company signed a new six-year loan agreement for $80,000 relating to the early refinancing of the shuttle tanker Brasil 2014. The Company repaid the amount of $66,658, which was outstanding at the refinancing date and drew down $80,000 on the same date. The new loan is repayable in twelve semi-annual installments of $3,745 for the first six installments and $3,412.5 for the following six installments, commencing six months after the drawdown date, plus a balloon of $37,055 payable together with the last installment.

On June 28, 2018, the Company signed a new term bank loan for $48,650 relating to the refinancing of three aframax tankers, Maria Princess, Nippon Princess and Ise Princess, which were approaching maturity. The loan is repayable in ten semi-annual installments of $3,041, plus a balloon payment of $18,240 payable together with the last installment.

At June 30, 2018, interest rates on these term bank loans ranged from 3.54% to 5.33%.

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

 

Three months ended June 30, 2018

     4.25

Three months ended June 30, 2017

     3.42

Six months ended June 30, 2018

     4.00

Six months ended June 30, 2017

     3.32

The above revolving credit facilities and term bank loans are secured by first priority mortgages on all vessels, by assignments of earnings and insurances of the respectively mortgaged vessels, and by corporate guarantees of the relevant vessel-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 $107,435 at June 30, 2018 and $113,427 at December 31, 2017, 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 and two other loan agreements require a monthly pro rata transfer to a retention account of any principal due but unpaid.

As at June 30, 2018, the Company and its wholly and majority owned subsidiaries had thirty loan agreements, totaling $1,684,266. The Company fulfilled its requirements in respect of the financial covenants of all the agreements in relation to the leverage ratio and all other terms and covenants, apart from the value-to-loan requirement in certain of its loan agreements in respect of which an amount of $6,833 has been reclassified within current liabilities at June 30, 2018.

The Company’s liquidity requirements relate primarily to servicing its debt, funding the equity portion of investments in vessels and funding expected capital expenditure on dry-dockings and working capital. As of June 30, 2018, and December 31, 2017, the Company’s working capital (non-restricted net current assets), amounted to $20.0 million deficit and $50.5 million deficit, respectively.

The annual principal payments required to be made after June 30, 2018, are as follows:

 

Period/Year

   Amount  

July to December 2018

     87,381  

2019

     248,037  

2020

     264,759  

2021

     282,319  

2022

     221,151  

2023 and thereafter

     580,619  
  

 

 

 
     1,684,266  
  

 

 

 


6.

Interest and Finance Costs, net

 

     Three months ended
June 30,
     Six months ended
June 30,
 
     2018      2017      2018      2017  

Interest expense

     18,295        15,368        35,016        29,472  

Less: Interest capitalized

     (21      (120      (21      (384
  

 

 

    

 

 

    

 

 

    

 

 

 

Interest expense, net

     18,274        15,248        34,995        29,088  

Swaps termination cash settlements

     —          —            —          (3,685

Bunkers swap cash settlements

     (2,149      (327      (3,560      (688

Amortization of loan fees

     1,262        754        2,074        1,464  

Bank charges

     377        114        379        140  

Change in fair value of non-hedging financial instruments

     (2,981      84        (1,160      1,419  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net total

     14,783        15,873        32,728        27,738  
  

 

 

    

 

 

    

 

 

    

 

 

 

At June 30, 2018, the Company was committed to six floating-to-fixed interest rate swaps with major financial institutions covering notional amounts aggregating to $337,787, maturing from July 2020 through October 2027, on which it pays fixed rates averaging 2.94% and receives floating rates based on the six-month London interbank offered rate (“LIBOR”) (Note 11).

At June 30, 2018 and December 31, 2017, all interest rate swap agreements were designated and qualified as cash flow hedges, in order to hedge the Company’s exposure to interest rate fluctuations. The fair value of such financial instruments as of June 30, 2018 and December 31, 2017, in aggregate amounted to $951 (negative) and $1,967 (negative), respectively. The net amount of cash flow hedge losses at June 30, 2018, that is estimated to be reclassified into earnings within the next twelve months to June 30, 2019 is $115.

During the first half of 2017, the Company entered into an early termination of four of its hedging interest rate swap agreements. Total cash received from those terminations amounted to $3,685.

At June 30, 2018 and December 31, 2017, the Company held one call option agreement to hedge its exposure to bunker price fluctuations associated with the consumption of bunkers by its vessels. The value of the call option at June 30, 2018 and December 31, 2017, was $224 (positive) and $118 (positive), respectively.

The change in fair values during the first half of 2018 and 2017 amounting to $106 (positive) and $866 (negative), respectively, have been included in Change in fair value of non-hedging financial instruments in the table above.

In the first half of 2017, the Company entered into a call option agreement, and paid a premium of $118.

At June 30, 2018 and December 31, 2017, the Company held thirteen and seven, respectively, bunker swap agreements to hedge its exposure to bunker price fluctuations associated with the consumptions of bunkers by its vessels. The fair value of bunker swap agreements at June 30, 2018 and December 31, 2017, was $4,121 (positive) and $3,763 (positive), respectively. The change in the fair value in the first half of 2018 and 2017 was $358 (positive) and $529 (positive), respectively, have been included in Change in fair value of non-hedging financial instruments in the table above.

During 2016, the Company entered into three bunker swap agreements in order to hedge its exposure to bunker price fluctuations associated with the consumption of bunkers by the vessel Ulysses. The fair values of these financial instruments as of June 30, 2018 and December 31, 2017, were $3,960 (positive) and $3,264 (positive). The change in the fair value in the first half of 2018 and 2017 was $696 (positive) and $1,083 (negative), respectively and have been included in Change in fair value of non-hedging financial instruments in the table above.


7.

Stockholders’ Equity

During the first half of 2018, the Company sold 1,016,870 common shares from its treasury stock for net proceeds of $3,571. During the first half of 2017, the Company sold 650,717 common shares from its treasury stock for net proceeds of $2,676 and 24,803 of its Series D Preferred Shares for net proceeds of $533.

On January 30, 2018 and April 30, 2018, the Company paid dividends of $0.50 per share, $2,000 in total, for its 8.00% Series B Preferred Shares and $0.55469 per share, $2,219 in total, on its 8.875% Series C Preferred Shares. On January 30, 2017 and May 1, 2017, the Company paid dividends of $0.50 per share, $2,000 in total, for its 8.00% Series B Preferred Shares and $0.55469 per share, $2,219 in total, on its 8.875% Series C Preferred Shares.

On February 28, 2018, and May 29, 2018, the Company paid dividends of $0.54687 per share for its 8.75% Series D Preferred Shares, $3,746 in total. On February 28, 2017 and May 30, 2017, the Company paid dividends of $0.546875 per share, $3,739 in total, for its Series D Preferred Shares.

On April 5, 2017, the Company completed an offering of 4,600,000 of its Series E Cumulative Redeemable Perpetual Preferred Shares, par value $1.00 per share, liquidation preference $25.00 per share, raising $110,496, net of underwriter’s discount and other expenses. Dividends on the Series E Preferred Shares are cumulative from the date of original issue and will be payable quarterly in arrears on the 28th day of February, May, August and November of each year, commencing May 28, 2017, when, as and if declared by our board of directors. Dividends will be payable from cash available for dividends at a rate equal to 9.25% per annum of the stated liquidation preference prior to May 28, 2027 and from and including May 28, 2027, at a floating rate equal to three-month LIBOR plus a spread of 6.881% per annum of the stated liquidation preference. On May 30, 2017, the Company paid dividends of $0.34045 per share each or $1,566 in total, on its Series E Preferred Shares. On February 28, 2018 and May 29, 2018, the Company paid dividends of $0.57812 per share or $5,319 in total, for its 9.25% Series E Preferred Shares.

On June 28, 2018, the Company completed an offering of 5,400,000 of its Series F Cumulative Redeemable Perpetual Preferred Shares, par value $1.00 per share, liquidation preference $25.00 per share, raising $130,553, net of underwriter’s discount and other expenses. Dividends on the Series F Preferred Shares are cumulative from the date of original issue and will be payable quarterly in arrears on the 30th day of January, April, July and October of each year, commencing October 30, 2018, when, as and if declared by our board of directors. Dividends will be payable from cash available for dividends at a rate equal to 9.50% per annum of the stated liquidation preference prior to July 30, 2028 and from and including July 30, 2028, at a floating rate equal to three-month LIBOR plus spread of 6.54% per annum of the stated liquidation preference.

On May 10, 2018, the Company paid a dividend of $0.05 per common share outstanding which was declared on March 12, 2018. On June 15, 2018, the Company declared a dividend of $0.05 per common share payable on August 8, 2018 to stockholders of record as of August 2, 2018. On April 28, 2017 and July 14, 2017, the Company paid dividends of $0.05 per common share outstanding, which were declared on March 17, 2017 and May 12, 2017, respectively.

 

8.

Accumulated other comprehensive income (loss)

In the first half of 2018, Accumulated other comprehensive loss decreased with unrealized gains of $786 which resulted from changes in fair value of financial instruments.

In the first half of 2017, Accumulated other comprehensive loss increased with unrealized losses of $3,196, which resulted from changes in fair value of financial instruments.


9.

(Loss) Earnings per Common Share

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

 

     Three months ended
June 30,
     Six months ended
June 30,
 
     2018      2017      2018      2017  

Numerator

           

Net (loss) income attributable to Tsakos Energy Navigation Limited

     (9,553      3,575        (21,468      21,053  

Preferred share dividends Series B

     (1,000      (1,000      (2,000      (2,000

Preferred share dividends Series C

     (1,109      (1,109      (2,219      (2,219

Preferred share dividends Series D

     (1,874      (1,874      (3,746      (3,732

Preferred share dividends Series E

     (2,659      (2,541      (5,319      (2,541

Preferred share dividends Series F

     (71      —          (71      —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Net (loss) income attributable to common stockholders

     (16,266    $ (2,949      (34,823    $ 10,561  
  

 

 

    

 

 

    

 

 

    

 

 

 

Denominator

           

Weighted average common shares outstanding

     86,942,159        84,284,281        86,634,907        84,126,285  

Basic and diluted (loss) income per common share

   $ (0.19    $ (0.03    $ (0.40    $ 0.13  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

10.

Commitments and Contingencies

On May 2, 2018, the Company signed two new building contracts for the construction of two aframax tankers for $51,720 each. The total contracted amount remaining to be paid for the two vessels under construction as at June 30, 2018 was $93,096 from November 2018 to January 2020.

At June 30, 2018, 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 Company’s vessels. Management believes that all such matters are either adequately covered by insurance or are not expected to have a material adverse effect on the Company’s results from operations or financial condition.

Charters-out

The future minimum revenues of vessels in operation at June 30, 2018, before reduction for brokerage commissions, expected to be recognized on non-cancelable time charters are as follows:

 

Period/Year

   Amount  

July to December 2018

     149,712  

2019

     232,196  

2020

     201,453  

2021

     163,775  

2022 to 2029

     385,192  
  

 

 

 

Minimum charter payments

     1,132,328  
  

 

 

 


These amounts do not assume any off-hire.

 

11.

Financial Instruments

 

  (a)

Interest rate risk: The Company is subject to interest rate risk associated with changing interest rates with respect to its variable interest rate term loans and credit facilities as described in Notes 5 and 6.

 

  (b)

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

 

  (c)

Fair value: The carrying amounts reflected in the accompanying Consolidated Balance Sheet of cash and cash equivalents, restricted cash, trade receivables and accounts payable approximate their respective fair values due to the short maturity of these instruments, as at June 30, 2018 and December 31, 2017. The fair value of long-term bank loans with variable interest rates approximate the recorded values, generally due to their variable interest rates. 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 Consolidated 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 interest rate swap agreements, the bunker swap agreements, the put option agreements and the call option agreements as at June 30, 2018 and the fair value of the one long-term bank loan with a fixed interest rate as at December 31, 2017, 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 Company’s financial instruments, other than derivatives at June 30, 2018 and December 31, 2017, are as follows:

 

     Carrying
Amount
June 30,
2018
     Fair Value
June 30,
2018
     Carrying
Amount
December 31,
2017
     Fair Value
December 31,
2017
 

Financial assets (liabilities)

           

Cash and cash equivalents

     272,501        272,501        189,763        189,763  

Restricted cash

     9,924        9,924        12,910        12,910  

Investments

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

Debt

     (1,684,266      (1,684,266      (1,763,082      (1,762,938

Tabular Disclosure of Derivatives Location

Derivatives are recorded in the consolidated 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 consolidated balance sheet on a gross basis by transaction. The tables also present information with respect to gains and losses on derivative positions reflected in the consolidated statement of comprehensive income (loss) or in the consolidated balance sheet, as a component of Accumulated other comprehensive income (loss).

Fair Value of Derivative Instruments

 

          Asset Derivatives      Liability Derivatives  

Derivative

  

Balance Sheet Location

   June 30,
2018
Fair Value
     December 31,
2017
Fair Value
     June 30,
2018
Fair Value
     December 31,
2017
Fair Value
 

Derivatives designated as hedging instruments

           

Interest rate swaps

  

Current portion of financial instruments - Fair value

     —          —          336        1,378  
  

Financial instruments - Fair value, net of current portion

     588        —          1,203        589  
     

 

 

    

 

 

    

 

 

    

 

 

 
  

Subtotal

     588        —          1,539        1,967  
     

 

 

    

 

 

    

 

 

    

 

 

 
          Asset Derivatives      Liability Derivatives  

Derivative

  

Balance Sheet Location

   June 30,
2018
Fair Value
     December 31,
2017
Fair Value
     June 30,
2018
Fair Value
     December 31,
2017
Fair Value
 

Derivatives not designated as hedging instruments

           

Bunker swaps

  

Current portion of financial instruments - Fair value

     7,045        5,715        —          —    
  

Financial instruments - Fair value, net of current portion

     1,036        1,312        —          —    

Bunker call options

  

Financial instruments - Fair value, net of current portion

     224        118        —          —    
     

 

 

    

 

 

    

 

 

    

 

 

 
  

Subtotal

     8,305        7,145        —          —    
     

 

 

    

 

 

    

 

 

    

 

 

 
              

Total derivatives

     8,893        7,145        1,539        1,967  
     

 

 

    

 

 

    

 

 

    

 

 

 


Derivatives designated as Hedging Instruments-Net effect on the Statement of Comprehensive Income (Loss)

 

     Gain (Loss) Recognized in Accumulated
OCI on Derivative (Effective Portion)
 

Derivative

   Amount
Three months ended
June 30,
    Amount
Six months ended
June 30,
 
     2018      2017     2018      2017  

Interest rate swaps

     1,604        (816     83        (4,611
  

 

 

    

 

 

   

 

 

    

 

 

 

Total

     1,604        (816     83        (4,611

 

    

Gain (Loss) Reclassified from

Accumulated OCI into Income (Effective Portion)

 

Derivative

  

Location

   Amount
Three months ended
June 30,
    Amount
Six months ended
June 30,
 
          2018     2017     2018     2017  

Interest rate swaps

  

Depreciation expense

     (47     (51     (94     (76

Interest rate swaps

  

Interest and finance costs, net

     (157     (640     (609     (1,339
     

 

 

   

 

 

   

 

 

   

 

 

 

Total

        (204     (691     (703     (1,415
     

 

 

   

 

 

   

 

 

   

 

 

 

Derivatives not designated as Hedging Instruments–Net effect on the Statement of Comprehensive Income (Loss)

 

    

Gain (Loss) Recognized on Derivative

 

Derivative

  

Location

   Amount
Three months ended
June 30,
    Amount
Six months ended
June 30,
 
          2018      2017     2018      2017  

Bunker swaps

  

Interest and finance costs, net

     5,056        368       4,614        (174

Bunker call options

  

Interest and finance costs, net

     75        (124     106        (557
     

 

 

    

 

 

   

 

 

    

 

 

 

Total

        5,131        244       4,720        (731
     

 

 

    

 

 

   

 

 

    

 

 

 

The accumulated loss from Derivatives designated as Hedging instruments recognized in Accumulated Other Comprehensive Loss as of June 30, 2018 and December 31, 2017 was $4,519 and $5,305 respectively.

The following tables summarize the fair values for assets and liabilities measured on a recurring basis as of June 30, 2018 and December 31, 2017 using level 2 inputs (significant other observable inputs):

 

Recurring measurements:

   June 30,
2018
     December 31,
2017
 

Interest rate swaps

     (951      (1,967

Bunker swaps

     8,081        7,027  

Bunker call options

     224        118  
  

 

 

    

 

 

 
     7,354        5,178  
  

 

 

    

 

 

 


12.

Subsequent Events

 

(a)

On July 10, 2018, the Company received the net amount of $14,575 from the exercise of the underwriters’ greenshoe option on its Series F Preferred Shares with the sale of 600,000 additional shares.

 

(b)

On July 30, 2018, the Company paid dividends of $0.50 and $0.55469 per share on its 8.00% Series B and its 8.875% Series C Preferred Shares, respectively.

 

(c)

On August 8, 2018, the Company paid a dividend of $0.05 per common share outstanding, which was declared on June 15, 2018.

 

(d)

On August 28, 2018, the Company paid dividends of $0.546875 per share on its 8.75% Series D Preferred Shares and $0.578125 per share on its 9.25% Series E Preferred Shares, respectively.

 

(e)

On September 7, 2018, the Company declared a dividend of $0.05 per common share payable on December 6, 2018 to shareholders of record as of November 30, 2018.