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 June, 2019
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 ☒ 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:
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Registration Statement on Form F-3 (No. 333-219569) filed with the SEC on July 28, 2017; |
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Registration Statement on Form F-3 (No. 333-206852) filed with the SEC on September 9, 2015; |
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Registration Statement on Form F-3 (No. 333-159218) initially filed with the SEC on May 13, 2009, as amended; |
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Registration Statement on Form F-3 (No. 333-111615) filed with the SEC on December 30, 2003; |
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Registration Statement on Form S-8 (No. 333-183007) initially filed with the SEC on August 2, 2012, as amended; |
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Registration Statement on Form S-8 (No. 333-134306) initially filed with the SEC on May 19, 2006, as amended; |
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Registration Statement on Form S-8 (No. 333-104062) filed with the SEC on March 27, 2003; and |
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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), March 31, 2019 | |
99.2 | Managements Discussion and Analysis of Financial Condition and Results of Operations | |
99.3 | Capitalization at March 31, 2019 |
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: June 19, 2019
TSAKOS ENERGY NAVIGATION LIMITED | ||
By: | /s/ Paul Durham | |
Paul Durham Chief Financial Officer |
Exhibit 99.1
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2019 (UNAUDITED) AND DECEMBER 31, 2018
(Expressed in thousands of U.S. Dollars - except share and per share data)
March 31,
2019 |
December 31,
2018 |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
$ | 177,333 | $ | 204,763 | ||||
Restricted cash |
14,421 | 15,763 | ||||||
Accounts receivable, net |
35,408 | 35,351 | ||||||
Capitalized voyage expenses |
491 | 617 | ||||||
Due from related companies (Note 2) |
22,183 | 20,923 | ||||||
Advances and other |
17,899 | 18,407 | ||||||
Inventories |
18,109 | 20,388 | ||||||
Prepaid insurance and other |
1,207 | 1,073 | ||||||
Current portion of financial instruments-Fair value (Notes 7, 12) |
266 | 217 | ||||||
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Total current assets |
287,317 | 317,502 | ||||||
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INVESTMENTS |
1,000 | 1,000 | ||||||
FINANCIAL INSTRUMENTS - FAIR VALUE, net of current portion (Note 7, 12) |
139 | 133 | ||||||
RIGHT OF USE ASSET UNDER OPERATING LEASES (Note 4) |
27,353 | | ||||||
LONG TERM RECEIVABLE (Note 4) |
13,000 | 13,000 | ||||||
FIXED ASSETS (Note 4) |
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Advances for vessels under construction |
36,782 | 16,161 | ||||||
Vessels |
3,814,197 | 3,813,987 | ||||||
Accumulated depreciation |
(1,017,157 | ) | (984,540 | ) | ||||
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Vessels Net Book Value |
2,797,040 | 2,829,447 | ||||||
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Total fixed assets |
2,833,822 | 2,845,608 | ||||||
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DEFERRED CHARGES, net (Note 5) |
28,097 | 27,815 | ||||||
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Total assets |
$ | 3,190,728 | $ | 3,205,058 | ||||
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LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||
CURRENT LIABILITIES: |
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Current portion of long-term debt, net of deferred finance costs (Note 6) |
$ | 168,879 | $ | 160,584 | ||||
Payables |
34,365 | 37,532 | ||||||
Due to related companies (Note 2) |
2,529 | 4,366 | ||||||
Dividends payable |
4,381 | | ||||||
Accrued liabilities |
46,803 | 45,765 | ||||||
Unearned revenue |
5,941 | 6,007 | ||||||
Current portion of obligations under operating lease (Note 4) |
7,847 | | ||||||
Current portion of financial instruments - Fair value (Note 7, 12) |
491 | 48 | ||||||
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Total current liabilities |
271,236 | 254,302 | ||||||
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LONG-TERM DEBT, net of current portion (Note 6) |
1,390,817 | 1,435,017 | ||||||
LONG-TERM OBLIGATIONS UNDER OPERATING LEASE (Note 4) |
19,506 | | ||||||
FINANCIAL INSTRUMENTS - FAIR VALUE, net of current portion (Note 7, 12) |
9,710 | 8,962 | ||||||
STOCKHOLDERS EQUITY: |
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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 6,000,000 Series F Preferred Shares issued and outstanding at March 31, 2019 and December 31, 2018 |
18,025 | 18,025 | ||||||
Common shares, $ 1.00 par value; 175,000,000 shares authorized at March 31, 2019 and December 31, 2018; 87,604,645 shares issued and outstanding at March 31, 2019 and December 31, 2018 |
87,605 | 87,605 | ||||||
Additional paid-in capital |
996,833 | 996,833 | ||||||
Accumulated other comprehensive loss |
(12,311 | ) | (8,660 | ) | ||||
Retained earnings |
397,577 | 400,933 | ||||||
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Total Tsakos Energy Navigation Limited stockholders equity |
1,487,729 | 1,494,736 | ||||||
Noncontrolling Interest |
11,730 | 12,041 | ||||||
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Total stockholders equity |
1,499,459 | 1,506,777 | ||||||
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Total liabilities and stockholders equity |
$ | 3,190,728 | $ | 3,205,058 | ||||
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The accompanying notes are an integral part of these consolidated financial statements
1
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018
(Expressed in thousands of U.S. Dollars - except share and per share data)
Three months ended March 31, |
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2019 | 2018 | |||||||
VOYAGE REVENUES: |
$ | 147,046 | $ | 125,725 | ||||
EXPENSES: |
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Voyage expenses |
31,566 | 27,276 | ||||||
Charter hire expense |
2,669 | 2,678 | ||||||
Vessel operating expenses |
43,324 | 47,535 | ||||||
Depreciation and amortization |
35,285 | 35,811 | ||||||
General and administrative expenses |
6,436 | 6,831 | ||||||
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Total expenses |
119,280 | 120,131 | ||||||
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Operating income |
27,766 | 5,594 | ||||||
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OTHER INCOME (EXPENSES): |
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Interest and finance costs, net (Note 7) |
(17,593 | ) | (17,945 | ) | ||||
Interest income |
774 | 321 | ||||||
Other, net |
(29 | ) | (335 | ) | ||||
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Total other expenses, net |
(16,848 | ) | (17,959 | ) | ||||
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Net income (loss) |
10,918 | (12,365 | ) | |||||
Less: Net loss attributable to the noncontrolling interest |
311 | 450 | ||||||
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Net income (loss) attributable to Tsakos Energy Navigation Limited |
$ | 11,229 | $ | (11,915 | ) | |||
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Effect of preferred dividends |
(10,204 | ) | (6,642 | ) | ||||
Net income (loss) attributable to common stockholders of Tsakos Energy Navigation Limited |
1,025 | (18,557 | ) | |||||
Earnings (Loss) per share, basic and diluted attributable to Tsakos Energy Navigation Limited common stockholders |
$ | 0.01 | $ | (0.21 | ) | |||
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Weighted average number of shares, basic and diluted |
87,604,645 | 86,324,241 | ||||||
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The accompanying notes are an integral part of these consolidated financial statements
2
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED OTHER COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018
(Expressed in thousands of U.S. Dollars)
Three months ended March 31, |
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2019 | 2018 | |||||||
Net income (loss) |
$ | 10,918 | $ | (12,365 | ) | |||
Other comprehensive (loss) income |
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Unrealized losses from hedging financial instruments |
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Unrealized loss on interest rate swaps, net (Note 9) |
(3,651 | ) | (1,022 | ) | ||||
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Comprehensive income (loss) |
7,267 | (13,387 | ) | |||||
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Less: comprehensive loss attributable to the noncontrolling interest |
311 | 450 | ||||||
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Comprehensive income (loss) attributable to Tsakos Energy Navigation Limited |
$ | 7,578 | $ | (12,937 | ) | |||
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The accompanying notes are an integral part of these consolidated financial statements
3
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018
(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 Loss |
Tsakos Energy
Navigation Limited |
Non-
controlling Interest |
Total
Stockholders Equity |
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Shares | Amount | |||||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||
Addition of new accounting standard |
(1,311 | ) | (1,311 | ) | (1,311 | ) | ||||||||||||||||||||||||||||||||||
Net Loss |
(11,915 | ) | (11,915 | ) | (450 | ) | (12,365 | ) | ||||||||||||||||||||||||||||||||
-Sale of common shares |
(44 | ) | (81,851 | ) | 457 | (176 | ) | 237 | 237 | |||||||||||||||||||||||||||||||
- Common dividends declared ($0.05 per share) |
(4,337 | ) | (4,337 | ) | (4,337 | ) | ||||||||||||||||||||||||||||||||||
- Dividends paid on Series B preferred shares |
(1,000 | ) | (1,000 | ) | (1,000 | ) | ||||||||||||||||||||||||||||||||||
- Dividends paid on Series C preferred shares |
(1,109 | ) | (1,109 | ) | (1,109 | ) | ||||||||||||||||||||||||||||||||||
- Dividends paid on Series D preferred shares |
(1,873 | ) | (1,873 | ) | (1,873 | ) | ||||||||||||||||||||||||||||||||||
-Dividends paid on Series E preferred shares |
(2,659 | ) | (2,659 | ) | (2,659 | ) | ||||||||||||||||||||||||||||||||||
- Other comprehensive loss |
(1,022 | ) | (1,022 | ) | (1,022 | ) | ||||||||||||||||||||||||||||||||||
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BALANCE, March 31, 2018 |
$ | 12,025 | $ | 87,339 | $ | 857,954 | 937,218 | $ | (5,279 | ) | $ | 523,557 | $ | (6,327 | ) | $ | 1,469.269 | $ | 13,430 | $ | 1,482,699 | |||||||||||||||||||
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4
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018
(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 Loss |
Tsakos Energy
Navigation Limited |
Non-
controlling Interest |
Total
Stockholders Equity |
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Shares | Amount | |||||||||||||||||||||||||||||||||||||||
BALANCE, January 1, 2019 |
$ | 18,025 | $ | 87,605 | $ | 996,833 | | | $ | 400,933 | $ | (8,660 | ) | $ | 1,494,736 | $ | 12,041 | $ | 1,506,777 | |||||||||||||||||||||
Net Income |
11,229 | 11,229 | (311 | ) | 10,918 | |||||||||||||||||||||||||||||||||||
- Common dividends declared ($0.05 per share) |
(4,381 | ) | (4,381 | ) | (4,381 | ) | ||||||||||||||||||||||||||||||||||
- Dividends paid on Series B preferred shares |
(1,000 | ) | (1,000 | ) | (1,000 | ) | ||||||||||||||||||||||||||||||||||
- Dividends paid on Series C preferred shares |
(1,109 | ) | (1,109 | ) | (1,109 | ) | ||||||||||||||||||||||||||||||||||
- Dividends paid on Series D preferred shares |
(1,873 | ) | (1,873 | ) | (1,873 | ) | ||||||||||||||||||||||||||||||||||
-Dividends paid on Series E preferred shares |
(2,659 | ) | (2,659 | ) | (2,659 | ) | ||||||||||||||||||||||||||||||||||
-Dividends paid on Series F preferred shares |
(3,563 | ) | (3,563 | ) | (3,563 | ) | ||||||||||||||||||||||||||||||||||
- Other comprehensive loss |
(3,651 | ) | (3,651 | ) | (3,651 | ) | ||||||||||||||||||||||||||||||||||
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BALANCE, March 31, 2019 |
$ | 18,025 | $ | 87,605 | $ | 996,833 | | $ | | $ | 397,577 | $ | (12,311 | ) | $ | 1,487,729 | $ | 11,730 | $ | 1,499,459 | ||||||||||||||||||||
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5
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018
(Expressed in thousands of U.S. Dollars)
Three months ended March 31, |
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2019 | 2018 | |||||||
Cash Flows from Operating Activities: |
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Net income (loss) |
$ | 10,918 | $ | (12,365 | ) | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
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Depreciation |
32,664 | 33,779 | ||||||
Amortization of deferred dry-docking costs |
2,621 | 2,032 | ||||||
Amortization of loan fees |
1,070 | 813 | ||||||
Change in fair value of derivative instruments |
(2,562 | ) | 1,787 | |||||
Payments for dry-docking |
(2,902 | ) | (8,604 | ) | ||||
(Increase) Decrease in: |
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Receivables, net |
(809 | ) | 5,530 | |||||
Inventories |
2,279 | (2,329 | ) | |||||
Prepaid insurance and other |
(134 | ) | 150 | |||||
Capitalized voyage expenses |
126 | (533 | ) | |||||
Increase (Decrease) in: |
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Payables |
(5,005 | ) | 5,160 | |||||
Accrued liabilities |
1,038 | 6,315 | ||||||
Unearned revenue |
(66 | ) | (7,153 | ) | ||||
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Net Cash provided by Operating Activities |
39,238 | 24,582 | ||||||
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Cash Flows from Investing Activities: |
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Advances for vessels under construction and acquisitions |
(20,621 | ) | | |||||
Vessel acquisitions and/or improvements |
(209 | ) | (441 | ) | ||||
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Net Cash used in Investing Activities |
(20,830 | ) | (441 | ) | ||||
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Cash Flows from Financing Activities: |
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Proceeds from long-term debt |
155,822 | | ||||||
Financing costs |
(909 | ) | (261 | ) | ||||
Payments of long-term debt |
(191,889 | ) | (41,873 | ) | ||||
Sale of treasury stock, net |
| 237 | ||||||
Cash dividends |
(10,204 | ) | (6,641 | ) | ||||
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Net Cash used in Financing Activities |
(47,180 | ) | (48,538 | ) | ||||
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Net decrease in cash and cash equivalents and restricted cash |
(28,772 | ) | (24,397 | ) | ||||
Cash and cash equivalents and restricted cash at beginning of period |
220,526 | 202,673 | ||||||
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Cash and cash equivalents and restricted cash at end of period |
$ | 191,754 | $ | 178,276 | ||||
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Reconciliation of cash, cash equivalents and restricted cash: |
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Current Assets: |
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Cash and cash equivalents |
177,333 | 158,177 | ||||||
Restricted Cash |
14,421 | 20,099 | ||||||
Total Cash and cash equivalents and restricted cash |
191,754 | 178,276 |
The accompanying notes are an integral part of these consolidated financial statements
6
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) MARCH 31, 2019 AND 2018
(Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)
1. |
Basis of Presentation |
The accompanying unaudited interim condensed 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 three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019.
The consolidated balance sheet as of December 31, 2018 has been derived from the audited financial statements included in the Companys annual report on Form 20-F filed with the SEC on April 12, 2019 (Annual Report), but does not include all of the footnotes required by U.S. GAAP 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 three-month period ended March 31, 2019, except for as discussed below:
Leases: In February 2016, FASB issued Accounting Standards Update 2016-02, Leases (or ASU 2016-02). ASU 2016-02 establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. For lessees, leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. For lessors, ASU 2016-02 requires classifying leases as a sales-type, direct financing, or operating lease. A lease is a sales-type lease if any one of five criteria are met, each of which indicate that the lease, in effect, transfers control of the underlying asset to the lessee. If none of those five criteria are met, but two additional criteria are both met, indicating that the lessor has transferred substantially all of the risks and benefits of the underlying asset to the lessee and a third party, the lease is a direct financing lease. All leases that are not sales-type leases or direct financing leases are operating leases.
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 lease requirements by allowing entities to initially apply the requirements at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption; 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 (ASC 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 ASC 606. Otherwise, the entity should account for the combined component as an operating lease in accordance with ASC 842.
The Company has elected to use this optional transition approach to determine the cumulative effect adjustment and adopted this standard on January 1, 2019. In connection with its adoption of ASC 842, the Company elected the package of practical expedients that allows companies not to reassess whether any expired or expiring contracts are or contain leases, lease classification for any expired or expiring leases and initial direct costs for any expired or expiring leases. Additionally, after assessing that the respective criteria are met, the Company elected the practical expedient allowed under the transition guidance of ASC 842 to not separate the lease and non-lease components related to a lease contract and to account for them as a single lease component for the purposes of the recognition and measurement requirements of ASC 842.
Following adoption, the Company is allowed to recognize cumulative effect adjustment to the opening balance of retained earnings in the period, rather than restate comparative prior year periods. Based on the Companys analysis, there was no cumulative effect adjustment to the opening balance of retained earnings.
Also, the Company made an accounting policy election to keep leases with a term of 12 months or less off the balance sheet. Based on the elections performed, the adoption of ASC 842 Leases, did not materially impact the Companys consolidated financial statements, for arrangements where the Company acts as a lessor.
7
The Company recognized on its consolidated balance sheet on January 1, 2019, a right-of-use asset and a lease liability of $29.3 million, based on the present value of the remaining minimum lease payments and the discount rate used for calculating the cost of the operating leases is the incremental borrowing rate. Lease payments under operating leases are accounted as an expense on a straight-line basis over the term of the lease arrangement.
Time Charters and Bareboat Revenues
For time charters and bareboat arrangements, a contract exists and the vessel is delivered (commencement date) to the charterer, for a fixed period of time, at rates that are determined in the charter agreement and the relevant voyage expenses burden the charterer (i.e. port dues, canal tolls, pilotages and fuel consumption). The charterer has the right, upon delivery of the vessel, to control the use of the vessel as it has the enforceable right to: (i) decide the (re)delivery time of the vessel; (ii) arrange the ports from which the vessel shall pass; (iii) give directions to the master of the vessel regarding vessels operations (i.e. speed, route, bunkers purchases, etc.); (iv) sub-charter the vessel and (v) consume any income deriving from the vessels charter. Thus, time and bareboat charter agreements are accounted for as operating leases, ratably on a straight line over the duration of the charter agreement and therefore fall under the scope of ASC 842. In addition, and upon adoption of ASC 842, the Company made an accounting policy election to not recognize contract fulfillment costs for time charters under ASC 340-40.
The charterer may charter the vessel with or without the owners crew and other operating services (time and bareboat charter, respectively). Thus, the agreed dayrates (hire rates) in the case of time charter agreements also include compensation for part of the agreed crew and other operating services provided by the owner (non-lease components). The Company has elected to account for the lease and non-lease components of time charter agreements as a combined component in its financial statements, having taken into account that the non-lease component would be accounted for ratably on a straight-line basis over the duration of the time charter in accordance with ASC 606 and that the lease component is considered as the predominant component. In this respect, the Company qualitatively assessed that more value is ascribed to the vessel rather than to the services provided under the time charter agreements.
Profit sharing contracts are accounted for as variable consideration and included in the transaction price to the extent that variable amounts earned beyond an agreed fixed minimum hire are determinable at the reporting date and when there is no uncertainty associated with the variable consideration. Profit-sharing revenues are calculated at an agreed percentage of the excess of the charters average daily income over an agreed amount.
Revenue from time charter hire arrangements with an escalation clause is recognized on a straight-line basis over the charter term unless another systematic and rational basis is more representative of the time pattern in which the vessel is employed.
Sale and Leaseback transactions
The adoption of ASC 842 resulted in a change in the accounting method for the lease portion of the daily charter hire for the Companys chartered-in vessels accounted for as operating leases with firm periods of greater than one year. According to the provisions of ASC 842-20-30-1, at the commencement date, a lessee shall measure both of the following:
a) The lease liability at the present value of the lease payments not yet paid, discounted using the discount rate for the lease at lease commencement.
b) The right-of-use asset, which shall consist all of the following:
i) The amount of the initial measurement of the lease liability.
ii) Any lease payments made to the lessor at or before the commencement date, minus any lease incentives received.
iii) Any initial direct costs incurred by the lessee.
On December 21, 2017, the Company completed a sale-leaseback transaction relating to two of its suezmax tankers, Eurochampion 2004 and Euronike. Under this arrangement, the Company has transferred the underlying assets and leased back the vessels on a bareboat basis. Following adoption of ASC 842 and the package of practical expedients, the Company continues to account for the transaction as an operating lease (Note 4).
Derivative Financial Instruments: On January 1, 2019, the Company adopted ASU No. 2017-12, Derivatives and Hedging (Topic 815). Targeted Improvements to Accounting for Hedging Activities (ASU No. 2017-12), which amends and simplifies existing guidance in order to allow companies to more accurately present the economic effects of risk management activities in the financial statements, and ASU 2018-16, Derivatives and Hedging (Topic 815)Inclusion of the Secured Overnight Financing Rate (SOFR)
8
Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes , which permits the use of the OIS rate based on SOFR as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815 in addition to the UST, the LIBOR swap rate, the OIS rate based on the Fed Funds Effective Rate and the SIFMA Municipal Swap Rate. The amendments have been adopted on a prospective basis for qualifying new or redesignated hedging relationships entered into on or after the date of adoption. The adoption of this new accounting guidance had no effect on the Companys consolidated financial statements.
2. |
Transactions with Related Parties |
(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, 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. The monthly fees include the fees which are paid to the technical managers on a monthly basis, including third-party managers for the LNG carriers and for the VLCCs Ulysses and Hercules I, the aframax tankers Sapporo Princess and Maria Princess and the suezmax tanker Eurochampion 2004. The Management Company for services rendered charged $5,025 for the first quarter of 2019 and $5,064 for the first quarter of 2018. |
In addition to the monthly 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. No such award was granted in the first quarter of 2019 and the respective prior year quarter.
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 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 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 March 31, 2019, are $15,823 for the remainder of 2019, $21,278 for 2020, $21,420 (for 2021, 2022 and 2023), and $113,339 (from 2024 to 2029).
Management fees for vessels are included in General and Administrative expenses in the accompanying Consolidated Statements of Comprehensive Income (Loss). 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 first quarter of 2018, while fees amounting to $122.4 were charged during the three months ended March 31, 2019 and accounted for as part of construction costs for under construction vessels and are included in Advances for vessels under construction. At March 31, 2019, the amount due to the Management Company was $210 ($114 at December 31, 2018).
(b) |
Tsakos Columbia Shipmanagement S.A. (TCM): The Management Company appointed TCM to provide technical management to the Companys vessels from July 1, 2010. TCM is owned jointly and in equal part by related party interests and by a private German group. TCM, at the consent of the Holding Company, may subcontract all or part of the technical management of any vessel to an alternative unrelated technical manager. |
Effective July 1, 2010, the Management Company, at its own expense, pays technical management fees to TCM, and the Company bears and pays directly to TCM most of its operating expenses, including repairs and maintenance, provisioning and crewing of the Companys vessels, as well as certain charges which are capitalized or deferred, including reimbursement of the costs of TCM personnel sent overseas to supervise repairs and perform inspections on Company vessels. The Company also pays to TCM certain fees to cover expenses relating to internal control procedures and information technology services which are borne by TCM on behalf of the Company. TCM for services rendered charged $483 for the first quarter of 2019 and $439 for the prior year quarter. As at March 31, 2019, the amount due from TCM was $22,183 compared to $20,923 at December 31, 2018.
TCM has a 25% share in a manning agency, located in the Philippines, named TCM Tsakos Maritime Philippines (TMPI), 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.
9
(c) |
Tsakos Shipping and Trading S.A. (Tsakos Shipping): Tsakos Shipping provides chartering services for the Companys vessels by communicating with third party brokers to solicit research and propose charters. For this service, the Company pays to Tsakos Shipping a chartering commission of approximately 1.25% on all freights, hires and demurrages. Such commissions are included in Voyage expenses in the accompanying Consolidated Statements of Comprehensive Income (Loss). Tsakos Shipping also provides sale and purchase of vessels brokerage service. For this service, Tsakos Shipping may charge brokerage commissions. In the first quarter of 2019 and 2018 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 quarter of 2019 and 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 stockholders and directors of the Holding Company. Tsakos Shipping for services rendered charged $1,834 for the first quarter of 2019 and $1,542 for the first quarter of the 2018. There was at March 31, 2019, an amount of $689 due to Tsakos Shipping compared to $520 as at December 31, 2018. There is also at March 31, 2019, an amount of $348 ($327 at December 31, 2018) due to Tsakos Shipping, included in accrued liabilities, which relate to services rendered but not yet invoiced.
(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. For the first quarter of 2019, Argosy, for services rendered, charged $2,292 compared to $2,584 in prior year quarter. The amount due to Argosy as at March 31, 2019, was $1,060 compared to $3,387 as at December 31, 2018. There is also an amount of $49 ($nil at December 31, 2018) due to Argosy, included in accrued liabilities, which relate to services rendered but not yet invoiced. |
(e) |
AirMania Travel S.A. (AirMania): Apart from third-party agents, the Company also uses an affiliated company, AirMania, for travel services. For the first quarter of 2019, AirMania, for services rendered, charged $1,463 compared to $1,581 in prior year quarter. The amount due to AirMania as at March 31, 2019, was $570 compared to $345 as at December 31, 2018. |
3. |
Revenue from Contracts with Customers |
Voyage charters and contracts of affreightment: Revenues from voyage charters and contracts of affreightment amounted to $59,848 and $39,950 for the first quarter ended March 31, 2019 and 2018, respectively.
Time and bareboat charters: Revenues from time charter hire arrangements amounted to $87,198 and $85,775 for the first quarter ended March 31, 2019 and 2018, respectively.
Unearned revenue: During the three-month period ended March 31, 2019, the Company recognized as revenues the total amount of unearned revenues outstanding as of December 31, 2018, amounting to $6,007. As of March 31, 2019, deferred revenue consists mainly of cash advances relating to time charter agreements.
4. |
Vessels |
Sale and Leaseback
On December 21, 2017, the Company entered into a five-year sale and leaseback agreement for each of the two suezmaxes, Eurochampion 2004 and Euronike . The agreed net sale price was $32,600 each. Under these leaseback agreements, there is a sellers 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. Following adoption of ASC 842 and the package of practical expedients, the Company continues to account for the transaction as an operating lease.
Upon adoption of ASC 842, the Company as at January 1, 2019 recognized on the consolidated balance sheet a right-of-use asset of $29.3 million based on the present value of the future minimum lease payments and an obligation under operating lease of $29.3 million. The Company has not incurred any initial direct costs for the sale and leaseback transaction and has not performed any payments prior to the commencement date of the contract. The leaseback agreements include three one-year option periods, following completion of the initial five-year charters which are not recognized as part of the right-of-use asset and the obligation under operating lease.
The incremental borrowing rate used to determine the right-of-use asset and the obligations under operating lease was 5.45% and the weighted average remaining lease term was 3.73 years as at March 31, 2019. Amortization of the right-of-use asset is recognized on a straight-line basis from the commencement date of the contract to the end of the sale and leaseback, provided that no impairment will be recognized over the lease term. As at March 31, 2019, both the right-of use asset and the corresponding obligation under operating lease were $27.3 million (current portion $7.8 million and non-current portion $19.5 million).
10
An analysis of the Companys future minimum net lease payments under operating lease as at March 31, 2019, is as follows:
Year | Lease Commitment | |||
April 1 to December 31, 2019 |
6,145 | |||
2020 |
8,191 | |||
2021 |
8,191 | |||
2022 |
8,191 | |||
|
|
|||
Minimum net lease payments |
30,718 | |||
Less: present value discount |
(3,365 | ) | ||
|
|
|||
Total Obligations under operating lease (current and non-current portion) |
27,353 | |||
|
|
The Company has subleased the vessels and has recognized sublease income of $3.1 million for the three months ended March 31, 2019.
Held for sale
At March 31, 2019, there were no vessels held for sale. As at March 31, 2018, VLCC Millennium was classified as held for sale.
5. |
Deferred Charges |
Deferred charges, consisting of dry-docking and special survey costs, net of accumulated amortization, amounted to $28,097 and $27,815, at March 31, 2019 and December 31, 2018, respectively. Amortization of deferred dry-docking costs was $2,621 during the first quarter of 2019 and $2,032 during the first quarter of 2018 and is included in the depreciation and amortization of deferred dry-docking costs in the accompanying Consolidated Statements of Comprehensive income (loss).
6. |
Long Term Debt |
Facility |
March 31,
2019 |
December 31,
2018 |
||||||
(a) Credit Facilities |
| 62,500 | ||||||
(b) Term Bank Loans |
1,571,055 | 1,544,622 | ||||||
|
|
|
|
|||||
Total |
1,571,055 | 1,607,122 | ||||||
Less: Deferred finance costs, net |
(11,359 | ) | (11,521 | ) | ||||
Total long-term debt |
1,559,696 | 1,595,601 | ||||||
Less: Current portion of debt |
(172,075 | ) | (163,870 | ) | ||||
Add: Deferred finance costs, current portion |
3,196 | 3,286 | ||||||
|
|
|
|
|||||
Total long-term portion, net of current portion and deferred finance costs |
1,390,817 | 1,435,017 | ||||||
|
|
|
|
(a) |
Credit facilities |
As at December 31, 2018, the Company had one open revolving credit facility which matured in February 2019.
(b) |
Term bank loans |
Term loan balances outstanding at March 31, 2019 amounted to $1,571,055. These bank loans are payable in U.S. Dollars in quarterly or semi-annual installments, with balloon payments due at maturity between July 2020 and January 2028. Interest rates on the outstanding loans as at March 31, 2019 are based on LIBOR plus a spread. At March 31, 2019, interest on these term bank loans ranged from 4.36% to 5.13%.
A new term loan facility was drawn on January 10, 2019. The new loan is repayable in ten semi-annual installments of $3,000, commencing six months after the drawdown date, plus a balloon of $32,500 payable with the last installment.
11
On January 28, 2019, the Company signed a new six-year term bank loan for $88,150 relating to the refinancing of the debt approaching maturity on the suezmax tankers, Spyros K and Dimitris P , the aframax tanker Uraga Princess and the panamax tanker Salamina . The loan was drawn on January 30, 2019 and is repayable in twelve semi-annual installments of $5,200, commencing six months after the drawdown date, plus a balloon of $25,750 payable together with the last installment.
The weighted-average interest rates on the above executed loans for the applicable periods were:
Three months ended March 31, 2019 |
4.74 | % | ||
Three months ended March 31, 2018 |
3.76 | % |
The above 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 if an event of default has occurred, 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 $103,756 at March 31, 2019 and $99,154 at December 31, 2018, a minimum consolidated leverage ratio, a minimum hull value in connection with the vessels outstanding loans and insurance coverage of the vessels against all customary risks. Two loan agreements require the Company to maintain throughout the security period, an aggregate credit balance in a deposit account of $2,700. Four loan agreements require a monthly pro rata transfer to a retention account of any principal due, but unpaid.
As at March 31, 2019, the Company and its wholly owned subsidiaries had twenty-six loan agreements, totaling $1,571,055. 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 two of its loan agreements, which did not require an amount to be reclassified within current liabilities at March 31, 2019.
The Companys liquidity requirements relate primarily to servicing its debt, funding the equity portion of investments in vessels and funding expected capital expenditures on dry-dockings and working capital.
The annual principal payments required to be made after March 31, 2019, are as follows:
Period/Year |
Amount | |||
April to December 2019 |
122,631 | |||
2020 |
211,371 | |||
2021 |
286,394 | |||
2022 |
242,826 | |||
2023 |
321,793 | |||
2024 and thereafter |
386,040 | |||
|
|
|||
1,571,055 | ||||
|
|
7. |
Interest and Finance Costs, net |
Three months ended March 31, |
Three months ended March 31, |
|||||||
2019 | 2018 | |||||||
Interest expense |
18,863 | 16,721 | ||||||
Less: Interest capitalized |
(168 | ) | | |||||
|
|
|
|
|||||
Interest expense, net |
18,695 | 16,721 | ||||||
Bunkers swap cash settlements |
| (1,411 | ) | |||||
Bunker call options premium |
267 | | ||||||
Amortization of loan fees |
1,070 | 813 | ||||||
Bank charges |
88 | | ||||||
Change in fair value of non-hedging financial instruments |
(2,527 | ) | 1,822 | |||||
|
|
|
|
|||||
Net total |
17,593 | 17,945 | ||||||
|
|
|
|
At March 31, 2019, the Company was committed to five floating-to-fixed interest rate swaps with major financial institutions covering notional amounts aggregating to $282,113 maturing from July 2020 through October 2027, on which it pays fixed rates averaging 3.08% and receives floating rates based on the six-month London interbank offered rate (LIBOR) (Note 12).
12
At March 31, 2019, four interest rate swap agreements were designated and qualified as cash flow hedges, in order to hedge the Companys exposure to interest rate fluctuations. The fair value of such financial instruments as at March 31, 2019 and December 31, 2018 in aggregate amounted to $8,662 negative and $5,000 negative, respectively. The estimated net amount of cash flow hedge losses at March 31, 2019 that is estimated to be reclassified into earnings within the next twelve months is $288.
At March 31, 2019, the Company held one interest rate swap that did not meet hedge accounting criteria. As such, the change in its fair value during the first quarter of 2019 has been included in Change in fair value of non-hedging financial instruments and amounted to a loss of $20.
At March 31, 2019 and December 31, 2018, the Company held three call option agreements to hedge its exposure to bunker price fluctuations associated with the consumption of bunkers by its vessels. The fair value of the financial instrument as at March 31, 2019 and December 31, 2018 was $397 positive and $350 positive, respectively. During the first quarter of 2019, the premium paid amounts to $267. The changes in the fair value amounting to $47 positive has 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 March 31, 2019 and December 31, 2018, the Company held twenty and nineteen 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 at March 31, 2019 and December 31, 2018 was $1,472 negative and $3,972 negative, respectively. The changes in their fair values amounting to $2,500 positive 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 March 31, 2018, the Company held three bunker swap agreements in order to hedge its exposure to bunker price fluctuations associated with the consumption of bunkers by the vessel Ulysses . In November 2018, the Company entered into early termination agreements of the three bunker swap agreements.
8. |
Stockholders Equity |
On March 29, 2019, the Company declared a dividend of $0.05 per common share, which was paid on May 30, 2019 to stockholders of record as of May 29, 2019. On March 12, 2018, the Company declared a dividend of $0.05 per common share, payable on May 10, 2018 to stockholders of record as of May 3, 2018.
During the quarter ended March 31, 2018, the Company sold 81,851 common shares from its treasury stock for net proceeds of $237.
On January 30, 2019 and on January 30, 2018, the Company paid dividends of $0.50 per share, $1,000 in total, on its 8.00% Series B Preferred Shares and $0.55469 per share, $1,109 in total, on its 8.875% Series C Preferred Shares, respectively.
On February 28, 2019 and on February 28, 2018, the Company paid dividends of $0.54687 per share, $1,873 in total, on its 8.75% Series D Preferred Shares and $0.57812 per share, $2,659 in total, on its 9.25% Series E Preferred Shares, respectively.
On July 10, 2018, the Company completed an offering of 6,000,000 of its Series F Cumulative Redeemable Perpetual Preferred Shares, par value $1.00 per share, liquidation preference $25.00 per share, raising $144,280, net of underwriters 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 30 th day of January, April, July and October of each year, commencing October 28, 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 a spread of 6.54% per annum of the stated liquidation preference. On January 30, 2019, the Company paid dividends of $0.59375 per share each or $3,563 in total, on its Series F Preferred Shares.
9. |
Accumulated other comprehensive income (loss) |
In the first quarter of 2019 and 2018, accumulated other comprehensive income (loss) decreased with unrealized losses of $3,651 and $1,022 respectively, which resulted from changes in the fair value of financial instruments.
10. |
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.
13
Three months ended
March 31, |
Three months ended
March 31, |
|||||||
2019 | 2018 | |||||||
Numerator: |
||||||||
Net income (loss) attributable to Tsakos Energy Navigation Limited |
11,229 | (11,915 | ) | |||||
Preferred share dividends Series B |
(1,000 | ) | (1,000 | ) | ||||
Preferred share dividends Series C |
(1,109 | ) | (1,109 | ) | ||||
Preferred share dividends Series D |
(1,873 | ) | (1,873 | ) | ||||
Preferred share dividends Series E |
(2,659 | ) | (2,659 | ) | ||||
Preferred share dividends Series F |
(3,563 | ) | | |||||
|
|
|
|
|||||
Net income (loss) attributable to common share stockholders |
1,025 | (18,557 | ) | |||||
|
|
|
|
|||||
Denominator: |
||||||||
Weighted average common shares outstanding |
87,604,645 | 86,324,241 | ||||||
|
|
|
|
|||||
Basic and diluted earnings (loss) per common share |
$ | 0.01 | $ | (0.21 | ) |
11. |
Commitments and Contingencies |
At March 31, 2019, the Company had four vessels under construction, two aframax tankers and two suezmax tankers.
The total contracted amount remaining to be paid for the four vessels under construction plus extra costs agreed as at March 31, 2019, was $206,433. The amount of $65,568 is payable within 2019 and the amount of $140,865 is payable within 2020.
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 of operations or financial condition.
Charters-out
The future minimum revenues of vessels in operation at March 31, 2019, before reduction for brokerage commissions, expected to be recognized on non-cancelable time charters are as follows:
Year |
Amount | |||
April 1 to December 31, 2019 |
247,408 | |||
2020 |
264,026 | |||
2021 |
203,367 | |||
2022 |
134,409 | |||
2023 to 2028 |
310,583 | |||
|
|
|||
Minimum future time-charter revenue |
1,159,793 | |||
|
|
These amounts do not assume any off-hire.
12. |
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 6 and 7. |
(b) |
Concentration of credit risk: Financial Instruments that are subject to credit risk 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 |
14
to mitigate credit risk. The Company limits the exposure of non-performance by counterparties to derivative instruments by diversifying among counterparties with high credit ratings and performing periodic evaluations of the relative credit standing of the counterparties. |
(c) |
Fair value: The carrying amounts reflected in the accompanying Consolidated Balance Sheet of cash and cash equivalents, restricted cash, trade receivables and accounts payable approximate their respective fair values due to the short maturity of these instruments. The fair value of long-term bank loans with variable interest rates approximate the recorded values, generally due to their variable interest rates. The 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 interest rate swap agreements, bunker swap agreements and call option agreements discussed in Note 7 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 March 31, 2019 and December 31, 2018 are as follows:
Carrying
Amount March 31, 2019 |
Fair Value
March 31, 2019 |
Carrying
Amount December 31, 2018 |
Fair Value
December 31, 2018 |
|||||||||||||
Financial assets/(liabilities) |
||||||||||||||||
Cash and cash equivalents |
177,333 | 177,333 | 204,763 | 204,763 | ||||||||||||
Restricted cash |
14,421 | 14,421 | 15,763 | 15,763 | ||||||||||||
Investments |
1,000 | 1,000 | 1,000 | 1,000 | ||||||||||||
Debt |
(1,571,055 | ) | (1,571,055 | ) | (1,607,122 | ) | (1,607,122 | ) |
Tabular Disclosure of Derivatives Location
Derivatives are recorded in the balance sheet on a net basis by counterparty when a legal right of setoff 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 Comprehensive income (loss) or in the Balance Sheet, as a component of Accumulated other comprehensive loss.
Fair Value of Derivative Instruments
Asset Derivatives | Liability Derivatives | |||||||||||||||||
March 31, 2019 |
December 31, 2018 |
March 31, 2019 |
December 31, 2018 |
|||||||||||||||
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 |
| | 286 | 30 | |||||||||||||
Financial instruments - Fair value, net of current portion |
| | 8,376 | 4,970 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Subtotal |
| | 8,662 | 5,000 | ||||||||||||||
|
|
|
|
|
|
|
|
15
Asset Derivatives | Liability Derivatives | |||||||||||||||||
March 31, 2019 |
December 31, 2018 |
March 31, 2019 |
December 31, 2018 |
|||||||||||||||
Derivative |
Balance Sheet Location |
Fair Value | Fair Value | Fair Value | Fair Value | |||||||||||||
Derivatives not designated as hedging instruments |
||||||||||||||||||
Bunker swaps |
Current portion of financial instruments - Fair value |
| | 138 | | |||||||||||||
Financial instruments - Fair value, net of current portion |
| | 1,334 | 3,972 | ||||||||||||||
Bunker call options |
Current portion of financial instruments - Fair value |
266 | 217 | | | |||||||||||||
Financial instruments - Fair value, net of current portion |
130 | 133 | | | ||||||||||||||
Interest rate swaps |
Current portion of financial instruments - Fair value |
| | 67 | 18 | |||||||||||||
Financial instruments - Fair value, net of current portion |
9 | | | 20 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Subtotal |
405 | 350 | 1,539 | 4,010 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total derivatives |
405 | 350 | 10,201 | 9,010 | ||||||||||||||
|
|
|
|
|
|
|
|
16
Derivatives designated as Hedging Instruments-Net effect on the Statements of Comprehensive Income (Loss)
Derivatives in Cash Flow Hedging Relationships
Gain (Loss) Recognized in Accumulated
OCI on Derivative (Effective Portion) |
||||||||
Derivative |
Amount
Three months ended March 31, |
|||||||
2019 | 2018 | |||||||
Interest rate swaps |
(3,737 | ) | (1,521 | ) | ||||
|
|
|
|
|||||
Total |
(3,737 | ) | (1,521 | ) | ||||
|
|
|
|
Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) |
||||||||||
Derivative |
Location |
Amount
Three months ended March 31, |
||||||||
2019 | 2018 | |||||||||
Interest rate swaps |
Depreciation expense |
(47 | ) | (47 | ) | |||||
Interest rate swaps |
Interest and finance costs, net |
(39 | ) | (452 | ) | |||||
|
|
|
|
|||||||
Total |
(86 | ) | (499 | ) | ||||||
|
|
|
|
The accumulated loss from Derivatives designated as Hedging instruments recognized in Accumulated Other Comprehensive Loss as of March 31, 2019 and December 31, 2018 was $12,311 and $8,660 respectively.
Derivatives Not Designated as Hedging Instruments-Net effect on the Statement of Comprehensive Income (Loss)
Net Realized and Unrealized Gain (Loss) Recognized on Statement of Comprehensive Income (Loss) |
||||||||||
Derivative |
Location |
Amount
Three months ended March 31, |
||||||||
2019 | 2018 | |||||||||
Interest rate swaps |
Interest and finance costs, net |
(20 | ) | | ||||||
Bunker swaps |
Interest and finance costs, net |
2,500 | (442 | ) | ||||||
Bunker call options |
Interest and finance costs, net |
(220 | ) | 31 | ||||||
|
|
|
|
|||||||
Total |
2,260 | (411 | ) | |||||||
|
|
|
|
The following tables summarize the fair values for assets and liabilities measured on a recurring basis as of March 31, 2019 and December 31, 2018 using Level 2 inputs (significant other observable inputs):
Recurring measurements: |
March 31,
2019 |
December 31,
2018 |
||||||
Interest rate swaps |
(8,721 | ) | (5,038 | ) | ||||
Bunker swaps |
(1,472 | ) | (3,972 | ) | ||||
Bunker call option |
397 | 350 | ||||||
|
|
|
|
|||||
(9,796 | ) | (8,660 | ) | |||||
|
|
|
|
13. |
Subsequent Events |
(a) |
In the period of April 18 to May 23, 2019, the Company has issued 232,459 common shares for net proceeds of $762. |
17
(b) |
On April 30, 2019, the Company paid a dividend of $0.50 per share, $0.55469 per share and $0.59375 per share on its 8.00% Series B Preferred Shares, its 8.875% Series C Preferred Shares and its Series F Preferred Shares, respectively. |
(c) |
On May 1, 2019, the Company signed a term sheet for the pre-delivery financing of the newbuilding suezmax tanker Hull 8042. |
(d) |
On May 20, 2019, the Company signed a term sheet for the pre-delivery financing of the newbuilding suezmax tanker Hull 8041. |
(e) |
On May 28, 2019, the Company paid dividends of $0.54687 per share and $0.57812 per share on its 8.75% Series D and its 9.25% Series E Preferred Shares, respectively. |
(f) |
On May 30, 2019, the Company paid a dividend of $0.05 per common share outstanding which was declared on March 29, 2019. |
(g) |
On May 31, 2019, the Company signed a new five-year term bank loan of up to $40,000 for the refinancing of four panamax tankers, Maya, Inca, Selini and Salamina. |
18
Exhibit 99.2
TSAKOS ENERGY NAVIGATION LIMITED
THREE MONTHS ENDED MARCH 31, 2019
Results of operations Managements Discussion & Analysis
Three months ended March 31, 2019 versus three months ended March 31, 2018
(Percentage changes are based on the actual amounts shown in the accompanying consolidated financial statements)
Voyage revenues
Voyage revenues earned in the first quarter of 2019 and 2018 per charter category were as follows:
Three months ended March 31, | ||||||||||||||||
2019 | 2018 | |||||||||||||||
$
million |
%
of total |
$
million |
%
of total |
|||||||||||||
Time charter-fixed rate |
61.3 | 42 | % | 59.8 | 48 | % | ||||||||||
Time charter-variable rate (profit share) |
25.8 | 17 | % | 25.9 | 21 | % | ||||||||||
Contract of affreightment |
8.5 | 6 | % | 11.6 | 9 | % | ||||||||||
Voyage charter-spot market |
51.4 | 35 | % | 28.4 | 22 | % | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total voyage revenue |
147.0 | 100 | % | 125.7 | 100 | % | ||||||||||
|
|
|
|
|
|
|
|
Voyage revenues from vessels were $147.0 million during the quarter ended March 31, 2019, compared to $125.7 million during the quarter ended March 31, 2018, an increase of $21.3 million, or 17.0%. Following the recovery of the market in the fourth quarter of 2018, the freight market remained strong during the first quarter of 2019 due to healthy demand, a decrease of global oil stocks and an increase of non-OPEC production. The Company was able to benefit from the upturn due to vessels being well positioned in the market and mainly from the suezmaxes and aframaxes, which enjoyed strong results by either participating in the spot market or earning profit share above their fixed time-charter rates. In addition, the Company managed to take advantage of the strong LNG market driven by a surge in Asian demand and entered into new time charter agreements for both LNG carriers with significant higher rates. The increase is evident in the LNG carriers TCE performance, which almost doubled to $39,067 during the first quarter of 2019 compared to $23,618 in the prior year first quarter.
During the first quarter of 2019, the Company operated an average of 64.0 vessels, while during the first quarter of 2018 the Company operated an average of 65.0 vessels. Total utilization (total days that the vessels were actually employed as a percentage of total days in the period that the Company owned or controlled the vessels) achieved by the fleet in the first quarter of 2019 was 96.8% compared to 96.1% in the first quarter of 2018. The days lost in the first quarter of 2019 relate mostly to the dry-dockings of the panamax tankers Selini and Salamina and various repositioning voyages. Lost days in the prior year first quarter were mainly due to scheduled dry-dockings of one suezmax, three panamax and one DP shuttle tanker.
Operating days on pure time-charters, without profit-share arrangements, decreased by 0.6%, to 2,393 days during the first quarter of 2019 compared to 2,407 days in the first quarter of 2018 and the amount of revenue earned increased to $61.3 million from $59.8 million, respectively. Operating days utilized in time-charters with profit-share arrangements decreased to 1,674 in the first quarter of 2019 from 1,732 in the first quarter of 2018. Despite the decrease in operating days by 3.3%, revenue earned on this type of charter remained stable due to an additional $4.3 million in profit share earned in the first quarter of 2019 compared to no profit-share earned in the first quarter of 2018. Days on spot employment and contract of affreightment increased to 1,508 during the quarter ended March 31, 2019 from 1,485 during the quarter ended March 31, 2018. Although operating days increased marginally by 1.5%, vessels under spot employment and contract of affreightment contributed $19.9 million in additional revenue earned in the first quarter of 2019 compared to the prior year first quarter, a 49.8% increase.
1
Average daily TCE rates earned for the three-month periods ended March 31, 2019 and March 31, 2018 were as follows:
Q1 2019 | Q1 2018 | |||||||
$ | $ | |||||||
LNG carrier |
39,067 | 23,618 | ||||||
VLCC |
27,696 | 23,306 | ||||||
Suezmax |
19,366 | 14,339 | ||||||
DP2 shuttle |
50,310 | 49,565 | ||||||
Aframax |
23,192 | 18,555 | ||||||
Panamax |
13,152 | 15,134 | ||||||
Handymax |
13,608 | 12,063 | ||||||
Handysize |
15,746 | 12,909 |
TCE is calculated by taking voyage revenue less voyage costs divided by the number of revenue days, less 90 days lost as a result of calculating revenue on a loading to discharge basis for the quarter ended March 31, 2019 and 84 days for the quarter ended March 31, 2018.
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 industry performance despite changes in the mix of charter types (i.e. spot voyage charters, time charters and bare-boat charters) under which the vessels may be employed between the periods. The following table reflects the calculation of our TCE rate for the period presented (amount in thousands of U.S. dollars, except for TCE rate, which is expressed in U.S. dollars and available days):
Three months ended
March 31, |
||||||||
2019 | 2018 | |||||||
$000 | $000 | |||||||
Voyage revenues |
147,046 | 125,725 | ||||||
Less: Voyage Expenses |
(31,566 | ) | (27,276 | ) | ||||
|
|
|
|
|||||
Time charter equivalent revenues |
115,480 | 98,449 | ||||||
|
|
|
|
|||||
Divided by: net earnings (operating) days |
5,485 | 5,540 | ||||||
Average TCE per vessel per day |
21,054 | 17,771 |
Voyage expenses
Total voyage expenses
per category |
Average daily voyage
expenses per vessel |
|||||||||||||||||||||||
Three months ended
March 31, |
Three months ended
March 31, |
|||||||||||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||||||||||
$
million |
$
million |
% increase/
(decrease) |
$ | $ |
% increase/
(decrease) |
|||||||||||||||||||
Bunkering expenses |
17.2 | 14.5 | 18.3 | % | 11,383 | 9,772 | 16.5 | % | ||||||||||||||||
Port and other expenses |
9.1 | 8.4 | 8.7 | % | 6,060 | 5,659 | 7.1 | % | ||||||||||||||||
Commissions |
5.3 | 4.4 | 20.7 | % | 3,489 | 2,936 | 18.8 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total voyage expenses |
31.6 | 27.3 | 15.7 | % | 20,932 | 18,367 | 14.0 | % | ||||||||||||||||
Days on Spot and Contract of Affreightment (COA) employment |
1,508 | 1,485 |
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 employment, in which case they are borne by the charterer. Commissions on revenue are included in voyage expenses and they are borne by the Company for all types of charters. Voyage expenses were $31.6 million during the quarter ended March 31, 2019, compared to $27.3 million during the prior years first quarter, reflecting a 15.7% increase. Bunkering purchases typically constitute the largest part of voyage expenses and therefore the usual volatility and price swings of crude oil in any given year affect bunker prices and consequently voyage expenses.
2
The increase in voyage expenses is mainly due to the recovery of bunker prices, with the price of Brent increasing on average 6.4% between the two quarters, and an increase in the volume consumed by 2.3%. The daily bunkering expenses also increased by 16.5%, due to an increased number of repositioning voyages, partially counterbalanced by slow steaming voyages which generally consume less bunkers. Port and other expenses increased by 8.7% between the three-month periods, partly as a result of the increased number of days under spot employment or contract of affreightment and due to a higher number of port calls.
Commissions amounted to $5.3 million, or 3.6% of revenue from vessels, during the quarter ended March 31, 2019, compared to $4.4 million or 3.5% of revenue from vessels, for the quarter ended March 31, 2018. The increase was due to higher voyage charter revenues, with commission rates remaining at similar levels on average as the prior equivalent period.
Vessel operating expenses
Operating expenses per
category |
Average daily operating
expenses per vessel |
|||||||||||||||||||||||
Q1 2019 | Q1 2018 | % | Q1 2019 | Q1 2018 | % | |||||||||||||||||||
U.S.$
million |
U.S.$
million |
increase/
(decrease) |
U.S.$ | U.S.$ |
increase/
(decrease) |
|||||||||||||||||||
Crew expenses |
26.9 | 27.9 | (3.5 | )% | 4,672 | 4,765 | (1.9 | )% | ||||||||||||||||
Insurances |
3.8 | 4.1 | (7.5 | )% | 664 | 706 | (6.0 | )% | ||||||||||||||||
Repairs and maintenance, and spares |
5.0 | 6.6 | (23.2 | )% | 875 | 1,122 | (22.0 | )% | ||||||||||||||||
Stores |
2.6 | 3.4 | (23.2 | )% | 453 | 581 | (22.0 | )% | ||||||||||||||||
Lubricants |
1.7 | 1.9 | (8.6 | )% | 302 | 325 | (7.1 | )% | ||||||||||||||||
Other (quality and safety, taxes, registration fees, communications) |
3.4 | 3.0 | 9.5 | % | 569 | 513 | 11.2 | % | ||||||||||||||||
Foreign currency losses/(gains) |
(0.1 | ) | 0.6 | (111.5 | )% | (13 | ) | 114 | (111.7 | )% | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total operating expenses |
43.3 | 47.5 | (8.9 | %) | 7,522 | 8,126 | (7.4 | )% | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Earnings capacity days |
5,760 | 5,850 |
Vessel operating expenses include crew costs, insurances, repairs and maintenance, spares, stores, lubricants, quality and safety costs and other expenses such as tonnage tax, registration fees, communication costs and foreign currency gains or losses.
Total operating costs were $43.3 million during the quarter ended March 31, 2019 as compared to $47.5 million during the quarter ended March 31, 2018, a decrease of 8.9%, mainly attributed to two dry-dockings performed during the first quarter of 2019 compared to five dry-dockings in 2018.
Average operating expenses per ship per day decreased to $7,522 for the quarter ended March 31, 2019 from $8,126 for the quarter ended March 31, 2018, a 7.4% decrease. The decrease in almost all operating expense categories is due to the efforts by the technical managers to contain costs, while the weakening of the Euro against the US Dollar by 7.6% since the first quarter of 2018 has also contributed to the overall decrease of the average daily operating expenses by $604 for the first quarter ended March 31, 2019 as compared to the prior years first quarter.
Depreciation and amortization of deferred charges
Depreciation and amortization of deferred charges was $35.3 million and $35.8 million during the quarter ended March 31, 2019 and 2018, respectively.
Depreciation was $32.7 million during the quarter ended March 31, 2019 compared to $33.8 million during the quarter ended March 31, 2018, a decrease of $1.1 million or 3.3%. This was primarily due to the impairment charge recorded for five vessels of the fleet during the fourth quarter of 2018 and the write down of their carrying value to their fair value.
During the quarter ended March 31, 2019, amortization of deferred dry-docking charges was $2.6 million compared to $2.0 million in the prior years first quarter. As deferred dry-docking charges are amortized on a straight-line basis, generally over a five-year period to the next dry-docking, for the most part the total amortization for the respective quarters relates to the same quarterly amortization charges for the same vessels. The increase in the first quarter of 2019 relates primarily to the amortization of deferred charges arising from the increased number and cost of vessels that underwent dry-docking in recent years.
Impairment
In the first quarter of 2019, vessel values did not improve over values determined in prior periods, resulting in a large part of the fleet having carrying values in excess of market values. However, the fleet is relatively young, with an average age of 8.5 years as of March 31, 2019 and every vessel in the fleet is expected to generate considerably more cash during their remaining expected lives than their carrying values as at March 31, 2019. The Companys cash flow tests per vessel for assessing whether an impairment charge was required did not indicate that such an impairment charge was required for any vessel of the fleet at March 31, 2019 and 2018.
3
General and administrative expenses
General and administrative (G&A) expenses include vessel management fees, office administrative expenses, stock compensation expense and management incentive awards. G&A amounted to $6.4 million in the first quarter of 2019, compared to $6.8 million in the prior year first quarter, a decrease of 5.8%, attributable to the sale of one vessel which resulted in a decrease of total management fees and a decrease of advertising costs and officers travel-related expenses.
The Company pays to Tsakos Energy Management fixed fees per vessel under a management agreement. The fee includes compensation for services that cover both the management of the individual vessels, as described below, and of the Company as a whole. Management fees, including those paid to third-party ship management companies, totaled $5.4 million during the quarter ended March 31, 2019, a 1.5% decrease from the quarter ended March 31, 2018, due to the disposal of the VLCC Millennium in early April 2018. The management fee per vessel may be increased annually if certain criteria defined in the management agreement are met. The management fee to Tsakos Energy Management has not increased since the beginning of 2012.
In the first quarter of 2019, all the vessels in the fleet were technically managed by Tsakos Columbia Shipmanagement S.A., apart from the LNG carriers Neo Energy and Maria Energy, the VLCCs Ulysses and Hercules I , the suezmax Eurochampion 2004 and the aframaxes Maria Princess and Sapporo Princess , which have been managed by a third party manager. Monthly management fees for operating conventional vessels are $27,500 per month, since January 1, 2012. 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 the LNG carriers are $36,877 per month, of which $10,000 are payable to the management company and $26,877 to the third-party manager. Management fees for Eurochampion 2004, Maria Princess, Sapporo Princess, Hercules I and Ulysses are $27,500 per month, of which $14,503 are payable to a third-party manager. Management fees for the DP2 shuttle tankers are $35,000 per month.
Office administrative expenses consist primarily of professional fees, office supplies, investor relations, advertising costs, directors liability insurance, directors fees and travel-related expenses. Administrative expenses totaled $1.0 million during the quarter ended March 31, 2019 compared to $1.3 million during the previous years first quarter.
No incentive award was made to the management company in the first quarters of 2019 and 2018, nor was there any stock compensation expense during these two quarters.
Office administrative expenses plus the management fees and any management incentive award and stock compensation expense, represent the overhead of the Company. On a per vessel basis, the daily overhead was $1,117 for the first quarter of 2019, compared to $1,168 in the first quarter of 2018.
Operating income
Income from vessel operations was $27.8 million during the first quarter of 2019 compared to $5.6 million during the first quarter of 2018, the increase being mainly due to the recovery of the market and the higher freight rates achieved.
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
March 31, |
||||||||
2019 | 2018 | |||||||
$
million |
$
million |
|||||||
Interest on loans |
18.8 | 16.3 | ||||||
Interest rate swaps cash settlements |
0.1 | 0.5 | ||||||
|
|
|
|
|||||
Total interest |
18.9 | 16.8 | ||||||
Less: Interest capitalized |
(0.2 | ) | | |||||
|
|
|
|
|||||
Interest expense, net |
18.7 | 16.8 | ||||||
Bunker hedging instruments cash settlements |
0.3 | (1.4 | ) | |||||
Change in fair value of non-hedging bunker instruments |
(2.5 | ) | 1.8 | |||||
Other finance costs |
1.1 | 0.7 | ||||||
|
|
|
|
|||||
Net total |
17.6 | 17.9 | ||||||
|
|
|
|
4
Interest and finance costs, net, were $17.6 million for the first quarter of 2019 compared to $17.9 million for the quarter ended March 31, 2018, a decrease of 2.0%. Loan interest, excluding payment of swap interest, increased by 15.7%, to $18.8 million from $16.3 million in the first quarter of 2018 due to the increase in the average loan interest rate to 4.74% from 3.76%, a 26.3% increase.
Interest paid on swaps amounted to $0.1 million in the first quarter of 2019 compared to $0.5 million in the first quarter of 2018.
Capitalized interest is based on expenditure incurred to date on vessels under construction. In the first quarter of 2019, capitalized interest was $0.2 million, based on installments made for the construction of two new-building aframaxes and two suezmax tankers, compared to no capitalized interest incurred by the Company during the first quarter of 2018.
During the first quarter of 2019, the Company held three bunker call option agreements and paid a premium of $0.3 million compared to one call option agreement in the prior year quarter.
The change in fair value of the bunker call option during the first quarter of 2019 amounted to $0.05 million positive compared to $0.03 million positive in the respective prior year first quarter for one call option.
In the first quarter of 2019, the Company had twenty bunker swap agreements compared to seven in the prior year first quarter. The change in their fair values amounted to $2.5 million positive for the first quarter of 2019 compared to $1.1 million negative in the prior year first quarter. Changes has been included in fair value of non-hedging bunker 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 Company entered into early termination agreements of the three bunker swap agreements with expiring dates in September 2019 and October 2019 during the fourth quarter of 2018. For the first quarter of 2018, changes in fair values amounted to $0.7 million negative and were included in Change in fair value of non-hedging bunker instruments.
Amortization of loan expenses was $1.1 million in the first quarter of 2019 compared to $0.7 million in the first quarter of 2018.
Interest income
Total income derived from bank deposits was $0.8 million during the first quarter of 2019 compared to $0.3 million for the quarter ended March 31, 2018, mostly due to higher interest rates.
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 . There was a loss attributable to the non-controlling interest of $0.3 million during the quarter ended March 31, 2019 compared to a loss of $0.5 million for prior years first quarter.
Net Income
As a result of the foregoing, the net income attributable to Tsakos Energy Navigation Limited for the quarter ended March 31, 2019 was $11.2 million, or $0.01 per share basic and diluted after taking into account the cumulative dividends of $10.2 million on our Series B, Series C, Series D, Series E and Series F preferred shares, versus a net loss of $11.9 million, or $0.21 loss per share basic and diluted after taking into account the cumulative dividends of $6.6 million on our Series B, Series C, Series D and Series E preferred shares. The weighted average number of common shares (basic and diluted) during the first quarter of 2019 was 87,604,645 compared to 86,324,241 during the first quarter of 2018.
5
Liquidity and capital resources
Our liquidity requirements relate to servicing our debt, funding the equity portion of investments in vessels, funding working capital and controlling fluctuations in cash flow. In addition, our newbuilding commitments, other expected capital expenditures on dry-dockings and vessel acquisitions will require us to expend cash in the rest of 2019 and in future years. Net cash flow generated by operations is the main source of liquidity. Apart from the possibility of raising further funds through the capital markets, additional sources of cash include proceeds from asset sales and borrowings, although all borrowing arrangements to date have related to the acquisition of specific vessels.
We believe, given our current cash holdings and the number of vessels we have on time charter, that if market conditions remain relatively stable throughout 2019, our financial resources, including the cash expected to be generated within the year, will be sufficient to meet our liquidity and working capital needs for the next twelve months, 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. To avoid such an eventuality, management would expect to be able to raise extra capital through the alternative sources.
Working capital (non-restricted net current assets) amounted to a negative $1.5 million at March 31, 2019 compared to a positive $44.2 million at December 31, 2018. The deficit is mainly attributed to lower cash balances and increased current portion of loan facilities as at March 31, 2019. Decrease in working capital is also due to the adoption of ASC 842 Leases effective for public business entities for annual periods beginning on January 1, 2019, which requires, amongst other things, to determine and include under current liabilities, the current portion of obligations under operating leases, where the Company acts as a lessee.
Current assets decreased to $287.3 million at March 31, 2019 from $317.5 million at December 31, 2018, mainly due to decreased cash and cash equivalents during the quarter. Current liabilities increased to $271.2 million at March 31, 2019 from $254.3 million at December 31, 2018, mainly due to the current portion of obligations under operating leases where the Company acts as a lessee, and the increased current portion of debt.
Net cash provided by operating activities was $39.2 million in the quarter ended March 31, 2019 compared to $24.6 million in the previous years first quarter. The increase is mainly attributed to the increase of net income in the first quarter of 2019 compared to net loss for the first quarter of 2018.
Net cash used in investing activities was $20.8 million for the quarter ended March 31, 2019, compared to $0.4 million for the quarter ended March 31, 2018. Advances for vessels under construction amounted to $20.6 million in the first quarter of 2019, compared to no vessel acquisition, sale, or advances during the first quarter of 2018. There were two aframaxes and two suezmaxes on order as at March 31, 2019 and the remaining yard installments to be paid for those vessels as at March 31, 2019 amounted to $206.4 million, all of which we expect to be covered by new debt or additional sources of financing. The aframax carriers are expected to be delivered between the fourth quarter of 2019 and the first quarter of 2020 and the two suezmax tankers expected delivery is in the third and fourth quarter of 2020.
Net cash used in financing activities was $47.2 million in the quarter ended March 31, 2019, compared to $48.5 million used in financing activities during the first quarter of 2018. In the first quarter of 2019, we drew down $150.6 million for the refinancing of five vessels and repayment of the same amount of debt and $5.2 million for the financing of one aframax vessel under construction. In addition, during the first quarter of 2019, debt principal repayments amounted to $41.2 million compared to $41.9 million in the prior year quarter.
Total debt outstanding decreased to $1,571.1 million as of March 31, 2019 from $1,607.1 million at the beginning of the year. The debt to capital (equity plus debt) ratio was 51.2% at March 31, 2019 (or 47.9% on a net of cash basis). In the first quarter of 2019, the Company did not enter into any new swap agreements while two swap agreements expired and another two terminated early during the second quarter of 2018.
On January 30, 2019, the Company paid dividends of $0.50 per share or $1.0 million on its 8.00% Series B Preferred Shares, dividends of $0.5547 per share or $1.1 million on its 8.875% Series C Preferred Shares and on the same date the Company paid dividends of $0.59375 per share or $3.6 million on its 9.50% Series F Preferred Shares. A dividend of $0.50 per share on the 8.00% Series B Preferred Shares, and a dividend of $0.5547 per share on the 8.875% Series C Preferred Shares, totaling $2.1 million in aggregate, were paid on January 30, 2018.
On February 28, 2019, the Company paid dividends of $0.5469 per share or $1.9 million on its 8.75% Series D Preferred Shares and on the same date, the Company paid dividends of $0.5781 per share or $2.7 million on its 9.25% Series E Preferred Shares. A dividend of $0.5469 per share on its 8.75% Series D Preferred Shares and a dividend of $0.5781 per share on its 9.25% Series E Preferred Shares, totaling $4.6 million in aggregate, were paid on February 28, 2018.
6
On March 29, 2019, the Company declared a dividend of $0.05 per common share and paid it on May 30, 2019 to stockholders of record as of May 24, 2019. On March 12, 2018, the Company declared a dividend of $0.05 per common share and paid it on May 10, 2018 to stockholders of record as of May 3, 2018. The payment and the amount of dividends is subject to the discretion of our board of directors and depends, 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.
The Company continues to be fully compliant with its scheduled debt service requirements, repaying capital and paying interest promptly in accordance with respective bank agreements without fail. As a percentage of total liabilities against total assets at fair value, our consolidated leverage (a non-GAAP measure) as computed in accordance with our loan agreements at March 31, 2019 was below the loan covenant maximum of 70%, which is applicable to all the above loans on a fleet and total liabilities basis.
As at March 31, 2019, the Company and its wholly and majority owned subsidiaries were compliant with the financial covenants in its twenty-six loan agreements totaling $1.57 billion, apart from the value-to-loan requirement in two of its loan agreements, due to vessel values remaining at low levels as a result of world fleet overcapacity. Both are expected to comply before the end of 2019, after scheduled repayments. We do not expect to pay down the Companys loans in 2019 beyond the amounts that we have already classified as current liabilities.
Interest is usually payable at a variable rate, based on three and six-month LIBOR plus a margin. Interest rate swaps coverage decreased to 18.0% of outstanding debt at the end of the first quarter of 2019 from 25.3% at the end of the first quarter of 2018. We review our hedging position relating to interest on a continuous basis and have regular discussions with banks with regards to terms for potential new instruments to hedge our interest rate risk.
7
Exhibit 99.3
CAPITALIZATION
The following table sets forth our (i) cash and cash equivalents, (ii) restricted cash and (iii) consolidated capitalization as of March 31, 2019 on:
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an actual basis; and |
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an as adjusted basis giving effect to (i) debt repayments of $28.9 million, (ii) drawdown of $25.5 million for part of the refinancing of four vessels and prepayment of $25.6 million of debt, (iii) the drawdown and the payment of $10.3 million to the shipbuilding yard for two Aframax tankers, (iv) the receipt of $10 million from the noncontrolling interest, (v) the payment of $10.2 million of preferred share dividends, (vi) the payment of $4.4 million common share dividend, and (vii) the issuance of 232,459 common shares for net proceeds of $0.8 million. |
Other than these adjustments, there has been no material change in our capitalization from debt or equity issuances, re-capitalization or special dividends between March 31, 2019 and June 13, 2019.
This table should be read in conjunction with our consolidated financial statements and the notes thereto, Results of operations-Managements Discussion and Analysis included as Exhibits 99.1 and 99.2, respectively to the Report on Form 6-K to which this capitalization table is an exhibit, and Item 5. Operating and Financial Review and Prospects, included in our Annual Report on Form 20-F for the year ended December 31, 2018.
As of March 31, 2019 | ||||||||
Actual | Adjusted | |||||||
In thousands of U.S. Dollars | ||||||||
Cash |
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Cash and cash equivalents |
$ | 177,333 | $ | 144,502 | ||||
Restricted cash |
14,421 | 14,421 | ||||||
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Total cash |
$ | 191,754 | $ | 158,923 | ||||
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Capitalization |
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Debt: |
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Long-term secured debt obligations (including current portion) |
$ | 1,571,055 | $ | 1,552,401 | ||||
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Stockholders equity: |
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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 6,000,000 Series F Preferred Shares issued and outstanding on an actual and as adjusted basis |
18,025 | 18,025 | ||||||
Common shares, $1.00 par value; 175,000,000 shares authorized on an actual and as an adjusted basis; 87,604,645 shares issued and outstanding actual at March 31, 2019 and 87,837,104 on an as adjusted basis |
87,605 | 87,837 | ||||||
Additional paid-in capital |
996,833 | 996,833 | ||||||
Accumulated other comprehensive loss |
(12,311 | ) | (12,311 | ) | ||||
Retained earnings |
397,577 | 382,982 | ||||||
Non-controlling interest |
11,730 | 21,730 | ||||||
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Total stockholders equity |
1,499,459 | 1,495,096 | ||||||
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Total capitalization |
$ | 3,070,514 | $ | 3,047,497 | ||||
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