As of December 31, 2015, there were 87,338,652 of the registrants Common Shares, 2,000,000 Series B Preferred Shares, 2,000,000
Series C Preferred Shares and 3,400,000 Series D Preferred Shares outstanding.
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
¨
No
x
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes
¨
No
x
NoteChecking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes
x
No
¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). Yes
x
No
¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
If Other has been checked in response to the previous question, indicate by check mark which
financial statement item the registrant has elected to follow. Item 17
¨
Item 18
¨
If this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes
¨
No
x
All statements in this Annual Report on Form 20-F that are not statements of historical fact are forward-looking statements within
the meaning of the United States Private Securities Litigation Reform Act of 1995. The disclosure and analysis set forth in this Annual Report on Form 20-F includes assumptions, expectations, projections, intentions and beliefs about future events
in a number of places, particularly in relation to our operations, cash flows, financial position, plans, strategies, business prospects, changes and trends in our business and the markets in which we operate. These statements are intended as
forward-looking statements. In some cases, predictive, future-tense or forward-looking words such as believe, intend, anticipate, estimate, project, forecast, plan,
potential, may, should and expect and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements.
Forward-looking statements include, but are not limited to, such matters as:
We caution that the forward-looking statements included in this Annual Report on Form 20-F
represent our estimates and assumptions only as of the date of this Annual Report on Form 20-F and are not intended to give any assurance as to future results. These forward-looking statements are not statements of historical fact and represent only
our managements belief as of the date hereof, and involve risks and uncertainties that could cause actual results to differ materially and inversely from expectations expressed in or indicated by the forward-looking statements. Assumptions,
expectations, projections, intentions and beliefs about future events may, and often do, vary from actual results and these differences can be material. There are a variety of factors, many of which are beyond our control, which affect our
operations, performance, business strategy and results and could cause actual reported results and performance to differ materially from the performance and expectations expressed in these forward-looking statements. These factors include, but are
not limited to, supply and demand for crude oil carriers, product tankers and LNG carriers, charter rates and vessel values, supply and demand for crude oil and petroleum products and liquefied natural gas, accidents, collisions and spills,
environmental and other government regulation, the availability of debt financing, fluctuation of currency exchange and interest rates and the other risks and uncertainties that are outlined in this Annual Report on Form 20-F. As a result, the
forward-looking events discussed in this Annual Report on Form 20-F might not occur and our actual results may differ materially from those anticipated in the forward-looking statements. Accordingly, you should not unduly rely on any forward-looking
statements.
We undertake no obligation to update or revise any forward-looking statements contained in this Annual Report on Form 20-F,
whether as a result of new information, future events, a change in our views or expectations or otherwise. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further, we cannot assess the impact of
each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement.
PA
RT I
Tsakos Energy Navigation Limited is a Bermuda company that is referred to in this Annual Report on Form 20-F, together with its
subsidiaries, as Tsakos Energy Navigation, the Company, we, us, or our. This report should be read in conjunction with our consolidated financial statements and the accompanying notes
thereto, which are included in Item 18 to this report.
Item 1.
|
Identity of Direc
tors, Senior Management and Advisers
|
Not
Applicable.
Item 2.
|
Offer Statistics and
Expected Timetable
|
Not Applicable.
Selected Consolidated Financial Data and Other Data
The following table presents selected consolidated financial and other data of Tsakos Energy Navigation Limited for each of the five
years in the five-year period ended December 31, 2015. The table should be read together with Item 5. Operating and Financial Review and Prospects. The selected consolidated financial data of Tsakos Energy Navigation Limited is a
summary of, is derived from and is qualified by reference to, our consolidated financial statements and notes thereto which have been prepared in accordance with U.S. generally accepted accounting principles (US GAAP).
2
Our audited consolidated statements of comprehensive income/(loss), other comprehensive
income/(loss), stockholders equity and cash flows for the years ended December 31, 2015, 2014, and 2013, and the consolidated balance sheets at December 31, 2015 and 2014, together with the notes thereto, are included in Item
18. Financial Statements and should be read in their entirety.
Selected Consolidated Financial and Other Data
(Dollars in thousands, except for share and per share amounts and fleet data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Income Statement Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voyage revenues
|
|
$
|
587,715
|
|
|
$
|
501,013
|
|
|
$
|
418,379
|
|
|
$
|
393,989
|
|
|
$
|
395,162
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voyage expenses
|
|
|
131,878
|
|
|
|
154,143
|
|
|
|
132,999
|
|
|
|
124,012
|
|
|
|
141,446
|
|
Vessel operating expenses(1)
|
|
|
142,117
|
|
|
|
146,902
|
|
|
|
131,053
|
|
|
|
133,281
|
|
|
|
130,342
|
|
Depreciation and amortization
|
|
|
105,931
|
|
|
|
102,891
|
|
|
|
100,413
|
|
|
|
99,250
|
|
|
|
105,928
|
|
General and administrative expenses
|
|
|
21,787
|
|
|
|
21,029
|
|
|
|
20,731
|
|
|
|
20,710
|
|
|
|
20,710
|
|
Net (gain) loss on sale of vessels
|
|
|
(2,078
|
)
|
|
|
|
|
|
|
|
|
|
|
1,879
|
|
|
|
(5,001
|
)
|
Vessel impairment charge
|
|
|
|
|
|
|
|
|
|
|
28,290
|
|
|
|
13,567
|
|
|
|
39,434
|
|
Operating income (loss)
|
|
|
188,080
|
|
|
|
76,048
|
|
|
|
4,893
|
|
|
|
1,290
|
|
|
|
(37,697
|
)
|
Other expenses (income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and finance costs, net
|
|
|
30,019
|
|
|
|
43,074
|
|
|
|
40,917
|
|
|
|
51,576
|
|
|
|
53,571
|
|
Interest and investment income
|
|
|
(234
|
)
|
|
|
(498
|
)
|
|
|
(366
|
)
|
|
|
(1,348
|
)
|
|
|
(2,715
|
)
|
Other, net
|
|
|
(128
|
)
|
|
|
(246
|
)
|
|
|
2,912
|
|
|
|
118
|
|
|
|
397
|
|
Total other expenses, net
|
|
|
29,657
|
|
|
|
42,330
|
|
|
|
43,463
|
|
|
|
50,346
|
|
|
|
51,253
|
|
Net income (loss)
|
|
|
158,423
|
|
|
|
33,718
|
|
|
|
(38,570
|
)
|
|
|
(49,056
|
)
|
|
|
(88,950
|
)
|
Less: Net (income) loss attributable to non-controlling interest
|
|
|
(206
|
)
|
|
|
(191
|
)
|
|
|
1,108
|
|
|
|
(207
|
)
|
|
|
(546
|
)
|
Net income (loss) attributable to Tsakos Energy Navigation Limited
|
|
$
|
158,217
|
|
|
$
|
33,527
|
|
|
$
|
(37,462
|
)
|
|
$
|
(49,263
|
)
|
|
$
|
(89,496
|
)
|
Effect of preferred dividends
|
|
|
(13,437
|
)
|
|
|
(8,438
|
)
|
|
|
(3,676
|
)
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Tsakos Energy Navigation Limited common stockholders
|
|
$
|
144,780
|
|
|
$
|
25,089
|
|
|
$
|
(41,138
|
)
|
|
$
|
(49,263
|
)
|
|
$
|
(89,496
|
)
|
Per Share Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share, basic
|
|
$
|
1.69
|
|
|
$
|
0.32
|
|
|
$
|
(0.73
|
)
|
|
$
|
(0.92
|
)
|
|
$
|
(1.94
|
)
|
Earnings (loss) per share, diluted
|
|
$
|
1.69
|
|
|
$
|
0.32
|
|
|
$
|
(0.73
|
)
|
|
$
|
(0.92
|
)
|
|
$
|
(1.94
|
)
|
Weighted average number of shares, basic
|
|
|
85,827,597
|
|
|
|
79,114,401
|
|
|
|
56,698,955
|
|
|
|
53,301,039
|
|
|
|
46,118,534
|
|
Weighted average number of shares, diluted
|
|
|
85,827,597
|
|
|
|
79,114,401
|
|
|
|
56,698,955
|
|
|
|
53,301,039
|
|
|
|
46,118,534
|
|
Dividends per common share, paid
|
|
$
|
0.24
|
|
|
$
|
0.15
|
|
|
$
|
0.15
|
|
|
$
|
0.50
|
|
|
$
|
0.60
|
|
Cash Flow Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
234,409
|
|
|
|
106,971
|
|
|
|
117,923
|
|
|
|
60,862
|
|
|
|
45,587
|
|
Net cash used in investing activities
|
|
|
(174,754
|
)
|
|
|
(254,307
|
)
|
|
|
(144,437
|
)
|
|
|
(42,985
|
)
|
|
|
(69,187
|
)
|
Net cash provided by (used in) financing activities
|
|
|
27,914
|
|
|
|
187,206
|
|
|
|
44,454
|
|
|
|
(49,288
|
)
|
|
|
(77,329
|
)
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Balance Sheet Data (at year end)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
289,676
|
|
|
$
|
202,107
|
|
|
$
|
162,237
|
|
|
$
|
144,297
|
|
|
$
|
175,708
|
|
Cash, restricted
|
|
|
15,330
|
|
|
|
12,334
|
|
|
|
9,527
|
|
|
|
16,192
|
|
|
|
5,984
|
|
Investments
|
|
|
1,000
|
|
|
|
1,000
|
|
|
|
1,000
|
|
|
|
1,000
|
|
|
|
1,000
|
|
Advances for vessels under construction
|
|
|
371,238
|
|
|
|
188,954
|
|
|
|
58,521
|
|
|
|
119,484
|
|
|
|
37,636
|
|
Vessels, net book value
|
|
|
2,053,286
|
|
|
|
2,199,154
|
|
|
|
2,173,068
|
|
|
|
2,088,358
|
|
|
|
2,194,360
|
|
Total assets
|
|
|
2,900,697
|
|
|
|
2,699,097
|
|
|
|
2,483,899
|
|
|
|
2,450,884
|
|
|
|
2,535,337
|
|
Long-term debt, including current portion
|
|
|
1,400,094
|
|
|
|
1,418,336
|
|
|
|
1,380,298
|
|
|
|
1,442,427
|
|
|
|
1,515,663
|
|
Total stockholders equity
|
|
|
1,415,072
|
|
|
|
1,177,912
|
|
|
|
997,663
|
|
|
|
926,840
|
|
|
|
919,158
|
|
Fleet Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average number of vessels
|
|
|
49.2
|
|
|
|
49.0
|
|
|
|
47.5
|
|
|
|
47.9
|
|
|
|
47.8
|
|
Number of vessels (at end of period)
|
|
|
49.0
|
|
|
|
50.0
|
|
|
|
48.0
|
|
|
|
46.0
|
|
|
|
48.0
|
|
Average age of fleet (in years)(2)
|
|
|
8.5
|
|
|
|
7.7
|
|
|
|
7.1
|
|
|
|
6.5
|
|
|
|
7.0
|
|
Earnings capacity days(3)
|
|
|
17,970
|
|
|
|
17,895
|
|
|
|
17,339
|
|
|
|
17,544
|
|
|
|
17,431
|
|
Off-hire days(4)
|
|
|
376
|
|
|
|
406
|
|
|
|
385
|
|
|
|
889
|
|
|
|
502
|
|
Net earnings days(5)
|
|
|
17,594
|
|
|
|
17,489
|
|
|
|
16,954
|
|
|
|
16,655
|
|
|
|
16,929
|
|
Percentage utilization(6)
|
|
|
97.9
|
%
|
|
|
97.7
|
%
|
|
|
97.8
|
%
|
|
|
94.9
|
%
|
|
|
97.1
|
%
|
Average TCE per vessel per day(7)
|
|
$
|
25,940
|
|
|
$
|
19,834
|
|
|
$
|
16,957
|
|
|
$
|
16,430
|
|
|
$
|
15,203
|
|
Vessel operating expenses per ship per day(8)
|
|
$
|
7,933
|
|
|
$
|
8,209
|
|
|
$
|
7,651
|
|
|
$
|
7,756
|
|
|
$
|
7,633
|
|
Vessel overhead burden per ship per day(9)
|
|
$
|
1,212
|
|
|
$
|
1,175
|
|
|
$
|
1,196
|
|
|
$
|
1,180
|
|
|
$
|
1,188
|
|
(1)
|
Vessel operating expenses are costs that vessel owners typically bear, including crew wages and expenses, vessel supplies and spares, insurance, tonnage tax, routine repairs and maintenance, quality and safety costs and
other direct operating costs.
|
(2)
|
The average age of our fleet is the age of each vessel in each year from its delivery from the builder, weighted by the vessels deadweight tonnage (dwt) in proportion to the total dwt of the fleet for
each respective year.
|
(3)
|
Earnings capacity days are the total number of days in a given period that we own or control vessels.
|
(4)
|
Off-hire days are days related to repairs, dry-dockings and special surveys, vessel upgrades and initial positioning after delivery of new vessels. In 2012, excluding
La Prudencia
and
La Madrina,
which
were unemployed during most of the year being held for sale, off-hire days for the rest of the fleet were 337.
|
(5)
|
Net earnings days are the total number of days in any given period that we own vessels less the total number of off-hire days for that period.
|
(6)
|
Percentage utilization represents the percentage of earnings capacity days that the vessels were actually employed, i.e., net earnings days as a percentage of earnings capacity days. In 2012, excluding
La Prudencia
and
La Madrina,
which were unemployed during most of the year being held for sale, percentage utilization was 98%.
|
(7)
|
The shipping industry uses time charter equivalent, or TCE, to calculate revenues per vessel in dollars per day for vessels on voyage charters. The industry does this because it does not commonly express charter rates
for vessels on voyage charters in dollars per day. TCE allows vessel operators to compare the revenues of vessels that are on voyage charters with those on time charters. TCE is a non-GAAP measure. For vessels on voyage charters, we calculate TCE by
taking revenues earned on the voyage and deducting the voyage expenses (bunker fuel, port expenses, canal dues, charter commissions) and dividing by the actual number of voyage days. For vessels on bareboat charter, for which we do not incur either
voyage or operation costs, we calculate TCE by taking revenues earned on the charter and adding a representative amount for vessel operating expenses. TCE differs from average daily revenue earned in that TCE is based on revenues after voyage
expenses and does not take into account off-hire days.
|
4
Derivation of time charter equivalent per day (amounts in thousands except for days and per day
amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Voyage revenues
|
|
$
|
587,715
|
|
|
$
|
501,013
|
|
|
$
|
418,379
|
|
|
$
|
393,989
|
|
|
$
|
395,162
|
|
Less: Voyage expenses
|
|
|
(131,878
|
)
|
|
|
(154,143
|
)
|
|
|
(132,999
|
)
|
|
|
(124,012
|
)
|
|
|
(141,446
|
)
|
Add: Representative operating expenses for bareboat charter ($10,000 daily)
|
|
|
560
|
|
|
|
|
|
|
|
2,110
|
|
|
|
3,660
|
|
|
|
3,650
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time charter equivalent revenues
|
|
|
456,397
|
|
|
|
346,870
|
|
|
|
287,490
|
|
|
|
273,637
|
|
|
|
257,366
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings days
|
|
|
17,594
|
|
|
|
17,489
|
|
|
|
16,954
|
|
|
|
16,655
|
|
|
|
16,929
|
|
Average TCE per vessel per day
|
|
$
|
25,940
|
|
|
$
|
19,834
|
|
|
$
|
16,957
|
|
|
$
|
16,430
|
|
|
$
|
15,203
|
|
(8)
|
Vessel operating expenses per ship per day represents vessel operating expenses divided by the earnings capacity days of vessels incurring operating expenses. Earnings capacity days of vessels on bareboat or
chartered-in have been excluded.
|
(9)
|
Vessel overhead burden per ship per day is the total of management fees, management incentive awards, stock compensation expense and general and administrative expenses divided by the total number of earnings capacity
days.
|
Ratio of Earnings to Fixed Charges and Preference Dividends
The following table sets forth our ratio of earnings to fixed charges and preference dividends for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2015
|
|
|
2014
|
|
|
2013
(2)
|
|
|
2012
(2)
|
|
|
2011
(2)
|
|
Ratio of earnings to fixed charges and preference dividends
(1)
|
|
|
4.1x
|
|
|
|
1.6x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
For purposes of calculating the ratios of earnings to fixed charges and preference dividends (none in 2012 and 2011):
|
|
|
|
earnings consist of net income (loss) before minority interest plus interest expensed and amortization of loan fees and capitalized interest;
|
|
|
|
fixed charges represent interest expensed and capitalized, the interest portion of charter hire expense, and amortization of loan fees and capitalized interest; and
|
|
|
|
preference dividends refers to the amount of net income (loss) that is required to pay the cash dividends on outstanding preference securities and is computed as the amount of (x) the dividend divided
by (y) the result of 1 minus the effective applicable income tax rate.
|
(2)
|
The ratio of earnings to fixed charges and preference dividends (none in 2012 and 2011) for this period was less than 1.0x. The deficiency in earnings to fixed charges and preference dividends for the years ended
December 31, 2013, 2012 and 2011 was approximately $42.8 million, $49.5 million and $90.1 million, respectively.
|
Capitalization
The following table sets forth our (i) cash and cash equivalents, (ii) restricted cash and (iii) consolidated
capitalization as of December 31, 2015 on:
|
|
|
as adjusted basis giving effect to (i) debt repayments of $76.1 million, (ii) the payment of newbuilding installments of $29.9 million, (iii) the payment of $4.0 million of preferred share dividends,
(iv) debt drawdowns of $105.8 million, and (v) our repurchase of 1,187,089 of our common shares for an aggregate of $6.7 million, all of which occurred after December 31, 2015 and as of the date of this Annual Report.
|
5
Other than these adjustments, there has been no material change in our capitalization from debt
or equity issuances, re-capitalization or special dividends between December 31, 2015 and April 5, 2016.
This table should be
read in conjunction with our consolidated financial statements and the notes thereto, and Item 5. Operating and Financial Review and Prospects, included elsewhere in this Annual Report.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2015
|
|
In thousands of U.S. Dollars
|
|
Actual
|
|
|
Adjustments
|
|
|
Adjusted
|
|
|
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
Cash
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
289,676
|
|
|
|
(68,361
|
)
|
|
|
221,315
|
|
Restricted cash
|
|
|
15,330
|
|
|
|
(6,472
|
)
|
|
|
8,858
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cash
|
|
|
305,006
|
|
|
|
(74,833
|
)
|
|
|
230,173
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitalization
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term secured debt obligations (including current portion)
|
|
$
|
1,400,094
|
|
|
|
29,740
|
|
|
|
1,429,834
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred shares, $1.00 par value; 15,000,000 authorized and 2,000,000 Series B Preferred Shares and 2,000,000 Series C Preferred
Shares and 3,400,000 Series D Preferred Shares issued and outstanding at December 31, 2015 on an actual and as adjusted basis
|
|
|
7,400
|
|
|
|
|
|
|
|
7,400
|
|
Common shares, $1.00 par value; 185,000,000 shares authorized; 87,338,652 shares issued and outstanding at December 31, 2015 on an
actual basis and 87,338,652 shares issued and 86,151,563 shares issued and outstanding on an as adjusted basis
|
|
|
87,339
|
|
|
|
(1,187
|
)
|
|
|
86,152
|
|
Additional paid-in capital
|
|
|
752,001
|
|
|
|
(5,560
|
)
|
|
|
746,441
|
|
Accumulated other comprehensive loss
|
|
|
(10,727
|
)
|
|
|
|
|
|
|
(10,727
|
)
|
Retained earnings
|
|
|
567,464
|
|
|
|
(3,969
|
)
|
|
|
563,495
|
|
Non-controlling interest
|
|
|
11,595
|
|
|
|
|
|
|
|
11,595
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
1,415,072
|
|
|
|
(10,716
|
)
|
|
|
1,404,356
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capitalization
|
|
$
|
2,815,166
|
|
|
|
19,024
|
|
|
|
2,834,190
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reasons For the Offer and Use of Proceeds
Not Applicable.
General Market
OverviewWorld Oil Demand / Supply and Trade (Howe Robinson)
All of the statistical data and other information presented in
this section entitled General Market OverviewWorld Oil Demand / Supply and Trade, including the analysis of the various sectors of the oil tanker industry, has been provided by Howe Robinson Partners (UK) Ltd (Howe
Robinson). Howe Robinson has advised that the statistical data and other information contained herein are drawn from its database and other sources. In connection therewith, Howe Robinson has advised that: (a) certain information in Howe
Robinsons database is derived from estimates or subjective judgments; (b) the information in the databases of other maritime data collection agencies may differ from the information in Howe Robinsons database; and (c) while
Howe Robinson has taken reasonable care in the compilation of the statistical and other information and believes it to be accurate and correct, data compilation is subject to limited audit and validation procedures.
General Market Overview
(All text, data and charts
provided by Howe Robinson)
6
World Oil Demand/Supply and the Tanker Market
The tanker market enjoyed its highest earnings in over seven years in 2015, benefitting directly from lower oil prices. The sharp decline in the price of oil
since the second half of 2014 was this time driven by a global crude oversupply, rather than a decline in demand which was the driver behind the last sharp drop in oil prices during the financial crisis of 2008-2009. The crude surplus and low oil
prices of 2015 triggered a multitude of beneficial demand factors for the tanker market which included record consumption growth in some parts of the world, strategic and commercial crude and oil product stockbuilding demand, floating storage plays,
exceptionally high refining runs, infrastructure bottlenecks leading to vessel delivery delays and many more. The added demand for tanker tonnage also allowed tanker owners to hold on to the benefit of the lower cost of bunker fuels (which are
highly correlated with crude oil). Furthermore, this strong upward shift in tanker demand occurred during a year of low fleet growth in most sectors, which allowed for freight rates to rise sharply.
Brent crude lost approximately 77% of its value from its $115/bbl peak in June 2014 to a low of just above $26/bbl in mid-January 2016. Despite a temporary
resurgence in both Brent and WTI prices during Q2-2015, at the end of June world powers and Iran reached an agreement that would see sanctions soon lifted on the country which, combined with rising crude supply elsewhere, triggered a pronounced
sell-off that tailed off into 2016. US crude production remained unexpectedly high, while OPECs two largest members, Saudi Arabia and Iraq, boosted their combined production by over 1 million bpd over the year. Concerns of a weakening
Chinese economy has also brought the price of oil under pressure, particularly in August 2015, as oil prices traded below $40/bbl for the first time since early 2009 and again in late December after periods of high volatility on the Shanghai Stock
Exchange. The lifting of sanctions on Iran became effective in mid-January 2016, eventually pushing prices down further to bottom out below $30/bbl.
Global Oil Prices and WTI-Brent Differential
7
WTI switched to trade at a premium to Brent during the last days of 2015, following the lifting of the 40-year
old US crude export ban. As a slightly higher quality crude in terms of API gravity and sulphur content, WTI should logically trade at a premium to Brent, but its landlocked nature amid booming domestic production has led it to trade at a discount
since the so-called shale revolution. The WTI discount to Brent has been re-established as the US crude has yet to emerge as a major export grade. Export infrastructure in the US Gulf coast, the natural crude export hub for US crude,
falling US crude production, and a lack of demand amid the ongoing crude surplus has limited US crudes global reach and has for now kept it largely landlocked. Possible crude export markets for US crude could be Latin America, particularly
Venezuela for blending purposes, Europe where it could compete with light, sweet West African crude and potentially Asia where both US condensate and some very high quality crude can be used for condensate splitting. The greater the export demand
for the crude, the more WTI will appreciate in value relative to other grades. US domestic refineries, however, would prefer for the WTI discount to remain to continue providing them with a feedstock cost advantage relative to their international
competitors.
The IEA estimates that the crude oversupply in 2015 averaged 2m bpd, with a global crude stockbuilding rate estimated at around
1.4 million bpd (all IEA data captured last from the February 2016 report). Stocks in some areas approached near capacity; for example in Cushing, US, stocks rose to 64.2 million bbls only 0.8 million bbls below the operational
capacity of the Cushing storage facilities. Stocks in other areas, notably China and India, were expanded as part of a long-term strategic plan but the low crude prices also helped to encourage that strategic and other commercial stockbuilding. As
of the February update, the IEA is estimating that the crude surplus will remain at around 2 million bpd in Q1-2016, fall to 1.5 million bpd in Q2-2016 and then sharply narrow in the second half of the year to average 0.3 million bpd
leaving the year with an average surplus of approximately 1 million bpd.
Total OECD crude stocks reached 1,119.3 million barrels at the
end of 2015, nearly a 15% year-on-year increase from 2014. The largest build was witnessed in the OECD Americas where stocks built by 93.2 million bbls. Stocks in OECD Europe rose by 36.5 million bbls and by 25 million bbls in OECD
Asia Oceania. Middle distillate stocks rose by 87 million bbls in all OECD regions, the largest gain was in Europe but this was closely followed by the Americas, amid slowing global demand growth for the fuel and high output from refiners who
raised their products output in order to capture firmer gasoline margins but leaving large surpluses of middle distillates to be stockpiled. Gasoline stocks were the only type to fall year-on-year as demand growth accelerated - since the primary
buyers of gasoline are individual consumers for passenger car use this makes the fuel much more elastic (i.e. demand will respond to lower prices) than gasoil, which relates more to industrial demand. OECD fuel oil stocks also rose by a smaller
16.4 million bbls.
In 2015, Chinese stockbuilding reached its highest level yet at an average of 670,000 bpd for the year. This jump in
stockbuilding activity was attributable to a one-time build in refinery stocks after the government issued a rule whereby refineries had to maintain crude oil inventories of at least 15 days when international crude prices are below $130/bbl and at
least 10 days of inventory when prices exceed $130/bbl. This boosted stockbuilding activity by approximately 200,000 bpd, while the remainder of stockbuilding was for commercial facilities and SPRs that came online during the year. Months of very
strong imports during the year marked moments when stockbuilding took place, notably Chinese crude imports rose to a record 7.89m bpd in December. However, imports only two months prior were more than 1.5 million bpd less at 6.26 million
bpd in October, highlighting the powerful effect that stockbuilding has on Chinese crude import levels and, by extension, crude tanker demand.
OPEC
production rose by 1.07 million bpd in 2015 as the organization agreed in November 2014 and re-affirmed in June 2015 not to cut production to lift prices. At the most recent OPEC bi-annual meeting in December 2015 the organization decided to
forgo a production ceiling altogether as they welcomed back Indonesia and as the uncertainty surrounding Iranian production growth following the lifting of sanctions raised questions over the correct level of the ceiling. This decision was largely
viewed as symbolic as OPEC had been pumping well above its 30 million bpd ceiling for many months. Recently, Saudi Arabia, Bahrain, Venezuela, Qatar and Russia agreed to freeze production at January 2016 levels which, at the time of writing,
has done little to stifle a rise in oil prices as oil production from those countries was not expected to rise much above January 2016 levels anyway in the year, or in some cases was expected to even fall. Iran and Iraq have so far not committed to
an output freeze.
8
Iraq accounted for over 60% of production growth among the OPEC countries, despite ongoing violence in the
northwest. Iraqi output rose by approximately 660,000 bpd to reach an average output of 3.99 million bpd for 2015 but production had climbed month on month to 4.3 million bpd by December 2015. The jump in Iraqi production was driven by two
developments. First, the benchmark Basrah crude was split into a Heavy and Light grade in May which improved the consistency of the oil Iraq sent to its customers and enabled a rise in the Heavy stream outflow. Second, with support from improved
pipeline infrastructure and greater autonomy, production from the autonomous Kurdistan region grew from an average of 200,000 bpd in 2012 and 2013 to average 550,000 bpd in 2015. Saudi Arabia was the second-largest contributor to OPEC production
growth with output rising year-on-year by 450,000 bpd in 2015. The UAE and Angola were the only other OPEC members (apart from Iran) to boost year-on-year output, by 100,000 bpd and 120,000 bpd respectively.
Production fell relatively minimally for most of other OPEC members. Algeria and Indonesia continue to experience a long-term decline in their output, while
internal disruptions caused Nigeria production to fall by 100,000 bpd year-on-year. Output in Libya rose temporarily at the start of March 2015 to over 500,000 bpd but fell only a couple of months later following the closure of the eastern port of
Zueitina while nearly all the countries export infrastructure remains closed or is under force majeure in early 2016. Kuwaiti production fell by only 20,000 bpd, but was lower throughout the year due in part to the shut in of the 500,000 bpd
Neutral Zone production that the Emirate shares with Saudi Arabia following a dispute over its development.
At the end of June 2015, Iran and the P5+1
negotiating countries came to a final agreement to end international sanctions on Iran given that they fulfilled a number of nuclear neutralizing requirements. After fulfilling those requirements, international sanctions were effectively lifted in
mid-January 2016, however US sanctions tied to non-nuclear related issues remain on a number of Iranian entities and individuals. Subsequently, Iran has vehemently promised to boost crude output by 500,000 bpd within months of sanctions being lifted
in the hopes of restoring output to pre-sanction levels of just below 4 million bpd from a 2015 average of 2.86 million bpd. The IEA expects Iranian output to rise by around 600,000 bpd in 2016, further boosting OPECs market share as
non-OPEC output is projected to fall this year.
Non-OPEC production demonstrated its resilience in the face of tumbling oil prices as output only began
to show steady declines after peaking in October 2015 at 57.89 million bpd. Output in major non-OPEC producing nations is now expected to fall by approximately 600,000 bpd in 2016 after rising by 1.4 million bpd in 2015. However, the
forecasted decline in non-OPEC production will be more than offset by an expected rise in OPEC production driven by Iran. OPEC production is expected to rise by more than 700,000 bpd in 2016, leaving total global crude production relatively
flat year-on-year at 96.5 million bpd - roughly 100,000 bpd higher than 2015 output. On the other hand, the IEA expects demand growth to average 1.2 million bpd in 2015, down from 1.6 million bpd last year, which leaves the 2016
average crude surplus at around 1 million bpd, as previously mentioned.
US crude output peaked in April 2015 at 13.24 million bpd, and averaged
12.92 million bpd for the year. Output in the US is expected to fall by about 500,000 bpd this year as the resilient US oil industry, populated by many independent producers, only began to see consecutive month-on-month declines at the very end
of 2015. Buoyant production from the US Gulf of Mexico delayed the fall in total US production; output in the Gulf of Mexico rose by 142,000 bpd in 2015 with similar growth expected again this year. By mid-January 2016 the total number of active
rigs in the US stood at 515, 68% below the peak in October 2014. Meanwhile production from new wells drilled has fallen to less than 240,000 bpd which is behind legacy declines of more than 350,000 bpd. The lifting of the crude export ban is not
expected to lead to a rise in US crude production for export while global oil prices remain low and there is a persistent oversupply. The decline in US crude production, however, is expected to boost seaborne imports into the country. The small and
entrepreneurial independent producers that characterize much of the US shale oil industry are likely to boost output again at the first sign of a rise in oil prices which makes a large part of US production very elastic.
Conversely, Canadian production is expected to rise in 2016 by 100,000 bpd, 20,000 bpd more than it rose in 2015, to reach 4.46 million bpd as fields and
projects invested in years ago come to fruition. However, investment in the region, and therefore output in the longer term, has plunged due to the very high cost nature of
9
in-situ bitumen and oil sands production. In addition, Canadian oil prospects have been further inundated by the blocking of the 830,000 bpd Keystone XL pipeline by President Obama in 2015 and
further delays and public concern over the 1.1 million bpd Energy East pipeline, 890,000 bpd Trans Mountain pipeline and the 520,000 bpd Northern Gateway pipeline projects.
Despite grappling with a combination of economic sanctions and low oil prices, Russian production rose year-on-year by 150,000 bpd in 2015 to reach a
post-Soviet record of 10.73 million bpd, but its pace of supply growth is expected to slow in 2016. Reportedly, the Russian oil industry is able to keep functioning with the recent low oil prices, however, government income has felt a sharper
pinch. An ongoing debate for raising export levies and crude extraction taxes on production to bolster the national budget may reduce the countrys oil output according to some commentators. North Sea production also remained resilient in 2015,
production from Norway and the UK rose by a combined 140,000 bpd in 2015 after reaching a peak of 3.03 million bpd in Q4-2015 although the region is drilling new wells at a 50-year low. Production is now expected to fall going forward,
it is estimated that successive declines this year will leave output averaging 2.82 million bpd. The North Sea oil industry has been hit hard by the plunge in oil prices, with a recent report estimating that 150 oil platforms (25%) could
be lost in UK waters within the next 10 years; unless the industry adapts it could see these fields shut down permanently. Finally, despite a national oil workers protest at the end of the year, Brazilian production rose almost 200,000 bpd to
2.53 million bpd by virtue of a rise in output at the offshore Lula pre-salt field by 200,000 bpd to 380,000 bpd throughout the year. However, the state-owned oil company Petrobras cut its capital spending projections by 25% for the 2015-2019
period at the start of 2016, warning that production may not grow as expressed previously due to the continued low oil price and the devaluation of the nations currency.
Global Oil Supply and Demand YoY Growth
The drop in oil prices during 2015 was welcomed by consumers as year-on-year demand growth almost doubled in 2015 compared
to 2014 from 0.88 million bpd to 1.61 million bpd. Due to the price sensitivity of gasoline as an end-consumer product, as opposed to middle distillates which are driven by stickier industrial consumption, the transportation fuel
experienced the largest demand growth in many parts of the world. As the price of oil slipped throughout the year, demand likewise accelerated particularly during Q3-2015 when it stood at 95.38 million bpd over 2 million bpd higher
than in the same period of 2014. This was a result of a very robust
10
US summer driving season where US drivers drove a record 280 billion miles in July, in addition to vigorous gasoline demand growth in China, India, and elsewhere. The fall in crude prices also
widened refining margins, leading many refineries to delay maintenance and thus keep refining demand for crude abnormally high throughout the year even if this has translated into a building of undesirable middle distillate stocks.
Indian oil demand growth overtook that of China in 2015, expanding at a pace of 5.8% versus 5.3% for China to levels of 3.98m bpd and 11.18 million bpd
respectively. Demand in India is expected to rise by a similar percentage this year, while Chinese oil demand growth is expected to fall below 3%. A weak monsoon season during Q3-2015 aided diesel demand in India, while Indias total products
demand reached a five-month high in October with the onset of the festival season pushing passenger car sales to jump by 22%. Meanwhile, a slowdown in Chinese industrial growth has seen diesel demand rise by only 14,000 bpd, or 0.4%, compared to a
rise in gasoline consumption of 193,000 bpd, or 8.6%, as the economy becomes increasingly consumer driven.
In the wake of low oil prices, many countries
took advantage of this position to either reduce subsidies or increase environmental disincentives for oil consumption as the low oil price reduced clean energys cost competitiveness and induced heavy oil demand growth that if left unabated
could cause serious pollution damage. These measures can be considered as artificial demand caps, reducing otherwise natural demand growth. Some examples include a handful of Mideast Gulf countries (Saudi Arabia, Bahrain, the UAE) reducing their
generous fuel subsidies to bring relief to their strained budgets, India and Indonesia sharply reducing or completely removing fuel subsides, China imposing a freeze on fuel prices when crude oil falls below $40/bbl, India banning new luxury diesel
vehicles in Delhi and imposing a green tax on commercial vehicles in the city and more recently Venezuela relaxing its heavy fuel subsidies. The IEA advises that the expected demand growth risk is tilted towards the downside amid weak emerging and
oil producing nation economies and an expected steady rise in oil, and fuel, prices as the year progresses. That being said, other industry watchers have a more optimistic view and it would not be the first time early year forecasts would prove
overly pessimistic.
Chinese oil demand rose to an average of 11.18 million bpd this past year, an increase of 570,000 bpd or approximately 5.3% from
2014. This outpaced demand growth in 2014 of 300,000 bpd, but is in line with recent annual growth of 3-5% since growing by 11% in 2010 and at similar levels in prior years. Demand is expected to slow in 2016 to a growth rate of 3%, reflecting
decelerating GDP growth and a number of government efforts (mentioned previously as artificial demand caps) that are stemming oil demand growth in an effort to reduce pollution. Chinese refining capacity expanded by approximately 650,000 bpd in
2015, this comprised of three state-owned refineries each totaling 100,000 bpd and 350,000 bpd of teapot expansions. Most Chinese refinery expansions in 2016 have been delayed as refiners instead focus on upgrading capacity to meet the 2017 change
in domestic fuel specifications to the China 5 standard and amid a domestic fuel glut that has seen product exports surge towards the end of the year.
An
important development this past year worth mentioning is independent, or teapot, refineries being given the ability to process and directly import crude in place of fuel oil. A reported total of 12 independent refiners have been given crude
processing quotas by February 2016 totaling just over 1 million bpd, while most have also been allocated direct crude import quotas. In order to receive these quotas the independent refiners had to reduce inefficient capacity, build a certain
level of stocks, and comply with other efficiency-promoting requirements. The independent refiners constitute a new source of crude demand, but they are at the mercy of reduced fuel oil demand as fuel oil was their previous feedstock, and will
therefore add to Chinese crude demand this year as they did at the latter end of 2015. However, independent refineries have a lower utilization on average than their state-owned counterparts, despite utilization with crude oil feedstock an
improvement from fuel oil, and so it is doubtful that the full quotas will be utilized.
11
Chinese Crude Imports and Stock Building
In their February 2016 update the IMF has estimated global GDP growth for 2015 at 3.0%, reducing it from earlier forecasts
of 3.3% amid an uneven and modest recovery in advanced economies and a challenging outlook for emerging economies. In tune with expectations for growth in 2014, the IMF restated that risks remain tilted to the downside with a rebalancing of
Chinas economy, lower commodity prices, a slowdown among emerging countries and the slow, yet fragile, exit of accommodative monetary policy by the US as most other advanced economies look instead towards easing monetary conditions.
12
GDP and Oil Demand Growth vs. Tanker Earnings
Growth in emerging and developing markets declined for the fifth consecutive year, with many of those economies drawing a
large portion of their finances from commodities, while advanced economies continued to embark on a slow recovery. The fall in oil prices driven by the oversupply should supposedly support global demand as a result of the higher propensity to spend
in oil importing countries relative to oil exporting countries, but a number of factors have reduced the otherwise positive impact. The IMF cited financial woes in many oil exporters limiting their ability to smoothen the shock of the drop in oil
prices, leading to a significant fall in their domestic demand. The fall in oil price has sharply reduced an entire industrys level of investment, itself a contribution to global demand growth. The IMF expects global GDP growth to pick up to
3.4% in 2016 and 3.6% in 2017. In the long term, the lower for longer oil price phenomenon has reduced oil industry investment to a point where the global economy could witness skyrocketing oil prices later down the line.
13
Crude Tanker Tonne-Miles and Select Crude Imports
14
As importing regions, China and India continued to be the driving force behind crude ton-mile demand growth. The approximate
540,000 bpd year-on-year rise in Chinese seaborne volumes in 2015 came from a combination of Middle Eastern, east coast South American and Russian volumes (only a small portion of the rise in total Russian flows was non-seaborne). Saudi Arabia only
met 4% of Chinas increase in crude appetite last year, with Kuwait, Iraq and Oman gaining more of a foothold boosting their shipments by 80,000 bpd, 70,000 bpd and 50,000 bpd respectively. Russian exports to the far eastern nation rose by an
equivalent amount to Middle Eastern volumes (excluding Saudi Arabia) this was in large part due to rising Kozmino ESPO crude loadings and Chinas independent refineries healthy appetite for the grade. Previously limited to
Aframaxes, the Kozmino export terminal began loading Suezmaxes in November 2015 with loadings at the terminal reportedly climbing more than 20% year-on-year. Generating the greatest boost in ton-mile growth, however, would be the 140,000 bpd
year-on-year gain in east coast South America flows to China which was wholly provided for by Brazil as Argentinean flows remained flat at 10,000 bpd. The greatest annual fall in volumes occurred from West Africa, a fall of 90,000 bpd, due to a
decline in imports from Angola, Congo, Equatorial Guinea and Nigeria as Europe took more West African crude to feed their surge in refining runs but also as West Africa struggled to sell their crude amid the global oil glut.
15
The rise in Indian ton-miles was a result of increased flows from Mexico, Saudi Arabia and West Africa but
mileage growth was certainly impeded by a 90,000 bpd year-on-year fall in volumes from the Caribs in 2015. Overall, Indian crude imports grew only 2% year-on-year to 3.92 million bpd, but in 2014 import volumes actually fell year-on-year and so
2015 volumes were less than 1% or 20,000 bpd higher than in 2013. A lack of new Indian refining capacity was behind the low growth in crude volumes flowing into India, the 300,000 bpd Paradip refinery was scheduled to come online in 2015, after
being delayed from 2013, but is now coming online in March 2016. The refinery is expected to take 60% Mexican Mayan crude, but is also thought to be capable of taking West African grades. India was a consistent buyer of West African crudes,
particularly as they were depressed this year with a number of cargoes leftover at the end of each month attracting favorable discounts. India was also a strong buyer of Iraqi volumes, the countrys imports from Basrah rose by 170,000 bpd as
reportedly the 9.7 million bbl Visakhapatnam SPR on the western coast of the country was filled with predominantly Iraqi crude.
2015 saw also a
noticeable pick up in European crude ton-mile demand growth as refiners there greatly benefitted from the fall in crude prices relative to the pick-up in products demand. The EU28 seaborne volumes rose almost 6% to 9.38 million bpd while
Russian pipeline volumes to the region only rose by 70,000 bpd. European refining runs rose by just under 700,000 bpd with the surge in refining margins bringing long-awaited relief to the regions ailing downstream sector. The 510,000 bpd rise
in seaborne imports was predominantly due to a rise in flows from the Middle East Gulf, the Eastern Mediterranean and West Africa. Iraqi flows into the EU28 rose by an astounding 270,000 bpd as volumes from Libya and Saudi Arabia waned. Angola was
the primary benefactor in West Africa from the boost in runs, while in the East Mediterranean the EU28 took 120,000 bpd of more crude from Azerbaijan and in Latin America Mexico was the only country to see year-on-year export growth to the EU28 of
70,000 bpd.
Although US domestic production began to fall in 2015, seaborne imports continued to trend downwards, albeit at a slower pace than in 2014,
falling 200,000 bpd year-on-year. Imports from Canada to the US, however, continued to grow, to the detriment of seaborne volumes, rising by almost 200,000 bpd. Other rises in crude flows into the US were from Latin America, principally Colombia and
Ecuador, while imports continued to fall from the Mideast Gulf and West Africa although volumes from Iraq more than doubled in Q4-2015 to average 350,000 bpd while imports from Angola rose 60,000 bpd in Q3-2015 and another 30,000 bpd in Q4-2015.
Going forward, US seaborne imports are poised to rise as domestic output is expected to fall in 2016 while WTI could strengthen relative to Brent as domestic output falls.
2015 was an extraordinary year for crude flows by virtue of the immense oversupply, this however has only temporarily delayed the long-term trend of refinery
closures in major importing regions including Europe, Japan, and Australia in place of more efficient refineries in the Mideast Gulf and Asia. In the case of the Mideast Gulf, the area is expected to increasingly see higher value-added product
exports in place of crude exports. However, in the short-term refining runs in crude importing regions remain relatively supported by the continued low oil price and healthy oil demand. The healthy oil demand included stockbuilding activity, while
low oil prices also dramatically encouraged competitive and opportunistic buying and increased trading/blending activity, supporting ton-mile growth. Meantime, in line with long-term strategies, Asian crude buyers continue to widen their buying
palate away from the Mideast Gulf to longer-haul destinations, particularly Latin America, which supported crude tanker ton-mile growth.
16
US Oil Product Imports and Exports
Retail gasoline prices in the US have fallen by over 50% from July 2014, incentivizing Americans to drive a record 283.749
billion miles in July 2015. Consequently, US gasoline imports during the third quarter were 747,000 bpd, almost 40% higher than during the same period last year despite domestic refineries running at full capacity. There were also slight upticks in
distillate and kerosene imports in 2015 compared to 2014, which was aided by cold winter weather in Q1-2015 despite refineries shoveling significant amounts into storage towards the end of the year as the warmer than usual winter weather in Q4-2015
did not generate enough demand growth. Despite Europe being inundated by diesel imports from the Middle East, Russia and Asia along with their own surging output due to high refining runs the US managed to also boost distillate exports
to the region, however at the start of 2016 the arbitrage had come under increasing pressure due to an oversupply of distillates on both sides of the Atlantic.
Perhaps the most notable event of the past year for the US downstream sector occurred at the end of 2015 with the lifting of the US crude export ban. The
refining industry has been against a lifting of the crude ban as it would make US crude grades exportable, thereby removing their landlocked discount propagated by the US shale revolution and eroding US refiners advantageous
feedstock cost. As mentioned, WTI switched to trade at a premium to Brent for a few weeks following the lifting of the ban, but by the time of writing it had switched back to trade at a discount to Brent. Reasons for this include limited ability for
US crude exports to be realized due to insufficient export infrastructure, and an already oversupplied crude market and therefore little demand opportunity, while many US grades have a very light, sweet quality which makes it more likely to be sold
in smaller cargoes (in addition to export infrastructure limiting cargo size). Moreover, it is only reasonable to expect a decline in US refining runs in the case of a decline in US oil demand growth however this is not forecasted to be the
case yet. Oil demand in Latin America, to which the US sends most of its product exports, will also prevent a decline in runs. Therefore, it can be expected that the US will continue to see greater product exports in place of imports, as it has
since the shale oil revolution, although in the longer term US refineries will be subject to competition from the more efficient, modern refineries coming online in the Mideast Gulf and Asia.
17
Refining margins peaked in the summer, reaching an average of $9.75/bbl on the US Gulf coast in July and
$6.97/bbl in Europe their highest monthly averages since at least 2012. European refiners were particularly pleased after many months in recent years of negative margins in the region, as reported by the IEA. As a result, European refinery
autumn refinery maintenance fell to its lowest in nine years, averaging just over 200,000 bpd compared to a 2007-2013 average of almost 1m bpd. Autumn refinery maintenance was also reduced in 2014 to under 600,000 bpd. The two years of delays will
inevitably spell a very heavy maintenance period in the near future perhaps at a time when the market can least afford it, i.e. this could lead to a larger than usual reduction in European crude demand during autumn seasonal maintenance at a
time when the crude tanker market is weak.
The boost in margins has lent itself to temporarily relieve the long ailing and oversupplied European refining
sector, but the long-term reduction in capacity has not been avoided. Total is still planning to halve capacity at its 222,000 bpd Lindsey refinery in 2016, while despite union protests their 153,000 bpd La Mede refinery, outside Marseille, will be
converted into Frances first bio-refinery of 10,000 bpd and will stop refining crude oil at the end of 2016. ENI will also convert its 100,000 bpd Gela refinery in Sicily into a bio-refinery which is expected to be completed in 2016 with the
first production of biodiesel. Finally, it has recently been announced that Phillips 66 is again looking for a buyer for its 71,000 bpd Whitegate refinery on the south coast of Ireland, if no buyer is found it may close. In Australia, BP
closed the 102,000 bpd Bulwer refinery in Brisbane which leaves the country with four refineries at a combined capacity of 444,000 bpd, from a countrywide capacity of 844,000 bpd in 2003. In Asia, CPC closed the 220,000 bpd Kaohsiung refinery in
Taiwan which removed substantial gasoil supplies from the Asia-Pacific region. Finally, a long-term refinery reduction plan that continues apace is that of Japan. Petrobras closed their 100,000 bpd Nishihara refinery in 2015, while the country needs
to close another 400,000 bpd of capacity to reduce Japans total refining capacity to 3.45 million bpd under a government mandate to reconcile the downstream sector with dwindling domestic oil demand. To address the remaining 400,000 bpd
closures, Japans top refineries have announced merger plans with each other and streamlining of adjacent refineries.
Two giant refineries in the
Middle East Gulf came online nearly simultaneously during the summer of 2015, although both suffered some minor intermittent start-up problems. The two refineries boosted volumes for particularly LR tonnage out of the region destined for Europe,
Asia and Australia as the country became more reliant on product imports following the refinery closures. The two refineries were the 416,000 bpd Ruwais expansion in the UAE and the 400,000 bpd Yanbu Yasref refinery on the Red Sea. The Yanbu
refinery processes crude from a new oil field, thereby not reducing crude export volumes, and has become a major supplier of high specification diesel to Europe. Further expanding Middle Eastern refining muscle are two projects in Iran, the first
was a small 30,000 bpd expansion at the 320,000 bpd Bandar Abbas refinery at the end of 2015 while a new 300,000 bpd refinery is due in Q2-2015 also in Bandar Abbas called the Persian Gulf Star that will produce mainly gasoline, Irans only net
product import. NNPC, the state-owned Nigerian oil company, has also been eagerly expanding domestic refining capacity in an effort to cut the countrys product import bill. Three existing refineries, the 210,000 bpd Port Harcourt, 125,000 bpd
Warri and 110,000 bpd Kaduna refinery have however been plagued by a number of start-up problems for several months and so remain out of commission which will support product imports into the country from primarily Europe, but also the US.
High refinery output in the west, encouraged by lofty margins, kept the west in surplus of naphtha and continued to support the west/east naphtha trade. Arb
volumes, and freight demand, was particularly strong during the summer months, peaking in August just short of 2 million tons, as refineries in the west were running at near full capacity as margins reached their peaks for the year on the back
of strong gasoline demand. In September, arb volumes dropped sharply in part due to problems at some petrochemical facilities in the Far East, weaker gasoline margins and as seasonal maintenance in the Far East set in. Despite west/east naphtha arb
volumes climbing well above August highs of 2 million tons in January, the backlog of tonnage in the Middle East Gulf has prevented a similar strengthening in freight as it did in the summer. Far eastern demand for naphtha is expected to
continue coming from China as they add an estimated 296,000 bpd of reforming capacity this year to meet China 5 fuel standards by the start of 2017, while runs in the west are expected to remain relatively high
18
which will help to keep west/east arbitrage economics supported, although west/east naphtha, as always, remains in competition with LPG as an alternative feedstock and with regional condensate
splitting capacity in
Asia-Pacific.
World Tanker Fleet
VLCC fleet growth remained low in 2015, growing at a year-on-year rate of 2.8% after rising by 2.4% in 2014 and 2.1% in 2013. Years of consecutive low fleet
growth have enabled a more pronounced freight response to the recent changes in demand. Lower fleet growth in 2015 was attributable to a low level of additions at only 18 vessels while 3 VLCCs were removed from the trading fleet which were all
converted to floating storage units this is less than the 9 and 17 vessels that were removed in 2013 and 2014, respectively, as the tight market found employment for several older vessels while the buoyant market and dropping scrap steel
prices dissuaded scrapping. Slippage in 2015 was 25%, slightly less than the 2009-2014 average of 27.6%, as the well performing markets encouraged ships to be taken on time. The removal of the three floating storage units (FSUs) from the
fleet were under 20 years old with one under 10 years of age doing little to change the average age of the fleet, which currently stands at 19 years of age. As of the 1
st
of January
2016 there were 70 VLCCs scheduled for delivery for the year applying the average slippage of the past six years of 27.3% this would imply expected additions of 51 VLCCs into the fleet this year and expected removals of 7, pushing fleet
growth up to 6.7% - the highest since 2011. The current orderbook translates into heavy fleet growth over the next couple of years as well, with a reasonable expectation for heavy removals towards the end of the decade as many VLCCs turn over the
age of 20.
Suezmax fleet growth is also expected to have experienced its last consecutive year of low fleet growth of 1.4% after contracting in 2014 at a
rate of -0.2%. The low fleet growth this past year was due to a very low delivery figure of only 9 Suezmaxes against 3 removals, however for the second year in a row more than 10 orders were cancelled during the year. Excluding the cancellations,
slippage for 2015 was a low 10% compared to the 2009-2014 average of 43%. The average age of the 3 removed Suezmaxes was 18 years old, although one ship was less than 10 years old and was the only one not to be scrapped but converted into an FSU.
Considering the few deliveries made during the year the age of the fleet in fact rose by 1 year to average 9 years old as at the 1
st
of January 2016. Similar to the VLCC fleet growth outlook,
Suezmax fleet growth in 2016 is poised to jump markedly with 48 scheduled deliveries for 2016 as at the 1
st
of January 2016, using the slippage average since 2009 approximately 31 of the scheduled
deliveries are actually expected to deliver against 5 removals leaving fleet growth somewhere in the range of 6%. Suezmax fleet growth is expected to experience peak fleet growth come 2017 according to the orderbook, fleet growth will then ease from
there but likely not back to the lows seen in 2014 and 2015.
Aframax fleet growth in 2015 rose to 2.9% from -1.2% in 2014 on the back of relatively high
deliveries of 31 and very low removals compared to earlier years as the fleet had already cleared itself of older tonnage, although the average age of the fleet remains at 20 years as it was for end-2014. At the start of 2015 there were 45 Aframaxes
scheduled to deliver, of which 31 did deliver during the year, equating to a slippage rate of 26.2%. Nearly all the Aframax deliveries were fully coated. Four of the six Aframaxes that were removed were scrapped and averaged an age of 23, while the
remaining two were converted to an FSU and a heavy load carrier and together averaged an age of 23.5. Fleet growth is expected to accelerate in 2016 with 69 Aframaxes scheduled to deliver this year as at the 1
st
of January 2016, two thirds of which are fully coated, removals are also expected to trend back up to the long-term average as older tonnage remains especially after scrapping was delayed this year
to take advantage of the tight market, but it should be noted that the cut-off trading age for Aframaxes is more flexible than it is for VLCCs and Suezmaxes. Using the average slippage since 2009 of 31.9%, additions are expected to reach 47 with 15
vessels expected to be removed from the fleet in 2016. Overall, expected deliveries and removals will translate into an estimate fleet growth in 2016 of 3.6%, which will further accelerate come 2017 with 77 vessels scheduled to deliver that year as
at the 1
st
of January 2016. This past year saw a marked movement of coated vessels switching to trading Dirty Petroleum Product (DPP) from trading Clean Petroleum Product
(CPP), due to the attractive Aframax earnings. The percentage of the fleet trading DPP increased from ~32.5% at the
19
start of 2015 to over 35% at the end of the year. Approximately 21 vessels switched to dirty while 5 vessels cleaned up in 2015, equating to a net dirty up 16. So far in 2016 there have been a
net dirty up of 4 vessels as benchmark Aframax earnings have retained a slim lead over benchmark LR earnings.
Panamax fleet growth contracted by 2% in
2015, following a contraction of 1% in 2014, as only 3 vessels delivered during the year against removals of 11 vessels. All but one of the Panamaxes that were removed were scrapped, the remainder was converted to FSUs. two of the Panamaxes removed
were older than 30 years old, the average age of the total 11 Panamaxes removed from the fleet in 2015 was 24 years old the average age for the fleet is now just under 10 years. At the start of 2015 there were 11 Panamaxes on order, the
majority of which were fully coated, while only 2 fully coated and 1 uncoated Panamax delivered during the year which brings slippage to 66.7% compared to a 2009-2014 average of 42%. As at the 1
st
of January 2016, the orderbook for 2016 stood at 30 Panamaxes, 5 of which are uncoated, of this total it is estimated that 16 will deliver using average slippage since 2009 of 45.5% and as removals are easing off we expect positive fleet growth of
just under 3% - the highest fleet growth since 2011. As with Aframaxes, fleet growth on the Panamaxes is poised to peak in 2017 at an estimated 7%. Switching of fully coated trading capacity between CPP and DPP was not as pronounced on the LR1s, in
2015 approximately 10 LR1s switched to dirty while 8 switched to clean trading, however as with the LR2s there was a much more marked switch to DPP in the first half of the year.
In 2015, MR (45,000 dwt 55,000 dwt) fleet growth reached a six-year high of 9.1% as 108 vessels were added to the fleet and only 1 vessel was removed
which was converted to long-term storage. 2015 slippage for MR deliveries was much lower than the 2009-2014 average of 32.2% at 19.4% as, like other vessel classes, higher earnings encouraged deliveries to occur on time. This past year was
expected to be the large delivery year for the eco-MR ordering spree of 2013, expected additions to the fleet is now anticipated to fall by more than 30% this coming year and stay at a lower level going forward into the next few years. MR fleet
growth is expected to ease off in 2016 to just above 5% with 106 scheduled deliveries as at the 1
st
of January 2016, applying the average slippage rate since 2009 of 30.4% this equates to expected
fleet additions of 74 against expected removals of 5, fleet growth for later years is expected at a slightly lower pace given higher removals due to ageing.
Handy product tanker fleet growth (27,000 dwt 45,000 dwt) broke its five-year contraction streak in 2015, growing at a rate of 2.3%. In 2015 there was
both a rise in additions and a fall in removals compared to 2014; 39 ships were added to the fleet with 20 removed which equates to a net fleet growth of 19 vessels. Slippage in 2015 was a very low 2.5%, only 1 vessel slipped into 2016, this
compares to an average slippage between 2009-2014 of 33.3%. As at the 1
st
of January 2016, the orderbook for the current year stood at 54 vessels, applying average slippage since 2009 of 28.9%
this translates into an expected 2016 delivery schedule of 38 which, against expected removals of 20 driven mainly by age, leads to a similar net fleet growth in 2016 of 2.2%. As additions to the fleet fall slightly going forward and as removals
accelerate due to the aging fleet (about 14% of the fleet is over 20 years old, although Handy trading is flexible in terms of age), fleet growth is, unlike the crude and LR sectors, expected to continue to fall but remain positive over the next few
years.
Newbuildings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Newbuilding Tanker Prices (South Korea)
|
|
|
|
Jan-05
|
|
|
Jan-06
|
|
|
Jan-07
|
|
|
Jan-08
|
|
|
Jan-09
|
|
|
Jan-10
|
|
|
Jan-11
|
|
|
Jan-12
|
|
|
Jan-13
|
|
|
Jan-14
|
|
|
Jan-15
|
|
|
Jan-16
|
|
VLCC
|
|
$
|
120.0m
|
|
|
$
|
122.0m
|
|
|
$
|
130.0m
|
|
|
$
|
146.0m
|
|
|
|
n/a
|
|
|
$
|
100.0m
|
|
|
$
|
105.0m
|
|
|
$
|
100.0m
|
|
|
$
|
90.0m
|
|
|
$
|
92.0m
|
|
|
$
|
98.0m
|
|
|
$
|
93.0m
|
|
Suezmax
|
|
$
|
74.0m
|
|
|
$
|
73.0m
|
|
|
$
|
80.5m
|
|
|
$
|
86.0m
|
|
|
|
n/a
|
|
|
$
|
60.0m
|
|
|
$
|
65.0m
|
|
|
$
|
62.0m
|
|
|
$
|
60.0m
|
|
|
$
|
67.0m
|
|
|
$
|
65.0m
|
|
|
$
|
65.0m
|
|
Aframax (Uncoated)
|
|
$
|
62.5m
|
|
|
$
|
61.0m
|
|
|
$
|
65.5m
|
|
|
$
|
72.0m
|
|
|
|
n/a
|
|
|
$
|
51.0m
|
|
|
$
|
57.0m
|
|
|
$
|
52.0m
|
|
|
$
|
48.0m
|
|
|
$
|
53.0m
|
|
|
$
|
54.0m
|
|
|
$
|
53.0m
|
|
47k dwt (Epoxy Coated)
|
|
$
|
41.0m
|
|
|
$
|
43.5m
|
|
|
$
|
47.0m
|
|
|
$
|
51.0m
|
|
|
|
n/a
|
|
|
$
|
32.0m
|
|
|
$
|
37.0m
|
|
|
$
|
34.5m
|
|
|
$
|
32.0m
|
|
|
$
|
37.0m
|
|
|
$
|
36.0m
|
|
|
$
|
35.3m
|
|
Price assessments were suspended in late 2008 and early 2009 due to a lack of liquidity in the tanker sale and purchase
markets.
20
In 2015, a total of 73 VLCCs were ordered the most in at least the past four years. Over half of the
orders were made in the second half of the year as earnings continued to strengthen, newbuilding prices remained attractive and as the impending IMO Tier III engine standard that came into place at the start of 2016 would add an extra cost of $2-$4
million, encouraging purchases in 2015 that may have otherwise been made later. 3 VLCCs were ordered in the first month of 2016, bringing the total orderbook to 138 against a fleet of 656 at the time of writing.
Similarly, strong crude earnings encouraged heavy Suezmax ordering in 2015 with a total of 79 orders as at the end of 2015 that will deliver on the back of
the smaller Suezmax fleet, which at the time of writing totals 435 vessels. Over a third of the orders were made in the fourth quarter of the year with mainly South Korean shipbuilders throughout 2015, although almost a third were made with Chinese
shipbuilders during the year. Despite the marked fall in VLCC (South Korean) newbuilding prices, Suezmax newbuilding prices stayed relatively stable throughout the year dipping to $64m for two months in September and ending the year back at
$65m. So far in 2016, Suezmax ordering continues to outpace VLCC ordering with a total of 4 Suezmaxes ordered in the first month of the year, bringing the total orderbook up to 129 vessels at the time of writing.
Aframax ordering in 2015 was no different, a total of 30 uncoated and 99 coated LR2s were ordered. In 2014 a total of 9 uncoated and 15 coated LR2s were put
on order, but the high LR2 figure is not completely stand alone as 85 coated LR2s were ordered during 2013. Aframax ordering jumped in Q2-2015 and stayed high for the rest of the year as average annual earnings were almost double levels from 2014
and as (South Korean) newbuilding prices fell by $1 million, although keeping in mind the effect of the USD appreciation throughout 2015. Most recently, newbuilding prices have fallen by a further $1 million since the start of the year, 5 Aframaxes
(believed to be uncoated) have since been ordered during January 2016 bringing the total orderbook to 192 against a fleet of 901 vessels (coated and uncoated) at the time of writing. Even though the majority of orders are specified as fully coated
vessels, uncoated vessels can still be switched to fully coated before construction ends while for a short time uncoated vessels can trade clean for their very first voyages, although they will have to revert to dirty trades so as the refined
products do not significantly erode their uncoated tanks.
MR ordering in 2015 was non-existent in Q1-2015, and only showed a total of 3 orders in Q2-2015
as the market took a breather from the vigorous eco-MR driven ordering from 2013 when 226 vessels were ordered. Despite the absence of newbuilding orders, prices actually increased in February 2015 to $37 million but shortly later sunk down to $36.5
million where they remained until July, they only declined later in the year to fall by $0.7m year-on-year as the market instead seemed to favor secondhand vessels. Earnings in the first three quarters of 2015 were at least double than during the
same period last year which must have encouraged some orders despite the intense focus there seems to have been on crude ordering during the year. Throughout 2015, a total of 98 MRs were ordered, 95 of which were ordered in the second half of the
year. There were only 2 MR orders in January 2016, which brings the orderbook to tally at 202 against a fleet of 1301 at the time of writing.
Despite the
vast majority of annual tanker earnings in 2015 reaching their highest level since 2008, the same magnitude of rise was not reflected in newbuilding prices which lent itself to encourage high level of particularly crude and LR ordering witnessed
last year. It could be argued that market players were intent instead on capturing the current market which limited the price appreciation on vessels that would not be delivering for another two years at least. In addition, it has been shown that
years of strong earnings typically lead to years of high ordering, while the introduction of the IMO Tier III engine standard come 2016 also may have pushed some orders to happen in 2015 that may have otherwise happened later. Conversions from the
dry bulk market into tanker orders also continued in 2015, there were estimated to be almost 40 dry conversions in 2015 and a handful of LNG conversions into tanker orders.
21
Second-hand Prices
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5-Year Old Tanker Prices
|
|
|
|
Jan-05
|
|
|
Jan-06
|
|
|
Jan-07
|
|
|
Jan-08
|
|
|
Jan-09
|
|
|
Jan-10
|
|
|
Jan-11
|
|
|
Jan-12
|
|
|
Jan-13
|
|
|
Jan-14
|
|
|
Jan-15
|
|
|
Jan-16
|
|
VLCC
|
|
$
|
110.0m
|
|
|
$
|
120.0m
|
|
|
$
|
117.0m
|
|
|
$
|
138.0m
|
|
|
|
n/a
|
|
|
$
|
77.0m
|
|
|
$
|
80.0m
|
|
|
$
|
55.0m
|
|
|
$
|
51.0m
|
|
|
$
|
60.8m
|
|
|
$
|
77.0m
|
|
|
$
|
78.0m
|
|
Suezmax
|
|
$
|
75.0m
|
|
|
$
|
76.0m
|
|
|
$
|
80.0m
|
|
|
$
|
96.0m
|
|
|
|
n/a
|
|
|
$
|
55.0m
|
|
|
$
|
56.0m
|
|
|
$
|
43.0m
|
|
|
$
|
37.0m
|
|
|
$
|
38.0m
|
|
|
$
|
55.8m
|
|
|
$
|
60.0m
|
|
Aframax (Uncoated)
|
|
$
|
59.0m
|
|
|
$
|
65.0m
|
|
|
$
|
65.0m
|
|
|
$
|
73.0m
|
|
|
|
n/a
|
|
|
$
|
39.0m
|
|
|
$
|
41.0m
|
|
|
$
|
32.0m
|
|
|
$
|
27.0m
|
|
|
$
|
29.5m
|
|
|
$
|
42.5m
|
|
|
$
|
44.0m
|
|
47k dwt (Epoxy Coated)
|
|
$
|
40.0m
|
|
|
$
|
47.0m
|
|
|
$
|
47.0m
|
|
|
$
|
52.0m
|
|
|
|
n/a
|
|
|
$
|
24.5m
|
|
|
$
|
26.0m
|
|
|
$
|
25.5m
|
|
|
$
|
22.0m
|
|
|
$
|
28.0m
|
|
|
$
|
26.4m
|
|
|
$
|
28.0m
|
|
Price assessments were suspended in late 2008 and early 2009 due to a lack of liquidity in the tanker sale and purchase
markets
Secondhand vessels, unlike newbuildings, could be used immediately for trading which is partly the reason behind their price appreciation
this past year, and importantly since 2014, amid the resurgent market since late-2014. VLCC 5-year old prices rose $1 million throughout the year, but this marks a 30% rise in price since January 2014 which was first brought on by the contango
storage play possibility towards the end of 2014. Suezmax prices similarly rose only minimally year-on-year but represent a $22 million increase in price since January 2014. Aframax secondhand prices rose by $1.5 million, and with the decline in
newbuilding prices the spread between the two narrowed to $9 million the lowest since 2008 when they were priced above newbuildings. Finally, MR 5-year old prices also rose in value by $1.6 million while newbuild prices declined, reflecting
the markets demand to acquire vessels immediately in order to capture the 2015 market earnings spike.
Vessel earnings
On the whole, tanker earnings had an extraordinary earnings streak last year due to a combination of surging demand for oil, and thus tankers, in the low price
environment, low fleet supply growth in most sectors and a lower bunker cost. Year-on-year, VLCC earnings doubled (basis TD3 Middle East/Japan), Suezmax earnings rose 78% (basis TD20 West Africa/Northwest Europe) and Aframax earnings rose 47% (basis
the HRP Aframax composite). Apart from January 2015 on the HRP Aframax Composite, earnings on the three crude benchmarks averaged higher every month of 2015 than the corresponding 2014 month. Both a cold early winter in early 2015 and the
continuation of a low oil price environment following OPECs pivotal meeting at the end of November 2014 kept crude tanker earnings on their upward march that had started in Q4-2014. Q2-2015 was the strongest quarter-on-quarter earnings period
- usually the spring months are a seasonal lull for crude tankers while refinery maintenance is in full swing in Europe and Asia, however, this time all three crude tanker benchmarks were more than double from Q2-2014 earnings as refineries worked
to run near full capacity and capture booming gasoline demand growth during the peak demand season. This also led to surpluses of fuel oil among other products to be carried on tankers. Earnings again trended higher during the third quarter, but
largely due to a very strong July as earnings then seasonally fell with refinery maintenance limiting demand later that quarter. Exceptional earnings in October and December on the VLCCs, and consistently strong earnings on the Suezmaxes and
Aframaxes ensured a strong finish to the year for crude tanker earnings which were up almost 50% on the VLCCs, and over 15% on Suezmaxes and Aframaxes year-on-year compared to the also strong Q4-2014.
As already explained, the low oil price environment sparked a multitude of positive demand factors for the tanker market but in addition it has also lead to a
reduction in the primary voyage cost for shipowners: bunkers. Bunker prices fell to an annual low at the very end of the year but then have continued to fall to a 12-year low around mid-January 2016 of just above $100/ton (Rotterdam IFO380) as Brent
fell below $30/bbl. The reduction in bunkers from their highs of over $600/ton in the first half of 2014 to well under $200/ton at the end of 2015 reduced the percentage of bunkers over gross freight (basis TD3 Middle East/Japan) from over 80% to
under 20%, which means that after paying for bunker costs, shipowners had 80% or more leftover to cover other costs and hold as profit as opposed to under 20% which was the case when bunker prices were above $600/ton in 2013-14. The importance of
the fall in bunker price in relation to earnings cannot be highlighted enough. The low
22
bunker prices last year related to a low oil price which in this case stemmed from excess oil and lead to higher oil demand, all positive factors for demand for tankers throughout 2015
this meant that vessel utilization increased and owners were able to hold on to the benefit of the declining bunker costs and inflate their profit margins.
Although supply growth is picking up in 2016 and for the next couple of years thereafter, fleet growth at the moment remains supportive as heavy deliveries on
VLCCs, the first sector to reach peak fleet growth, are not expected to impact the market until the end of the year and into early 2017. Therefore, earnings this year will remain supported by slowly building crude supply growth, continued strong oil
demand growth and low bunker prices. That being said, the crude oil oversupply is projected to narrow come Q3-2016 and so oil prices, and by extension bunker prices, are expected to steadily pick up eventually eating into tanker earnings. In
addition, the boon in oil prices that was propagated from the plunge in oil prices has now been factored into demand growth, oil prices cannot fall by another $50/bbl when they are already at ~$30/bbl. This, among other factors such as lower demand
in oil producing nations, lower industrial demand, removal of subsidies in some countries, etc. has lowered the oil demand growth outlook for 2016 and onwards. Floating storage remains a possibility pending a widening of both the crude and now
products contango, in Northwest Europe the gasoil contango has strengthened markedly since the build-up of supply due to a mild winter, low Rhine water levels keeping the product trapped along the coast and an influx of cargoes from the Mideast
Gulf, Russia, the US and Asia. If floating storage once again becomes viable, it will act as a floor to the market. Finally, the possibility of slowing down tanker speed to stem fleet supply growth is for the most part out of the question as low
bunker prices do not justify slowing down until the market reaches very low levels.
The products sector likewise started out on a strong note in 2015 as
earnings for the year were approximately $10,000/day higher on the HRP MR Selected Composite and similar annual gains were made in the LR market. The two new Middle Eastern refineries that came online provided significant cargo volume for LRs, while
a cold start to 2015 and strong gasoline demand globally kept the fleet busy from the start of the year to the end of summer. However, this annual gain would have been higher without the weakness exhibited in Q4-2015, which was the only quarter to
record lower earnings compared to the same quarter in 2014. Product earnings did also receive a boost from the lower bunker price while Worldscale rates stagnated at lower levels due to a number of factors including a build-up in LR tonnage in the
Middle East Gulf after a strong naphtha arbitrage during the summer, limiting any breakaways in LR freight from the region, a build-up in product stocks on both sides of the Atlantic bringing both the diesel and gasoline arbitrages between the
regions under pressure, and of course the immense MR fleet growth in 2015 which did not bring earnings crashing down but certainly added to supply during the year. As DPP earnings rose relative to CPP earnings the percentage of fully coated vessels
trading DPP inched during 2015, exhibiting the ability of switching to act as a cap to earnings on both sides of the market.
23
VLCC Time Charter Equivalent Spot Market Earnings
VLCC
Buoyed by a spur
storage play excitement, VLCC earnings (TD3 Middle East/Japan) rose slightly from December 2014 to average just over $73,000/day in January 2015 as 1-year TC rates rose to $42,500/day in the third week of the month. A lot of floating storage
interest was generated when the Brent 12-month contango widened to above $10/bbl, prompting many to include a storage option in their TC arrangements or take vessels specifically to store. All of the earnings stated above and in subsequent comments
are basis the HRP standard speed and consumption assumptions ~ 12-13 knots which we also refer to as Slow Steaming. The market fell seasonally in February and March, leaving earnings for the quarter to average over $58,000/day. Earnings in Q2 were
extremely robust, averaging almost $63,000/day almost four times the Q2-2014 average especially considering it is a seasonally weak period of the year for the VLCC market. The strength continued into Q3-2015 where earnings averaged
above $57,115/day as refineries in most parts of the world, particularly in the US and Europe, ran at as high utilization rates as possible to capture high refining margins. VLCC earnings, however, dropped quite sharply in August as Chinese buying
dropped by about 1 million bpd with a sharp fall in implied stockbuilding activity, and in fact a very slight drawdown in crude stocks. A notable tightness in prompt supply in the Mideast Gulf in October boosted earnings for the month, which
was later explained by a record for the year Chinese imports for the month of December, which would be roughly when the vessels would arrive from the Middle East. Meanwhile, the increasing amount of crude that is being transported around the world
has congested infrastructure in many parts of the world, tying up supply and then contributing to temporary shortages of available vessels. These port delays, as opposed to weather delays, again helped to push TD3 to average over $100,000/day in
December 2015 bringing the seasonally strong Q4-2015 average above $83,000/day. Once again the explanation for the rush of demand transpired with a new record high import level being set for Chinese imports arriving in February at
8 million bpd.
24
The fall in oil prices encouraged strong stockbuilding activity yet again in China, and coincided with minimal
stockbuilding in India with the opening of the Visakhapatnam SPR on the west coast. Overall, the low oil price invigorated the global seaborne oil trade: sometimes aggressive pricing by producing nations led regions to import certain grades of crude
they would not otherwise purchase, purchasing became more opportunistic and experimental, while lower oil prices continued to support strong refinery demand. VLCC crude and DPP seaborne volumes rose in 2015 to the tune of 4.7%, or 900,000 bpd, from
a decline of -130,000 bpd in 2014 mainly related to DPP (mainly Fuel Oil).
Overall, 2015 VLCC (TD3 Middle East/Japan) earnings averaged $65,923/day
more than twice the average of 2014. So far this year, VLCC earnings have averaged only slightly down after Decembers high as refinery maintenance in North America and a pullback in buying in January ahead of Chinese New Year has taken
some steam out of the market. A slowly rising fleet growth this year and lower, yet still robust oil demand growth, is poised to support healthy VLCC earnings in 2015, although earnings are not expected to reach the extraordinary highs of 2015 even
though the market will still draw upon many of those factors which aided it last year.
Suezmax Time Charter Equivalent Spot Market
Earnings
Suezmax
Similar to
the VLCC market, the Suezmax composite (basis 70% ex-WAF and 30% Black Sea/Med) experienced an uncharacteristically strong Q2-2015, enveloped by high earnings on either side at the start and end of the year. Earnings rose strongly in January 2015,
aided by the strength of the VLCC market and as OECD European runs in February rose above 12 million bpd for the first time since July 2013 which is significant seeing as runs during the summer months are typically the highest of the
year. The fall in crude oil prices and somewhat delayed reaction on retail fuel prices met to create high refining margins that European refineries had not been
25
accustomed to for decades, leading to an influx of crude imports to feed their renewed appetite. As a result, the Suezmax composite averaged over $47,000/day in Q1-2015, rising $7,000/day from
the quarter earlier. The strength continued into Q2-2015 which was almost four times as high as the same quarter in 2014 at nearly $43,000/day earnings were particularly strong in June as the first signs of record US gasoline consumptions
began to trickle through, certifying that refineries should keep running at breakneck pace.
Earnings sunk in the third quarter as the summer demand
tailed off and refineries underwent maintenance, although European refiners for the second year in a row delayed a considerable amount of maintenance compared to the historical average which aided Suezmax tanker demand. After averaging almost
$35,000/day in Q3-2015, earnings rose as they usually do seasonally to average over $47,500/day in Q4. A fall in prompt supply in West Africa encouraged a rally at the end of November, and the very strong VLCC market during December helped to keep
supply somewhat tight ex-West Africa as supply moved to capture the spike ex-Mideast Gulf, keeping earnings high at $67,000/day. Overall, the Suezmax composite averaged $43,089/day in 2015 basis our standard assumptions. With the removal of the US
crude export ban and fall in US production towards the end of the year, there has been renewed crude purchasing from West Africa by the US, bringing the phased out TD5 West Africa/US Atlantic Coast trade somewhat back into play. US refineries will
look to import crude when the cost of bringing domestic volumes by train is more expensive. If WTI traded at a premium to Brent consistently (as it did immediately following the lifting of the ban) this would bode well for Suezmax demand. So far in
2016, earnings have averaged less than the 2015 annual average at the time of writing, although the market has picked up from its low at the start of February which is historically a weak month. High refining runs in Europe, and in other regions, a
low delivery schedule until the end of 2016 and a strong VLCC market translates into healthy expectations for 2016.
26
Aframax Time Charter Equivalent Spot Market Earnings
Aframax
The Aframax
composite (a straight average of six worldwide voyages) rose more than 20% from the final quarter of 2014 to average above $39,000/day in Q1-2015, propelled by very strong earnings in northern Europe which can be quite weather-sensitive during the
winter months. TD17 Baltic/UK Continent averaged almost $75,000/day in January, while TD7 North Sea/UK Continent rose above $50,000/day during the same month amid a particularly cold winter in northern Europe. Similar to the other crude benchmarks,
the Aframax composite remained unusually high in Q2-2015 almost three times the level it was during Q2-2014 to average over $40,000/day with marked strength in all six routes comprising the benchmark particularly in June, as exhibited
with the Suezmaxes. Earnings fell in the third quarter to under $30,000/day due to notable weakness in TD11 Cross-Med which fell to under $18,000/day as the tonnage list outweighed cargo activity during the period.
Earnings recovered in the fourth quarter to average almost $39,000/day, near where they started the year as the Mediterranean market recovered but also as the
weather-sensitive routes picked up despite a mild start to the winter. Overall, the Aframax composite averaged $37,262/day in 2015 as quarterly earnings established at consistently higher levels than in 2014. Despite fleet growth in 2016 for the
Aframax sector rising only slightly, the sector will be hurt by the supply growth on larger vessels and the newbuild coated Aframax tonnage pushing more (likely older) coated vessels into crude/fuel oil trades instead. Year-on-year earnings will be
lower in 2016 but will still reach healthy levels given expectations of robust oil demand continuing for at least the first half of this year.
27
MR Time Charter Equivalent Spot Market Earnings
MR
The MR Composite
(a straight average of six worldwide voyages) retained its strength going into 2016, marking up average earnings of close to $24,000/day in Q1-2016, pulling on strength particularly in the west with the cross-Mediterranean and Atlantic triangulation
routes. As with the crude benchmarks, MR earnings during Q2-2015 also rose, despite it usually being a market lull during refinery maintenance, with jumps in both April and June particularly on the western routes mentioned already. The MR
Composite reached a yearly high in July, at the height of summer gasoline demand, pushing Q3-2015 to also be the highest quarter for MR earnings during the year at around $27,500/day.
Earnings in Q4-2015 averaged under $20,000/day as the Mediterranean market toppled from its highs earlier in the season, leading MRs from the region looking
to ballast north to where the ex-UKC market was still performing relatively well. Overall, the MR Composite averaged $23,697/day in 2015 compared to an annual average in 2014 of $13,954/day. Fleet supply growth is finally tapering off on the MRs.
Arguably, to an extent in 2015 any jumps in freight were still limited by the heavy fleet supply growth during the year, particularly towards the end of the year. Another summer of high gasoline demand is expected, which should lift the west MR
trades despite refineries being much more prepared this year with high stock levels, while robust oil demand growth of over 5% remains supportive for MR earnings.
The LNG Market
Asian 2015 LNG imports totaled
170.9 million tons, a 6.5% fall from last years record 180.9 million tons. The region accounted for 71% of total LNG flows, down from 75% in 2014, as consumption in Japan and South Korea slid following the restart of a number of
nuclear facilities in Japan, and the opening of new facilities in
28
South Korea. European LNG imports grew 4% to reach 39.6 million tons, while the worlds third largest import demand center in Latin America fell to 18.2 million tons while North
American imports almost doubled to reach 3.9 million tons for the year. While the Middle East retained its spot as the worlds largest LNG exporter by a closely trailing Australia, imports more than doubled to the region to total
8.8 million tons in 2015. Despite a fall in prices due to the nature of many LNG contracts (linked to the price of Brent), this failed to stifle import demand growth in the trades most important demand center, Asia, while a mild winter
for the second year in a row limited import growth towards the end of the year. Overall, import demand growth in Europe, North America and the Mideast Gulf marginally outweighed declines in Asia and Latin America to register a year-on-year growth of
0.06% or 1.4 million tons to reach a total of 239.7 million tons in 2015.
Global LNG Imports by Region
Global LNG exports rose by over 10% in Australasia to approximately 80 million tons with the start-up of BG
Groups QCLNG Train 2 in mid-2015 on Australias eastern Curtis Island, with the first shipment at the start of July, and a continued growth in exports from ExxonMobils LNG project in Papau New Guinea. Middle Eastern LNG exports fell
year-on-year as the region marked an increase in imports. Yemens 6.7 million tonne Balhaf plant was shut down early in the year and remains closed due to conflict in the region. Exports from Africa, Europe and the Americas were also down
slightly year-on-year as project start-ups were delayed.
29
Global LNG Exports by Region
Since the start of 2014, LNG prices in the east have more than halved due to their predominant nature of being linked to
the price of Brent. Whereas LNG prices in the UK and the US, linked instead usually to natural gas hubs, have only fallen marginally in the past two years. In Asia, the lack of demand response from the fall in LNG prices can be linked to the
re-emergence of nuclear power in the region, a direct competitor to LNG. Japanese prices have fallen to well under $10/mmbtu from just over $20/mmbtu during the start of 2014. The country restarted two Sendai Nuclear units in 2015 and will restart
another two Takahama nuclear plants in Q1-2016, while a mild start to the winter saw a further fall in price. South Korea started two nuclear units last June and July, the next unit is not expected until April 2016 but an expected build in LNG
storage by the South Korean electricity provider Kepco will keep LNG demand growing in 2016 despite the nuclear threat.
LNG supply in 2016 is expected to
rise by an estimated 10% year-on-year, or 24.5 million metric tons, with more than three quarters of the rise coming from the Australasia region as the Yemeni plant is expected to remain offline due to a struggling UN peace process in the
country. The second 4.5 million tons per annum (mtpa) train at Conoco Phillips Australia Pacifics LNG facility loaded its first cargoes in January and is expected to start commercial operations by the end of Q1-2016,
while Chevrons 15.6 mtpa Gorgon project on Australias Barrow Island has started the commissioning process with the first cargo set to be loaded in February or March. In West Africa, the Angola LNG export project was reported to have
started recommissioning at the end of January, meaning that commercial exports from the plant may start at the end of Q2-2015 while in Nigeria ENI has lifted a force majeure from mid-December on loadings form the 22 mtpa Bonny LNG terminal. Other
major supply developments are longer term, however there are expectations that investment will now switch to the demand side, meaning regasification facilities in import regions, particularly in South Asia, as opposed to liquefaction projects.
30
LNG Tankers In Service and On Order
A total of 420 LNG tankers were on the water as at the end of 2015, a year-on-year gain of 24 vessels and a gain of 60 vessels
from the start of 2013. The orderbook totals 106 LNG tankers, one vessel lower than at the end of 2014. Freight to Japan trended down throughout 2016, while the arbs from Qatar and the Caribs spent the year under $2/mmbtu after swinging between
$10/mmbtu and $3/mmbtu between 2011 to mid-2014. LNG tanker earnings east of Suez are down to $29,000/day, a year-on-year fall of 50%, while voyages west of Suez are also down 55% to $29,000/day. One-year term charters as a result are much softer,
falling to $35,000/day a year-on-year decline of 38%. Overall, the outlook is limited as scrapping remains low and the orderbook is healthy, but new liquefaction trains coming online this year, which will bring more LNG supply into the
market, is expected to provide for a modest recovery in freight in 2016.
Risk Factors
Risks Related To Our Industry
Charter
rates are cyclical and can be volatile. A return to the poor charter markets for crude oil carriers and product tankers which existed from 2008 to 2015 could affect our future revenues, earnings and profitability.
After reaching highs during the summer of 2008, charter rates for crude oil carriers and product tankers fell dramatically thereafter, with
only occasional temporary seasonal or regional rate spikes until the end of 2014 when charter rates began to stabilize at higher levels in response to the steep decline in the price of oil. The year 2015 was the strongest year for tanker charter
rates since 2008.
As of April 5, 2016, 22 of the vessels owned by our subsidiary companies were employed under spot charters, and 13
of the vessels were employed on time charters which, if not extended, are scheduled to expire on various dates between August 2016 and June 2028. In addition, 15 of our subsidiaries vessels have profit sharing provisions in their time charters
that are based upon prevailing market rates. If low rates in the charter market return and continue for any significant period in 2016, it will affect the charter revenue we will receive from these vessels, which could have an adverse effect on our
revenues, profitability and cash flows. Declines in prevailing charter rates also affect the value of our vessels, which follows the trends of charter rates and earnings on our charters, and could affect our ability to comply with our loan
covenants.
31
Disruptions in world financial markets and the resulting governmental action in the United States and in other
parts of the world could have a further material adverse impact on our results of operations, financial condition, cash flows and share price.
Global financial markets and economic conditions have been severely disrupted and volatile in recent years and remain subject to significant
vulnerabilities, such as the deterioration of fiscal balances and the rapid accumulation of public debt, continued deleveraging in the banking sector and a limited supply of credit. While there are indications that the global economy is improving,
it is doing so at different rates in different part of the world and concerns over debt levels of certain European Union member states, poor liquidity of European banks and attempts to find appropriate solutions are expected to lead to continued
slow growth in most of Europe in 2016. There can be no assurance that the global recession will not return and tight credit markets will not continue or become more severe.
In addition, the continuing sovereign debt crises in various Eurozone countries, including Greece, as well as continued turmoil and
hostilities in the Middle East and North Africa or potential hostilities between North and South Korea or between Ukraine and Russia, could contribute to volatility in the global financial markets. These circumstances, along with the re-pricing of
credit risk and the reduced participation or withdrawal of certain financial institutions from financing of the shipping industry, will likely continue to affect the availability, cost and terms of vessel financing. If financing is not available to
us when it is needed, or is available only on unfavorable terms, our business may be adversely affected, with corresponding effects on our profitability, cash flows and ability to pay dividends.
Moreover, as a result of the ongoing economic crisis in Greece and the related austerity measures implemented by the Greek government, as well
as the capital controls in effect in Greece since mid-2015, our operations may be subjected to new regulations that may require us to incur new or additional compliance or other administrative costs and may require that we pay to the Greek
government new taxes or other fees or that dividends we pay be subject to withholding taxes. Furthermore, the commitments by the Greek government to the nations creditors and potential shift in its policies may potentially lead to
Greeces exit from the Eurozone, if not satisfied, which could affect our technical and commercial managers operations located in Greece.
The tanker industry is highly dependent upon the crude oil and petroleum products industries.
The employment of our subsidiaries vessels is driven by the availability of and demand for crude oil and petroleum products, the
availability of modern tanker capacity and the scrapping, conversion or loss of older vessels. Historically, the world oil and petroleum markets have been volatile and cyclical as a result of the many conditions and events that affect the supply,
price, production and transport of oil, including:
|
|
|
increases and decreases in the demand and price for crude oil and petroleum products;
|
|
|
|
availability of crude oil and petroleum products;
|
|
|
|
demand for crude oil and petroleum product substitutes, such as natural gas, coal, hydroelectric power and other alternate sources of energy that may, among other things, be affected by environmental regulation;
|
|
|
|
actions taken by OPEC and major oil producers and refiners;
|
|
|
|
political turmoil in or around oil producing nations;
|
|
|
|
global and regional political and economic conditions;
|
|
|
|
developments in international trade;
|
|
|
|
international trade sanctions;
|
32
|
|
|
changes in seaborne and other transportation patterns.
|
Despite turbulence in the world
economy in recent years, there has been some rebound in worldwide demand for oil and oil products, which industry observers forecast will continue. In the event that this rebound falters, the production of and demand for crude oil and petroleum
products will again encounter pressure which could lead to a decrease in shipments of these products and consequently this would have an adverse impact on the employment of our vessels and the charter rates that they command. However, if the recent
reduction in oil prices continues in 2016, it may lead to declining output. In particular, the charter rates that we earn from our vessels employed on spot charters, under pool arrangements and contracts of affreightment, and on time-charters with
profit-share may decline and remain at low levels for a prolonged period of time.
Our operating results are subject to seasonal fluctuations.
The tankers owned by our subsidiary companies operate in markets that have historically exhibited seasonal variations in tanker demand, which
may result in variability in our results of operations on a quarter-by-quarter basis. Tanker markets are typically stronger in the winter months as a result of increased oil consumption in the northern hemisphere, but weaker in the summer months as
a result of lower oil consumption in the northern hemisphere and refinery maintenance. As a result, revenues generated by the tankers in our fleet have historically been weaker during the fiscal quarters ended June 30 and September 30.
However, there may be periods in the northern hemisphere, such as in the winter of 2011/2012, when the expected seasonal strength does not materialize to the extent required to support sustainable profitable rates due to tanker overcapacity.
An increase in the supply of vessels without an increase in demand for such vessels could cause charter rates to decline, which could have a material
adverse effect on our revenues and profitability.
Historically, the marine transportation industry has been cyclical. The
profitability and asset values of companies in the industry have fluctuated based on certain factors, including changes in the supply and demand of vessels. The supply of vessels generally increases with deliveries of new vessels and decreases with
the scrapping of older vessels and/or the removal of vessels from the competitive fleet either for storage purposes or for utilization in offshore projects. The newbuilding order book equaled approximately 15% of the existing world tanker fleet at
March 31, 2016, by number of vessels. No assurance can be given that the order book will not increase further in proportion to the existing fleet. If supply increases, and demand does not match that increase, the charter rates for our vessels could
decline significantly. In addition, any decline of trade on specific long-haul trade routes will effectively increase available capacity with a detrimental impact on rates. A return to weak charter rates could have a material adverse effect on our
revenues and profitability.
The global tanker industry is highly competitive.
We operate our fleet in a highly competitive market. Our competitors include owners of VLCC, suezmax, aframax, panamax, handymax and handysize
tankers, as well as owners in the shuttle tanker and LNG markets, which are other independent tanker companies, as well as national and independent oil companies, some of which have greater financial strength and capital resources than we do.
Competition in the tanker industry is intense and depends on price, location, size, age, condition, and the acceptability of the available tankers and their operators to potential charterers.
Acts of piracy on ocean-going vessels, although recently declining in frequency, could still adversely affect our business.
Despite a decline in the frequency of pirate attacks on seagoing vessels in the western part of the Indian Ocean, such attacks remain
prevalent off the west coast of Africa and between Malaysia and Indonesia. If piracy
33
attacks result in regions in which our vessels are deployed being characterized by insurers as war risk zones, as the Gulf of Aden has been, or Joint War Committee (JWC) war and
strikes listed areas, premiums payable for such insurance coverage could increase significantly and such insurance coverage may be more difficult to obtain. Crew costs, including those due to employing onboard security guards, could
increase in such circumstances. In addition, while we believe the charterer remains liable for charter payments when a vessel is seized by pirates, the charterer may dispute this and withhold charter hire until the vessel is released. A
charterer may also claim that a vessel seized by pirates was not on-hire for a certain number of days and it is therefore entitled to cancel the charter party, a claim that we would dispute. We may not be adequately insured to cover
losses from these incidents, which could have a material adverse effect on us. In addition, hijacking as a result of an act of piracy against our vessels, or an increase in cost, or unavailability of insurance for our vessels, could have a
material adverse impact on our business, financial condition, results of operations and cash flows.
Terrorist attacks, international hostilities,
economic and trade sanctions and the economic situation in the Eurozone can affect the tanker industry, which could adversely affect our business.
Major oil and gas producing countries in the Middle East have become involved militarily in the widening conflicts in Iraq, Syria and Yemen.
Armed conflicts with insurgents and others continue, as well, in Libya, another major oil exporting country. Any of these hostilities could seriously disrupt the production of oil or LNG and endanger their export by vessel or pipeline, which could
put our vessels at serious risk and impact our operations and our revenues, expenses, profitability and cash flows in varying ways that we cannot now project with any certainty.
The increasing number of terrorist attacks throughout the world, longer-lasting wars, international incidents such as that between Turkey and
Russia or international hostilities, such as in the Ukraine, Afghanistan, Iraq, Syria, Libya and Yemen, could damage the world economy and adversely affect the availability of and demand for crude oil and petroleum products and negatively affect our
investment and our customers investment decisions over an extended period of time. In addition, sanctions against oil exporting countries such as Iran, Sudan, Syria and Russia may also impact the availability of crude oil which would increase
the availability of tankers, thereby negatively impacting charter rates. We conduct our vessel operations internationally and despite undertaking various security measures, our vessels may become subject to terrorist acts and other acts of hostility
like piracy, either at port or at sea. Such actions could adversely impact our overall business, financial condition and results of operations. In addition, terrorist acts and regional hostilities around the world in recent years have led to
increases in our insurance premium rates and the implementation of special war risk premiums for certain trading routes.
Our charterers
may direct one of our vessels to call on ports located in countries that are subject to restrictions imposed by the U.S. government, which could negatively affect the trading price of our common shares.
On charterers instructions, our subsidiaries vessels may be requested to call on ports located in countries subject to sanctions
and embargoes imposed by the U.S. government, the UN or the EU and countries identified by the U.S. government, the UN or the EU as state sponsors of terrorism. The U.S., UN- and EU- sanctions and embargo laws and regulations vary in their
application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or strengthened over time.
On January 16, 2016, Implementation Day for the Iran Joint Comprehensive Plan of Action (JCPOA), the United States lifted its
secondary sanctions against Iran which prohibited certain conduct by non-U.S. companies and individuals that occurred entirely outside of U.S. jurisdiction involving specified industry sectors in Iran, including the energy, petrochemical,
automotive, financial, banking, mining, shipbuilding and shipping sectors. By lifting the secondary sanctions against Iran, the U.S. government effectively removed U.S. imposed restraints on dealings by non-U.S. companies, such as our Company, and
individuals with these formerly targeted Iranian business sectors. Non-U.S. companies continue to be prohibited under U.S. sanctions from (i) knowingly engaging in conduct that seeks to evade U.S. restrictions on transactions or dealings with
Iran or that causes the
34
export of goods or services from the United States to Iran, (ii) exporting, reexporting or transferring to Iran any goods, technology, or services originally exported from the U.S. and / or
subject to U.S. export jurisdiction and (iii) conducting transactions with the Iranian or Iran-related individuals and entities that remain or are placed in the future on OFACs list of Specially Designated Nationals and Blocked Persons
(SDN List), notwithstanding the lifting of secondary sanctions. The U.S. has the ability to reimpose sanctions against Iran, including if, in the future, Iran does not comply with its obligations under the nuclear agreement.
The U.S. governments primary Iran sanctions remain largely unchanged after Implementation Day and, as a consequence, U.S. persons
continue to be broadly prohibited from engaging in transactions or dealings in or with Iran or its government. These sanctions broadly restrict U.S. persons from engaging in transactions or dealings with the Government of Iran and Iranian financial
institutions, which effectively impacts the transfer of funds to, from, or through the U.S. financial system whether denominated in US dollars or any other currency.
As a result of the lifting of U.S. secondary sanctions (and relevant EU sanctions) relating to Iran, we can anticipate that some of our
charterers may direct our vessels to carry cargoes to or from Iran. This could have various effects on us, such as affecting our reputation and our relationships with our investors and financing sources, affecting the cost of our insurance with
respect to such voyages, and potentially increase our exposure to foreign currency fluctuations. Investor perception of the value of our shares may also be adversely affected by the consequences of war, the effects of terrorism, civil unrest and
governmental actions in these and surrounding countries.
The U.S. also maintains embargoes on Cuba, North Korea, Sudan and Syria. We can
anticipate that some of our charterers may request our vessels to call on ports located in these countries. Although we believe that we are in compliance with all applicable sanctions and embargo laws and regulations, and intend to maintain such
compliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations. Any such violation could result in fines or other penalties
and could result in some investors deciding, or being required, to divest their interest, or not to invest, in us. Additionally, some investors may decide to divest their interest, or not to invest, in us simply because we do business with companies
that do lawful business in sanctioned countries. Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations could in turn negatively
affect our reputation.
Failure to comply with the U.S. Foreign Corrupt Practices Act and other anti-bribery legislation in other jurisdictions could
result in fines, criminal penalties, contract terminations and an adverse effect on our business.
We may operate in a number of
countries throughout the world, including countries known to have a reputation for corruption. We are committed to doing business in accordance with applicable anti-corruption laws and have adopted a code of business conduct and ethics which is
consistent and in full compliance with the U.S. Foreign Corrupt Practices Act of 1977, or the FCPA. We are subject, however, to the risk that persons and entities whom we engage or their agents may take actions that are determined to be
in violation of such anti-corruption laws, including the FCPA. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, or curtailment of operations in certain jurisdictions, and might adversely affect our
business, results of operations or financial condition. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive
and can consume significant time and attention of our senior management.
Efforts to take advantage of opportunities in pursuit of our growth strategy
may result in financial or commercial difficulties.
A key strategy of management is to continue to renew and grow the fleet by
pursuing the acquisition of additional vessels or fleets or companies that are complementary to our existing operations. If we seek to expand through acquisitions, we face numerous challenges, including:
|
|
|
difficulties in raising the required capital;
|
35
|
|
|
depletion of existing cash resources more quickly than anticipated;
|
|
|
|
assumption of potentially unknown material liabilities or contingent liabilities of acquired companies; and
|
|
|
|
competition from other potential acquirers, some of which have greater financial resources.
|
We cannot assure you that we will be able to integrate successfully the operations, personnel, services or vessels that we might acquire in
the future, and our failure to do so could adversely affect our profitability.
We are subject to regulation and liability under environmental, health
and safety laws that could require significant expenditures and affect our cash flows and net income.
Our business and the operation
of our subsidiaries vessels are subject to extensive international, national and local environmental and health and safety laws and regulations in the jurisdictions in which our vessels operate, as well as in the country or countries of their
registration. In addition, major oil companies chartering our vessels impose, from time to time, their own environmental and health and safety requirements. We have incurred significant expenses in order to comply with these regulations and
requirements, including the costs of ship modifications and changes in operating procedures, additional maintenance and inspection requirements, contingency arrangements for potential spills, insurance coverage and full implementation of the new
security-on-vessels requirements.
Because environmental regulations may become stricter, future regulations may limit our ability to do
business, increase our operating costs and/or force the early retirement of our vessels, all of which could have a material adverse effect on our financial condition and results of operations.
International, national and local laws imposing liability for oil spills are also becoming increasingly stringent. Some impose joint, several,
and in some cases, unlimited liability on owners, operators and charterers regardless of fault. We could be held liable as an owner, operator or charterer under these laws. In addition, under certain circumstances, we could also be held accountable
under these laws for the acts or omissions of Tsakos Shipping & Trading S.A. (Tsakos Shipping), Tsakos Columbia Shipmanagement Ltd. (TCM) or Tsakos Energy Management Limited (Tsakos Energy Management),
companies that provide technical and commercial management services for our subsidiaries vessels and us, or others in the management or operation of our subsidiaries vessels. Although we currently maintain, and plan to continue to
maintain, for each of our subsidiaries vessels pollution liability coverage in the amount of $1 billion per incident (the maximum amount available), liability for a catastrophic spill could exceed the insurance coverage we have
available, and result in our having to liquidate assets to pay claims. In addition, we may be required to contribute to funds established by regulatory authorities for the compensation of oil pollution damage or provide financial assurances for oil
spill liability to regulatory authorities.
Maritime disasters and other operational risks may adversely impact our reputation, financial condition and
results of operations.
The operation of ocean-going vessels has an inherent risk of maritime disaster and/or accident, environmental
mishaps, cargo and property losses or damage and business interruptions caused by, among others:
|
|
|
adverse weather conditions;
|
|
|
|
vessel off hire periods;
|
|
|
|
political action, civil conflicts, terrorism and piracy in countries where vessel operations are conducted, vessels are registered or from which spare parts and provisions are sourced and purchased.
|
36
Any of these circumstances could adversely affect our operations, result in loss of revenues or
increased costs and adversely affect our profitability and our ability to perform our charters.
Our subsidiaries vessels could be arrested at
the request of third parties.
Under general maritime law in many jurisdictions, crew members, tort claimants, vessel mortgagees,
suppliers of goods and services and other claimants may lien a vessel for unsatisfied debts, claims or damages. In many jurisdictions a maritime lien holder may enforce its lien by arresting a vessel through court process. In some jurisdictions,
under the extended sister ship theory of liability, a claimant may arrest not only the vessel with respect to which the claimants maritime lien has arisen, but also any associated vessel under common ownership or control. While in some
jurisdictions which have adopted this doctrine, liability for damages is limited in scope and would only extend to a company and its ship-owning subsidiaries, we cannot assure you that liability for damages caused by some other vessel determined to
be under common ownership or control with our subsidiaries vessels would not be asserted against us.
Risks Related To Our
Business
Any significant future declines in the values of our vessels could affect our ability to comply with various covenants in our credit
facilities unless waived or modified by our lenders.
Our credit facilities, which are secured by mortgages on our subsidiaries
vessels, require us to maintain specified collateral coverage ratios and satisfy financial covenants, including requirements based on the market value of our vessels, such as maximum corporate leverage levels. The appraised value of a ship
fluctuates depending on a variety of factors including the age of the ship, its hull configuration, prevailing charter market conditions, supply and demand balance for ships and new and pending legislation. The oversupply of tankers and depressed
tanker charter market adversely affected tanker values from the middle of 2008 to late 2013, and despite the young age of our subsidiaries fleet and extensive long-term charter employment on many of the vessels, resulted in a significant
decline in the charter-free values of our vessels. Vessel values have recovered since the end of 2013 and may remain at current levels for a prolonged period, decline or rise. We were compliant with all of our loan covenants as at
December 31, 2015. If we are unable to comply with the financial and other covenants under our credit facilities, including by repaying outstanding debt or posting additional collateral in the case of loan-to-asset value covenants, and are
unable to obtain waivers, our lenders could accelerate our indebtedness. We have paid all of our scheduled loan installments and related loan interest consistently without delay or omission and none of our lenders under our credit facilities
has requested such prepayment or additional cash collateral. Because of the cross-default provisions in our loan agreements, any such default could in turn lead to additional defaults under our other loan agreements and the consequent acceleration
of the related indebtedness.
Charters at attractive rates may not be available when our current time charters expire.
During 2015, we derived approximately 41% of our revenues from time charters, as compared to 46% in 2014. As our current period charters on
four of the vessels owned by our subsidiary companies expire in the remainder of 2016, it may not be possible to re-charter these vessels on a period basis at the attractive rates currently existing. If attractive period charter opportunities are
not available, we would seek to charter the vessels owned by our subsidiary companies on the spot market, which is subject to significant fluctuations. In the event a vessel owned by one of our subsidiary companies may not find employment at
economically viable rates, management may opt to lay up the vessel until such time that rates become attractive again (an action which our subsidiary companies have never undertaken). During the period of layup, the vessel will continue to incur
expenditures such as insurance, reduced crew wages and maintenance costs.
37
We are dependent on the ability and willingness of our charterers to honor their commitments to us for all of
our revenues and the failure of our counterparties to meet their obligations under our charter agreements could cause us to suffer losses or otherwise adversely affect our business.
We derive a substantial portion of our revenues from the payment of charter hire by our charterers. 28 of our 50 vessels are currently
employed under time charters including time charters with profit share. We could lose a charterer or the benefits of a time charter if:
|
|
|
the charterer fails to make charter payments to us because of its financial inability, disagreements with us, defaults on a payment or otherwise;
|
|
|
|
the charterer exercises certain specific limited rights to terminate the charter;
|
|
|
|
we do not take delivery of a newbuilding vessel we may contract for at the agreed time; or
|
|
|
|
the charterer terminates the charter because the vessel fails to meet certain guaranteed speed and fuel consumption requirements and we are unable to rectify the situation or otherwise reach a mutually acceptable
settlement.
|
If we lose a time charter, we may be unable to re-deploy the related vessel on terms as favorable to us or at
all. We would not receive any revenues from such a vessel while it remained unchartered, but we may be required to pay expenses necessary to maintain the vessel in proper operating condition, insure it and service any indebtedness secured by such
vessel.
If our charterers fail to meet their obligations to us or attempt to renegotiate our charter agreements, as part of a court-led
restructuring or otherwise, we could sustain significant reductions in revenue and earnings which could have a material adverse effect on our business, financial condition, results of operations and cash flows, as well as our ability to pay
dividends, if any, in the future, and comply with the covenants in our credit facilities.
If our exposure to the spot market increases, our revenues
could suffer and our expenses could increase.
The spot market for crude oil and petroleum product tankers is highly competitive. As
of April 5, 2016, 22 of the vessels owned by our subsidiary companies were employed under spot charters. As a result of our increased participation in the spot market, we may experience a lower overall utilization of our fleet through waiting
time or ballast voyages, leading to a decline in operating revenue. Moreover, to the extent our vessels are employed in the spot market, both our revenue from vessels and our operating costs, specifically our voyage expenses, will be significantly
impacted by adverse movements in the cost of bunkers (fuel). See Fuel prices may adversely affect our profits. Unlike time charters in which the charterer bears all of the bunker costs, in spot market voyages we bear the bunker
charges as part of our voyage costs. As a result, while historical movements in bunker charges are factored into the prospective freight rates for spot market voyages periodically announced by World Scale Association (London) Limited and similar
organizations, increases in bunker charges in any given period could have a material adverse effect on our cash flow and results of operations for the period in which the increase occurs. In addition, to the extent we employ our vessels pursuant to
contracts of affreightment or under pooling arrangements, the rates that we earn from the charterers under those contracts may be subject to reduction based on market conditions, which could lead to a decline in our operating revenue.
We depend on Tsakos Energy Management, Tsakos Shipping and TCM to manage our business.
We do not have the employee infrastructure to manage our operations and have no physical assets. In common with industry practice, our
subsidiaries own the vessels in the fleet and the contracts to construct our newbuildings. We have engaged Tsakos Energy Management to perform all of our executive and management functions. Tsakos Energy Management employees directly provide us with
financial, accounting and other back-office services, including acting as our liaison with the New York Stock Exchange and the Bermuda Stock Exchange. Tsakos Energy Management, in turn, oversees and subcontracts part of commercial management
38
(including treasury, chartering and vessel purchase and sale functions) to Tsakos Shipping, and day-to-day fleet technical management, such as vessel operations, repairs, supplies and crewing, to
TCM. As a result, we depend upon the continued services provided by Tsakos Energy Management and Tsakos Energy Management depends on the continued services provided by Tsakos Shipping and TCM.
We derive significant benefits from our relationship with Tsakos Energy Management and its affiliated companies, including purchasing
discounts to which we otherwise would not have access. We would be materially adversely affected if any of Tsakos Energy Management, Tsakos Shipping or TCM becomes unable or unwilling to continue providing services for our benefit at the level of
quality they have provided such services in the past and at comparable costs as they have charged in the past. If we were required to employ a ship management company other than Tsakos Energy Management, we cannot offer any assurances that the terms
of such management agreements would be on terms as favorable to the Company in the long term.
Tsakos Energy Management, Tsakos Shipping and TCM are
privately held companies and there is little or no publicly available information about them.
The ability of Tsakos Energy
Management, Tsakos Shipping and TCM to continue providing services for our and our subsidiaries benefit will depend in part on their own financial strength. Circumstances beyond our control could impair their financial strength and, because
each of these companies is privately held, it is unlikely that information about their financial strength would become public. Any such problems affecting these organizations could have a material adverse effect on us.
Tsakos Energy Management has the right to terminate its management agreement with us and Tsakos Shipping and TCM have the right to terminate their
respective contracts with Tsakos Energy Management.
Tsakos Energy Management may terminate its management agreement with us at any
time upon one years notice. In addition, if even one director were to be elected to our board without having been recommended by our existing board, Tsakos Energy Management would have the right to terminate the management agreement on
10 days notice. If Tsakos Energy Management terminates the agreement for this reason, we would be obligated to pay Tsakos Energy Management the present discounted value of all payments that would have otherwise become due under the
management agreement until June 30 in the tenth year following the date of the termination plus the average of the incentive awards previously paid to Tsakos Energy Management multiplied by 10. A termination as of December 31, 2015 would
have resulted in a payment of approximately $170.2 million. Tsakos Energy Managements contracts with Tsakos Shipping and with TCM may be terminated by either party upon six months notice and would terminate automatically upon
termination of our management agreement with Tsakos Energy Management.
Our ability to pursue legal remedies against Tsakos Energy Management, Tsakos
Shipping and TCM is very limited.
In the event Tsakos Energy Management breaches its management agreement with us, we or our
subsidiaries could bring a lawsuit against it. However, because neither we nor they are ourselves party to a contract with Tsakos Shipping or TCM, it may be difficult to sue Tsakos Shipping and TCM for breach of their obligations under their
contracts with Tsakos Energy Management, and Tsakos Energy Management may have no incentive to sue Tsakos Shipping and TCM. Tsakos Energy Management is a company with no substantial assets and no income other than the income it derives under the
management agreement with us. Therefore, it is unlikely that we or our subsidiaries would be able to obtain any meaningful recovery if we or they were to sue Tsakos Energy Management, Tsakos Shipping or TCM on contractual grounds.
Tsakos Shipping provides chartering services to other tankers and TCM manages other tankers and could experience conflicts of interests in performing
obligations owed to us and the operators of other tankers.
In addition to the vessels that it manages for our fleet, TCM technically
manages a fleet of privately owned vessels and wishes to acquire third-party clients. These vessels are operated by the same group of TCM
39
employees that manage our vessels, and we are advised that its employees manage these vessels on an ownership neutral basis; that is, without regard to who owns them. It is not
impossible that Tsakos Shipping, which provides chartering service for nearly all vessels technically managed by TCM, might allocate charter or spot opportunities to other TCM managed vessels when our subsidiaries vessels are unemployed. It is
also possible that TCM could in the future agree to manage more tankers that might directly compete with the fleet.
Clients of Tsakos Shipping have
acquired and may acquire additional vessels that may compete with our fleet.
Tsakos Shipping and we have an arrangement whereby it
affords us a right of first refusal on any opportunity to purchase a tanker which is 10 years of age or younger or contract to construct a tanker that is referred to or developed by Tsakos Shipping. Were we to decline any opportunity offered to us,
or if we do not have the resources or desire to accept it, other clients of Tsakos Shipping might decide to accept the opportunity. In this context, Tsakos Shipping clients have in the past acquired modern tankers and have ordered the construction
of vessels. They may acquire or order tankers in the future, which, if we decline to buy from them, could be entered into charters in competition with our vessels. These charters and future charters of tankers by Tsakos Shipping could result in
conflicts of interest between their own interests and their obligations to us.
Our chief executive officer has affiliations with Tsakos Energy
Management, Tsakos Shipping and TCM which could create conflicts of interest.
Nikolas Tsakos is the president, chief executive
officer and a director of our company and the director and sole shareholder of Tsakos Energy Management. Nikolas Tsakos is also the son of the founder of Tsakos Shipping. These responsibilities and relationships could create conflicts of interest
that could result in our losing revenue or business opportunities or increase our expenses.
Our commercial arrangements with Tsakos Energy Management
and Argosy may not always remain on a competitive basis.
We pay Tsakos Energy Management a management fee for its services pursuant
to our management agreement. We also place our hull and machinery insurance, increased value insurance and loss of hire insurance through Argosy Insurance Company, Guernsey, a captive insurance company affiliated with Tsakos interests. We believe
that the management fees that we pay Tsakos Energy Management compare favorably with management compensation and related costs reported by other publicly traded shipping companies and that our arrangements with Argosy are structured at
arms-length market rates. Our board reviews publicly available data periodically in order to confirm this. However, we cannot assure you that the fees charged to us are or will continue to be as favorable to us as those we could negotiate with
third parties and our board could determine to continue transacting business with Tsakos Energy Management and Argosy even if less expensive alternatives were available from third parties.
We depend on our key personnel.
Our
future success depends particularly on the continued service of Nikolas Tsakos, our president and chief executive officer and the sole shareholder of Tsakos Energy Management. The loss of Mr. Tsakoss services or the services of any of our
key personnel could have a material adverse effect on our business. We do not maintain key man life insurance on any of our executive officers.
Because the market value of our vessels may fluctuate significantly, we may incur impairment charges or losses when we sell vessels which may adversely
affect our earnings.
The fair market value of tankers may increase or decrease depending on any of the following:
|
|
|
general economic and market conditions affecting the tanker industry;
|
|
|
|
supply and demand balance for ships within the tanker industry;
|
40
|
|
|
competition from other shipping companies;
|
|
|
|
types and sizes of vessels;
|
|
|
|
other modes of transportation;
|
|
|
|
governmental or other regulations;
|
|
|
|
prevailing level of charter rates; and
|
|
|
|
technological advances.
|
The global economic downturn that commenced in 2008 resulted in a
decrease in vessel values. The decrease in value accelerated during 2013 until the latter part of the year as a result of excess fleet capacity and falling freight rates. Although valuations have since recovered, they may rise further, remain the
same or start to fall again depending on market conditions. In addition, although our subsidiaries currently own a modern fleet, with an average age of 8.6 years as of March 31, 2016, as vessels grow older, they generally decline in value.
We have a policy of considering the disposal of tankers periodically. If our subsidiaries tankers are sold at a time when tanker prices
have fallen, the sale may be at less than the vessels carrying value on our financial statements, with the result that we will incur a loss.
In addition, accounting pronouncements require that we periodically review long-lived assets and certain identifiable intangibles for
impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment charge for an asset held for use should be recognized when the estimate of undiscounted cash flows,
excluding interest charges, expected to be generated by the use of the asset is less than its carrying amount. Measurement of the impairment charge is based on the fair value of the asset as provided by third parties. Such reviews may from time to
time result in asset write-downs, as was the case in 2013 and 2012, which could adversely affect results of operations.
If TCM is unable to attract
and retain skilled crew members, our reputation and ability to operate safely and efficiently may be harmed.
Our continued success
depends in significant part on the continued services of the officers and seamen whom TCM provides to crew the vessels owned by our subsidiary companies. The market for qualified, experienced officers and seamen is extremely competitive and has
grown more so in recent periods as a result of the growth in world economies and other employment opportunities. Although TCM has a contract with a number of manning agencies and sponsors various marine academies in the Philippines, Greece and
Russia, we cannot assure you that TCM will be successful in its efforts to recruit and retain properly skilled personnel at commercially reasonable salaries. Any failure to do so could adversely affect our ability to operate cost-effectively and our
ability to increase the size of the fleet.
Labor interruptions could disrupt our operations.
Substantially all of the seafarers and land based employees of TCM are covered by industry-wide collective bargaining agreements that set
basic standards. We cannot assure you that these agreements will prevent labor interruptions. In addition, like many other vessels internationally, some of our subsidiaries vessels operate under so-called flags of convenience and
may be vulnerable to unionization efforts by the International Transport Federation and other similar seafarer organizations which could be disruptive to our operations. Any labor interruption or unionization effort which is disruptive to our
operations could harm our financial performance.
The contracts to build our newbuildings present certain economic and other risks.
As of March 31, 2016, our subsidiaries have a contract for the construction of a newbuilding LNG carrier, to be delivered in 2016,
contracts for two VLCCs for delivery in 2016, contracts for the construction of nine
41
aframax crude carriers for delivery in 2016 to 2017 and contracts for the construction of two LR1 product carriers for delivery in 2016 and a shuttle tanker for delivery in 2017. Our subsidiaries
may also order additional newbuildings. During the course of construction of a vessel, we are typically required to make progress payments. While we typically have refund guarantees from banks to cover defaults by the shipyards and our construction
contracts would be saleable in the event of our payment default, we can still incur economic losses in the event that we or the shipyards are unable to perform our respective obligations. Shipyards may periodically experience financial difficulties.
Delays in the delivery of these vessels, or any additional newbuilding or secondhand vessels our subsidiaries may agree to acquire, could
delay our receipt of revenues generated by these vessels and, to the extent we have arranged charter employment for these vessels, could possibly result in the cancellation of those charters, and therefore adversely affect our anticipated results of
operations. The delivery of newbuilding vessels could be delayed because of, among other things: work stoppages or other labor disturbances; bankruptcy or other financial crisis of the shipyard building the vessel; hostilities or political or
economic disturbances in the countries where the vessels are being built, including any escalation of tensions involving North Korea; weather interference or catastrophic events, such as a major earthquake, tsunami or fire; our requests for changes
to the original vessel specifications; requests from our customers, with whom our commercial managers arrange charters for such vessels, to delay construction and delivery of such vessels due to weak economic conditions and shipping demand or a
dispute with the shipyard building the vessel.
Credit conditions internationally might impact our ability to raise debt financing.
Global financial markets and economic conditions have been disrupted and volatile in recent years. At times, the credit markets as well as the
debt and equity capital markets were distressed and it was difficult for many shipping companies to obtain adequate financing. The cost of available financing also increased significantly, but for leading shipping companies has since declined. The
global financial markets and economic conditions could again experience volatility and disruption in the future.
We have traditionally
financed our vessel acquisitions or constructions with our own cash (equity) and bank debt from various reputable national and international commercial banks. In relation to newbuilding contracts, the equity portion usually covers all or part of the
pre-delivery obligations while the debt portion covers the outstanding amount due to the shipyard on delivery. More recently, however, we have arranged pre-delivery bank financing to cover much of the installments due before delivery, and,
therefore, we would be required to provide part of our equity at delivery. In addition, several of our existing loans will mature over the next few years, including the current year. In the event that the related vessels are not sold, or we do not
wish to use existing cash for paying the final balloon payments, then re-financing of the loans for an extended period beyond the maturity date will be necessary. Current and future terms and conditions of available debt financing, especially for
older vessels without time charter could be different from terms obtained in the past and could result in a higher cost of capital, if available at all. Any adverse development in the credit markets could materially alter our current and future
financial and corporate planning and growth and have a negative impact on our balance sheet.
The future performance of our subsidiaries LNG
carriers depends on continued growth in LNG production and demand for LNG and LNG shipping.
The future performance of our
subsidiaries LNG carriers will depend on continued growth in LNG production and the demand for LNG and LNG shipping. A complete LNG project includes production, liquefaction, storage, re-gasification and distribution facilities, in addition to
the marine transportation of LNG. Increased infrastructure investment has led to an expansion of LNG production capacity in recent years, but material delays in the construction of new liquefaction facilities could constrain the amount of LNG
available for shipping, reducing ship utilization. The rate of growth in global LNG demand has fluctuated due to several factors, including the global economic crisis and continued economic uncertainty, fluctuations in the price of
42
natural gas and other sources of energy, the continued acceleration in natural gas production from unconventional sources in regions such as North America and the highly complex and capital
intensive nature of new or expanded LNG projects, including liquefaction projects. Growth in LNG production and demand for LNG and LNG shipping could be negatively affected by a number of factors, including:
|
|
|
increases in the cost of natural gas derived from LNG relative to the cost of natural gas generally;
|
|
|
|
increases in the production levels of low-cost natural gas in domestic natural gas consuming markets, which could further depress prices for natural gas in those markets and make LNG uneconomical;
|
|
|
|
increases in the production of natural gas in areas linked by pipelines to consuming areas, the extension of existing, or the development of new pipeline systems in markets we may serve, or the conversion of existing
non-natural gas pipelines to natural gas pipelines in those markets;
|
|
|
|
decreases in the consumption of natural gas due to increases in its price, decreases in the price of alternative energy sources or other factors making consumption of natural gas less attractive;
|
|
|
|
any significant explosion, spill or other incident involving an LNG facility or carrier;
|
|
|
|
infrastructure constraints such as delays in the construction of liquefaction facilities, the inability of project owners or operators to obtain financing or governmental approvals to construct or operate LNG
facilities, as well as community or political action group resistance to new LNG infrastructure due to concerns about the environment, safety and terrorism;
|
|
|
|
labor or political unrest or military conflicts affecting existing or proposed areas of LNG production or re-gasification;
|
|
|
|
decreases in the price of LNG, which might decrease the expected returns relating to investments in LNG projects; or
|
|
|
|
negative global or regional economic or political conditions, particularly in LNG consuming regions, which could reduce energy consumption or its growth.
|
The existing LNG carrier has been seeking employment since mid-February 2016 in the spot market and there is no charter arrangement for the
LNG carrier newbuilding with expected delivery in late May 2016. Reduced demand for LNG or LNG shipping, or any reduction or limitation in LNG production capacity, could have a material adverse effect on our ability to secure future multi-year time
charters for the LNG carriers, or for any new LNG carriers our subsidiaries may acquire, which could harm our business, financial condition, results of operations and cash flows, including cash available for dividends to our shareholders.
Demand for LNG shipping could be significantly affected by volatile natural gas prices and the overall demand for natural gas.
Gas prices are volatile and are affected by numerous factors beyond our control, including but not limited to the following:
|
|
|
the supply and cost of crude oil and petroleum products;
|
|
|
|
worldwide demand for natural gas;
|
|
|
|
the cost of exploration, development, production, transportation and distribution of natural gas;
|
|
|
|
expectations regarding future energy prices for both natural gas and other sources of energy;
|
|
|
|
the level of worldwide LNG production and exports;
|
|
|
|
government laws and regulations, including but not limited to environmental protection laws and regulations;
|
|
|
|
local and international political, economic and weather conditions;
|
43
|
|
|
political and military conflicts; and
|
|
|
|
the availability and cost of alternative energy sources, including alternate sources of natural gas in gas importing and consuming countries.
|
An oversupply of LNG carriers may lead to a reduction in the charter hire rates we are able to obtain when seeking charters in the future.
Driven in part by an increase in LNG production capacity, the market supply of LNG carriers has been increasing as a result of the
construction of new ships. According to World Shipyard Monitor Database, during the period from 2005 to 2010, the global fleet of LNG carriers grew by an average of 14% per year due to the construction and delivery of new LNG carriers. From
2010, contracting accelerated with 53 orders in 2011, 39 in 2013, 63 in 2014, 31 in 2015 by which time the total LNG carrier order book was 142 vessels, representing 34.2% of the total fleet, with the majority of the newbuildings scheduled for
delivery in 2016 and 2017. This and any future expansion of the global LNG carrier fleet that cannot be absorbed by existing or future LNG projects may have a negative impact on charter rates, ship utilization and ship values. Such impact could be
amplified if the expansion of LNG production capacity does not keep pace with fleet growth.
Hire rates for LNG carriers may fluctuate substantially
and have recently declined significantly. If rates remain low when we are seeking a new charter, our revenues and cash flows may decline.
The significant fall in oil prices over the past 24 months and the milder than expected Far Eastern winter have led to substantial declines in
the price of LNG, which coupled with delays in liquefaction and regasification facilities under construction around the world and a higher order book particularly with vessel ordered on speculation, have led to declines in average rates for new spot
and shorter-term LNG charters. Unless LNG charter market conditions improve over the next several months, we may have difficulty in securing new charters at attractive rates and durations for the
Neo Energy
, whose time charter expired in
February 2016 and is currently seeking employment in the spot market, and for the
Maria Energy,
a newbuilding that is scheduled to be delivered in May 2016 for which employment has yet to be arranged.
We depend upon Hyundai Ocean Services to manage our LNG carrier.
Tsakos Energy Management has subcontracted all technical management of our LNG operation to Hyundai Ocean Services (HOS) for a
fee. Neither Tsakos Energy Management nor TCM has the dedicated personnel for running LNG operations nor can we guarantee that they will employ an adequate number of employees to conduct LNG operations in the future. As such, we are currently
dependent on the reliability and effectiveness of third-party managers for whom we cannot guarantee that their employees, both onshore and at-sea are sufficient in number or capability for their assigned role. We also cannot assure you that we will
be able to continue to receive such services from HOS on a long-term basis on acceptable terms or at all.
Our growth in shuttle tankers depends partly
on continued growth in demand for offshore oil transportation, processing and storage services.
Our growth strategy includes
expansion in the shuttle tanker sector. Growth in this sector depends on continued growth in world and regional demand for these offshore services, which could be negatively affected by a number of factors, such as:
|
|
|
decreases in the actual or projected price of oil, which could lead to a reduction in or termination of production of oil at certain offshore fields our shuttle tankers will service or a reduction in exploration for or
development of new offshore oil fields;
|
|
|
|
increases in the production of oil in areas linked by pipelines to consuming areas, the extension of existing, or the development of new, pipeline systems in markets we may serve, or the conversion of existing non-oil
pipelines to oil pipelines in those markets;
|
44
|
|
|
decreases in the consumption of oil due to increases in its price relative to other energy sources, other factors making consumption of oil less attractive or energy conservation measures;
|
|
|
|
availability of new, alternative energy sources;
|
|
|
|
negative global or regional economic or political conditions, particularly in oil consuming regions, which could reduce energy consumption or its growth; and
|
|
|
|
fall in the price of oil leading to cut-backs in the offshore industry.
|
Oil prices have
declined substantially in the last 18 months, which has resulted in oil companies announcing reductions in oil production and exploration activities, including in offshore fields.
Fuel prices may adversely affect our profits.
While we do not bear the cost of fuel (bunkers) under time and bareboat charters, fuel is a significant, if not the largest, expense in our
shipping operations when vessels are under spot charters. Increases in the price of fuel may, as a result, adversely affect our profitability. The price and supply of fuel is unpredictable and fluctuates based on events outside our control,
including geopolitical developments.
If our counterparties were to fail to meet their obligations under a charter agreement we could suffer losses or
our business could be otherwise adversely affected.
As of April 5, 2016, 28 of our subsidiaries vessels were employed
under time charters and time charters with profit share. The ability and willingness of each of the counterparties to perform their obligations under their charters will depend on a number of factors that are beyond our control and may include,
among other things, general economic conditions, the condition of the oil and energy industries and of the oil and oil products shipping industry as well as the overall financial condition of the counterparties and prevailing charter rates. There
can be no assurance that some of our subsidiaries customers would not fail to pay charter hire or attempt to renegotiate charter rates and, if the charterers fail to meet their obligations or attempt to renegotiate charter agreements, we could
sustain significant losses which could have a material adverse effect on our business, financial condition, results of operations and cash flows, as well as our ability to pay dividends in the future.
We may not have adequate insurance.
In
the event of a casualty to a vessel or other catastrophic event, we will rely on our insurance to pay the insured value of the vessel or the damages incurred. We believe that we maintain as much insurance on the vessels in the fleet, through
insurance companies, including Argosy, a related party company, and P&I clubs, as is appropriate and consistent with industry practice. However, we cannot assure you that this insurance will remain available beyond anniversary dates at
reasonable rates, and we cannot assure you that the insurance we are able to obtain will cover all liabilities that we may incur, particularly those involving oil spills and catastrophic environmental damage. In addition, we may not be able to
insure certain types of losses, including loss of hire, for which insurance coverage may become unavailable. Any uninsured or underinsured loss or liability could harm our business, financial condition, results of operations and cash flows,
including cash available for payment of dividends to our shareholders.
We are subject to funding calls by our protection and indemnity clubs, and our
clubs may not have enough resources to cover claims made against them.
Our subsidiaries are indemnified for legal liabilities
incurred while operating their vessels through membership in P&I clubs. P&I clubs are mutual insurance clubs whose members must contribute to cover losses sustained by other club members. The objective of a P&I club is to provide mutual
insurance based on the aggregate tonnage of a members vessels entered into the club. Claims are paid through the aggregate premiums of all members of the club, although members remain subject to calls for additional funds in the unlikely event
45
aggregate premiums are insufficient to cover claims submitted to the club. Claims submitted to the club may include those incurred by members of the club, as well as claims submitted to the club
from other P&I clubs with which our subsidiaries P&I clubs have entered into interclub agreements. We cannot assure you that the P&I clubs to which our subsidiaries belong will remain viable or that we will not become subject to
additional funding calls which could adversely affect our profitability.
The insolvency or financial deterioration of any of our insurers or
reinsurers would negatively affect our ability to recover claims for covered losses on our vessels.
We have placed our hull and
machinery, increased value and loss of hire insurance with Argosy, a captive insurance company affiliated with Tsakos family interests. Argosy reinsures the insurance it underwrites for us with various reinsurers, however, the coverage deductibles
of the reinsurance policies periodically exceed the coverage deductibles of the insurance policies Argosy underwrites for us. Argosy, therefore, would be liable with respect to the difference between those deductibles in the event of a claim by us
to which the deductibles apply. Although these reinsurers have a minimum credit rating of A-, we do not have the ability to independently determine our insurers and reinsurers creditworthiness or their ability to pay any
claims that we may have as a result of a loss. In the event of insolvency or other financial deterioration of our insurer or its reinsurers, we cannot assure you that we would be able to recover on any claims we suffer.
Our degree of leverage and certain restrictions in our financing agreements impose constraints on us.
We incur substantial debt to finance the acquisition of our vessels. At December 31, 2015, our debt to capital ratio was 49.7% (debt /
debt plus equity), with $1.4 billion in debt outstanding. We are required to apply a substantial portion of our cash flow from operations to the payment of principal and interest on this debt. In 2015, 77% of our cash flow derived from operations
was dedicated to debt service, excluding any debt prepayment upon the sale of vessels and voluntary early debt prepayments. This limits the funds available for working capital, capital expenditures, dividends and other purposes. Our degree of
leverage could have important consequences for us, including the following:
|
|
|
a substantial decrease in our net operating cash flows or an increase in our expenses could make it difficult for us to meet our debt service requirements and force us to modify our operations;
|
|
|
|
we may be more highly leveraged than our competitors, which may make it more difficult for us to expand our fleet; and
|
|
|
|
any significant amount of leverage exposes us to increased interest rate risk and makes us vulnerable to a downturn in our business or the economy generally.
|
In addition, our financing arrangements, which we secured by mortgages on our ships, impose operating and financial restrictions on us that
restrict our ability to:
|
|
|
incur additional indebtedness;
|
|
|
|
sell the capital of our subsidiaries or other assets;
|
|
|
|
engage in mergers and acquisitions;
|
|
|
|
make capital expenditures;
|
|
|
|
repurchase common shares; and
|
46
We have a holding company structure which depends on dividends from our subsidiaries and interest
income to pay our overhead expenses and otherwise fund expenditures consisting primarily of advances on newbuilding contracts and the payment of dividends to our shareholders. As a result, restrictions contained in our financing arrangements and
those of our subsidiaries on the payment of dividends may restrict our ability to fund our various activities.
We are exposed to volatility in LIBOR
and selectively enter into derivative contracts, which can result in higher than market interest rates and charges against our income.
Over the past twelve years we have selectively entered into derivative contracts both for investment purposes and to hedge our overall
interest expense and, more recently, our bunker expenses. Our board of directors monitors the status of our derivatives in order to assess whether such derivatives are within reasonable limits and reasonable in light of our particular investment
strategy at the time we entered into the derivative contracts.
Loans advanced under our secured credit facilities are, generally,
advanced at a floating rate based on LIBOR, which has been stable and at historically low levels in recent years, but was volatile in prior years, which can affect the amount of interest payable on our debt, and which, in turn, could have an adverse
effect on our earnings and cash flow. Our financial condition could be materially adversely affected at any time that we have not entered into interest rate hedging arrangements to hedge our interest rate exposure and the interest rates applicable
to our credit facilities and any other financing arrangements we may enter into in the future, including those we enter into to finance a portion of the amounts payable with respect to newbuildings, increase. Moreover, even if we have entered into
interest rate swaps or other derivative instruments for purposes of managing our interest rate or bunker cost exposure, our hedging strategies may not be effective and we may incur substantial loss.
We have a risk management policy and the Audit Committee to oversee all our derivative transactions. It is our policy to monitor our exposure
to business risk, and to manage the impact of changes in interest rates, foreign exchange rate movements and bunker prices on earnings and cash flows through derivatives. Derivative contracts are executed when management believes that the action is
not likely to significantly increase overall risk. Entering into swaps and derivatives transactions is inherently risky and presents various possibilities for incurring significant expenses. The derivatives strategies that we employ in the future
may not be successful or effective, and we could, as a result, incur substantial additional interest costs. See Item 11. Quantitative and Qualitative Disclosures About Market Risk for a description of our current interest rate swap
arrangements.
Our subsidiaries vessels may suffer damage and we may face unexpected dry-docking costs which could affect our cash flow and
financial condition.
If our vessels suffer damage, they may need to be repaired at a dry-docking facility. The costs of dry-dock
repairs can be both substantial and unpredictable. We may have to pay dry-docking costs that our insurance does not cover. This would result in decreased earnings.
If we were to be subject to tax in jurisdictions in which we operate, our financial results would be adversely affected.
Our income is not presently subject to taxation in Bermuda, which has no corporate income tax. We believe that we should not be subject to tax
under the laws of various countries, other than the United States, in which we conduct activities or in which our customers are located. However, our belief is based on our understanding of the tax laws of those countries, and our tax position is
subject to review and possible challenge by taxing authorities and to possible changes in law or interpretation. We cannot determine in advance the extent to which certain jurisdictions may require us to pay tax or to make payments in lieu of tax.
In addition, payments due to us from our customers may be subject to tax claims.
If we or our subsidiaries are not entitled to exemption
under Section 883 of the United States Internal Revenue Code of 1986, as amended, for any taxable year, we or our subsidiaries would be subject for those years
47
to a 4% United States federal income tax on our gross U.S.-source shipping revenue, without allowance for deductions, under Section 887 of the Internal Revenue Code. The imposition of such
tax could have a negative effect on our business and would result in decreased earnings available for distribution to our stockholders.
See Tax ConsiderationsUnited States federal income tax considerations for additional information about the requirements of
this exemption.
If we were treated as a passive foreign investment company, a U.S. investor in our common shares would be subject to disadvantageous
rules under the U.S. tax laws.
If we were treated as a passive foreign investment company (a PFIC) in any year, U.S.
holders of our common shares would be subject to unfavorable U.S. federal income tax treatment. We do not believe that we will be a PFIC in 2016 or in any future year. However, PFIC classification is a factual determination made annually and we
could become a PFIC if the portion of our income derived from bareboat charters or other passive sources were to increase substantially or if the portion of our assets that produce or are held for the production of passive income were to increase
substantially. Moreover, the IRS may disagree with our position that time and voyage charters do not give rise to passive income for purposes of the PFIC rules. Accordingly, we can provide no assurance that we will not be treated as a PFIC for 2015
or for any future year. Please see Tax ConsiderationsUnited States federal income tax considerationsPassive Foreign Investment Company Considerations herein for a description of the PFIC rules.
Distributions on the common shares of non-U.S. companies that are treated as dividends for U.S. federal income tax purposes and are received
by individuals generally will be eligible for taxation at capital gain rates if the common shares with respect to which the dividends are paid are readily tradable on an established securities market in the United States. This treatment will not be
available to dividends we pay, however, if we qualify as a PFIC for the taxable year of the dividend or the preceding taxable year, or to the extent that (i) the shareholder does not satisfy a holding period requirement that generally requires
that the shareholder hold the shares on which the dividend is paid for more than 60 days during the 121-day period that begins 60 days before the date on which the shares become ex-dividend with respect to such dividend, (ii) the shareholder is
under an obligation to make related payments with respect to substantially similar or related property or (iii) such dividend is taken into account as investment income under Section 163(d)(4)(B) of the Internal Revenue Code. We do not
believe that we qualified as a PFIC for our last taxable year and, as described above, we do not expect to qualify as a PFIC for our current or future taxable years. Legislation has been proposed in the United States Congress which, if enacted in
its current form, would likely cause dividends on our shares to be ineligible for the preferential tax rates described above. There can be no assurance regarding whether, or in what form, such legislation will be enacted.
Because some of our subsidiaries vessels expenses are incurred in foreign currencies, we are exposed to exchange rate risks.
The charterers of the vessels owned by our subsidiary companies pay in U.S. dollars. While most of the expenses incurred by our managers or by
us on our subsidiaries behalf are paid in U.S. dollars, certain of these expenses are in other currencies, most notably the Euro. In 2015, Euro expenses accounted for approximately 34% of our total operating expenses, including dry-dockings.
Declines in the value of the U.S. dollar relative to the Euro, or the other currencies in which we incur expenses, would increase the U.S. dollar cost of paying these expenses and thus would adversely affect our results of operations.
The Tsakos Holdings Foundation and the Tsakos family can exert considerable control over us, which may limit your ability to influence our actions.
As of April 5, 2016, companies controlled by the Tsakos Holdings Foundation or affiliated with the Tsakos Group own
approximately 30% of our outstanding common shares. The Tsakos Holdings Foundation is a Liechtenstein foundation whose beneficiaries include persons and entities affiliated with the Tsakos family,
48
charitable institutions and other unaffiliated persons and entities. The council which controls the Tsakos Holdings Foundation consists of five members, two of whom are members of the Tsakos
family. As long as the Tsakos Holdings Foundation and the Tsakos family beneficially own a significant percentage of our common shares, each will have the power to influence the election of the members of our board of directors and the vote on
substantially all other matters, including significant corporate actions.
Risks Related To Our Common and Preferred Shares
Future sales of our common shares could cause the market price of our common shares to decline.
Sales of a substantial number of our common shares in the public market, or the perception that these sales could occur, may depress the
market price for our common shares. These sales could also impair our ability to raise additional capital through the sale of our equity securities in the future. We may issue additional common shares in the future and our shareholders may elect to
sell large numbers of shares held by them from time to time.
The market price of our common shares and preferred shares may be unpredictable and
volatile.
The market price of our common shares and Series B Preferred Shares, Series C Preferred Shares and Series D Preferred
Shares may fluctuate due to factors such as actual or anticipated fluctuations in our quarterly and annual results and those of other public companies in our industry, mergers and strategic alliances in the tanker industry, market conditions in the
tanker industry, changes in government regulation, shortfalls in our operating results from levels forecast by securities analysts, announcements concerning us or our competitors, our sales of our common shares or of additional preferred shares,
changes in prevailing interest rates and the general state of the securities market. The tanker industry has been highly unpredictable and volatile. The market for common stock and preferred stock in this industry may be equally volatile. Therefore,
we cannot assure you that you will be able to sell any of our common shares and preferred shares you may have purchased, or will purchase in the future, at a price greater than or equal to the original purchase price.
If the market price of our common shares falls to and remains below $5.00 per share, under stock exchange rules, our shareholders will not be
able to use such shares as collateral for borrowing in margin accounts. This inability to use common shares as collateral may depress demand and certain institutional investors are restricted from investing in or holding shares priced below $5.00,
which could lead to sales of such shares creating further downward pressure on and increased volatility in the market price of our common shares.
We
may not be able to pay cash dividends on our common shares or preferred shares as intended if market conditions change.
During 2015,
we paid dividends on our common shares totaling $0.24 per common share, totaling $20.6 million. On February 16, 2016, the Company announced a common share dividend of $0.08 per common share to be paid on April 7, 2016 to holders of record
as of March 30, 2016. In addition, during 2015 we paid dividends on our preferred shares totaling $12.8 million and another $4.0 million in January and February 2016. Subject to the limitations discussed below, we currently intend to continue
to pay cash dividends on our common shares and preferred shares. However, there can be no assurance that we will pay dividends or as to the amount of any dividend. The payment and the amount will be subject to the discretion of our board of
directors and will depend, among other things, on restrictions in the Companies Act of 1981 of Bermuda, as amended, or the Companies Act, on our available cash balances, anticipated cash needs, our results of operations, our financial condition, and
any loan agreement restrictions binding us or our subsidiaries, including a limit on dividends exceeding 50% of our net income for any particular year, plus certain additional amounts permitted to the extent 50% of our aggregate net income in prior
years exceeded dividends paid during such years, as well as other relevant factors. Net losses that we incurred in certain of our historical periods as well as dividends that we historically paid reduce the amount of the accumulated consolidated net
income from which we are permitted to pay dividends under our loan agreements while net income in other periods increases the amount. In addition, dividends on our
49
common shares are subject to the priority of our dividend obligations relating to our Series B, Series C and Series D Preferred Shares. We may have insufficient cash to pay dividends on or redeem
our Series B, Series C and Series D Preferred Shares, or pay dividends on our common shares. Depending on our operating performance for a particular year, this could result in no dividend at all despite the existence of net income, or a dividend
that represents a lower percentage of our net income.
Because we are a holding company with no material assets other than the stock of
our subsidiaries, our ability to pay dividends will depend on the earnings and cash flow of our subsidiaries and their ability to pay us dividends. In addition, the financing arrangements for indebtedness we incur in connection with our newbuilding
program may further restrict our ability to pay dividends. In the event of any insolvency, bankruptcy or similar proceedings of a subsidiary, creditors of such subsidiary would generally be entitled to priority over us with respect to assets of the
affected subsidiary. Investors in our common shares, Series B Preferred Shares, Series C Preferred Shares or Series D Preferred Shares may be adversely affected if we are unable to or do not pay dividends as intended.
Market interest rates may adversely affect the value of our Series B Preferred Shares, Series C Preferred Shares and Series D Preferred Shares.
One of the factors that influences the price of our Series B Preferred Shares, Series C Preferred Shares and Series D Preferred Shares is the
dividend yield on these Preferred Shares (as a percentage of the price thereof) relative to market interest rates. An increase in market interest rates, which are currently at low levels relative to historical rates, may lead to lower prices for our
shares when valued using their dividend yields. Higher interest rates would likely increase our borrowing costs and potentially decrease funds available for dividends. Accordingly, higher interest rates could affect the market prices of our
Preferred Shares to decrease.
Holders of our Preferred Shares have extremely limited voting rights.
The voting rights of holders of Series B Preferred Shares, Series C Preferred Shares and Series D Preferred Shares are extremely limited. Our
common shares are the only class or series of our shares carrying full voting rights. The voting rights of holders of these Preferred Shares are limited to the ability, subject to certain exceptions, to elect, voting together as a class with all
other classes or series of parity securities upon which like voting rights have been conferred and are exercisable, one director if dividends for six quarterly dividend periods (whether or not consecutive) payable thereon are in arrears and certain
other limited protective voting rights described in Item 10. Additional InformationDescription of Share CapitalPreferred Shares.
Provisions in our Bye-laws and our management agreement with Tsakos Energy Management would make it difficult for a third party to acquire us, even if such
a transaction is beneficial to our shareholders.
Our Bye-laws provide for a staggered board of directors, blank check preferred
stock, super majority voting requirements and other anti-takeover provisions, including restrictions on business combinations with interested persons and limitations on the voting rights of shareholders who acquire more than 15% of our common
shares. In addition, Tsakos Energy Management would have the right to terminate our management agreement and seek liquidated damages if a board member were elected without having been approved by the current board. These provisions could deter a
third party from tendering for the purchase of some or all of our shares. These provisions may have the effect of delaying or preventing changes of control of the ownership and management of our company.
Because we are a foreign corporation, you may not have the same rights as a shareholder in a U.S. corporation.
We are a Bermuda corporation. Our Memorandum of Association and Bye-laws and the Companies Act govern our affairs. While many provisions of
the Companies Act resemble provisions of the corporation laws of a number of states in the United States, Bermuda law may not as clearly establish your rights and the fiduciary responsibilities of our directors as do statutes and judicial precedent
in some U.S. jurisdictions. In addition, apart
50
from three non-executive directors, our directors and officers are not resident in the United States and all or substantially all of our assets are located outside of the United States. As a
result, investors may have more difficulty in protecting their interests and enforcing judgments in the face of actions by our management, directors or controlling shareholders than would shareholders of a corporation incorporated in a U.S.
jurisdiction.
In addition, you should not assume that courts in the country in which we are incorporated or where our assets are located
would enforce judgments of U.S. courts obtained in actions against us based upon the civil liability provisions of applicable U.S. federal and state securities laws or would enforce, in original actions, liabilities against us based on those laws.
We are a foreign private issuer under NYSE rules, and as such we are entitled to exemption from certain NYSE corporate
governance standards, and you may not have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements.
We are a foreign private issuer under the securities laws of the United States and the rules of the NYSE. Under the securities
laws of the United States, foreign private issuers are subject to different disclosure requirements than U.S. domiciled registrants, as well as different financial reporting requirements. Under the NYSE rules, a foreign private
issuer is subject to less stringent corporate governance requirements. Subject to certain exceptions, the rules of the NYSE permit a foreign private issuer to follow its home country practice in lieu of the listing requirements of
the NYSE, including (i) the requirement that a majority of the board of directors consist of independent directors, (ii) the requirement that the nominating/corporate governance committees be composed entirely of independent directors and
have a written charter addressing the committees purpose and responsibilities, (iii) the requirement that the compensation committee be composed entirely of independent directors and have a written charter addressing the committees
purpose and responsibilities, and (iv) the requirement of an annual performance evaluation of the nominating/corporate governance and compensation committees.
Nonetheless, a majority of our directors are independent, all of the members of our compensation, nominating and corporate governance
committee are independent directors, and all of our board committees have written charters addressing their respective purposes and responsibilities.
Item 4.
|
Informatio
n on the Company
|
Tsakos Energy Navigation Limited
is a leading provider of international seaborne crude oil and petroleum product transportation services. In 2007, it also started to transport liquefied natural gas. It was incorporated in 1993 as an exempted company under the laws of Bermuda under
the name Maritime Investment Fund Limited and in, 1996, was renamed MIF Limited. Our common shares were listed in 1993 on the Oslo Stock Exchange (OSE) and the Bermuda Stock Exchange, although we de-listed from the OSE in March 2005 due to limited
trading. The Companys shares are no longer actively traded on the Bermuda exchange. In July 2001, the Companys name was changed to Tsakos Energy Navigation Limited to enhance our brand recognition in the tanker industry, particularly
among charterers. In March 2002, we completed an initial public offering of our common shares in the United States and our common shares began trading on the New York Stock Exchange under the ticker symbol TNP. Since incorporation, the
Company has owned and operated 81 vessels and has sold 32 vessels (of which three had been chartered back and eventually repurchased at the end of their charters. All three have since been sold again).
Our principal offices are located at 367 Syngrou Avenue, 175 64 P. Faliro, Athens, Greece. Our telephone number at this address is 011 30 210
9407710. Our website address is
http://www.tenn.gr
.
For additional information on the Company, see Item 5. Operating and
Financial Review and Prospects.
51
Business Overview
As of April 5, 2016 we operated a fleet of 47 modern crude oil and petroleum product tankers that provide world-wide marine transportation
services for national, major and other independent oil companies and refiners under long, medium and short-term charters. Our fleet also includes one 2007-built LNG carrier and two 2013-built shuttle suezmax tankers with advanced dynamic positioning
technology (DP2), bringing our total operating fleet to 50 vessels. We have also under construction a 174,000 cbm LNG carrier with expected delivery in the second quarter of 2016, nine crude aframaxes with expected deliveries in 2016 and 2017, two
LR1 product carriers with expected deliveries in later 2016, two VLCCs with expected deliveries in the second and fourth quarter of 2016 respectively and one shuttle suezmax tanker with expected delivery in 2017. The resulting fleet (assuming no
further sales or acquisitions) would comprise 65 vessels representing approximately 7.2 million dwt.
We believe that we have
established a reputation as a safe, high quality, cost efficient operator of modern and well-maintained tankers. We also believe that these attributes, together with our strategy of proactively working towards meeting our customers chartering
needs, has contributed to our ability to attract world-class energy producers as customers and to our success in obtaining charter renewals generating strong fleet utilization.
Our fleet is managed by Tsakos Energy Management, a company owned by our chief executive officer. Tsakos Energy Management provides us with
strategic advisory, financial, accounting and administrative services, while subcontracting the commercial management of our business to Tsakos Shipping. In its capacity as commercial manager, Tsakos Shipping provides various services for our
vessels, including charterer relations, obtaining insurance and vessel sale and purchase, supervising newbuilding construction and vessel financing. Until June 30, 2010, Tsakos Shipping had also provided technical and operational management for
the majority of our vessels.
Tsakos Energy Management subcontracts the technical and operational management of our fleet to TCM. TCM was
formed in February 2010 by Tsakos family interests and a German private company, the owner of the ship management company Columbia Shipmanagement Ltd., or CSM, as a joint-venture ship management company on an equal partnership basis to provide
technical and operational management services to owners of vessels, primarily within the Greece-based market. TCM, which formally commenced operations on July 1, 2010, now manages the technical and operational activities of all of our vessels
apart from the LNG carrier
Neo Energy
, the VLCC
Millennium
and the Suezmax tanker
Eurochampion 2004,
which are technically managed by a non-affiliated ship manager. TCM is based in Athens, Greece. TCM and CSM cooperate in the
purchase of certain supplies and services on a combined basis. By leveraging the purchasing power of CSM, which currently provides full technical management services for 211 vessels and crewing services for an additional 87 vessels, we believe TCM
is able to procure services and supplies at lower prices than Tsakos Shipping could alone, thereby reducing overall operating expenses for us. In its capacity as technical manager, TCM manages our day-to-day vessel operations, including provision of
supplies, maintenance and repair, and crewing. Members of the Tsakos family are involved in the decision-making processes of Tsakos Energy Management, Tsakos Shipping and TCM.
52
As of April 5, 2016, our operational fleet consisted of the following 50 vessels:
|
|
|
Number of Vessels
|
|
Vessel Type
|
1
|
|
VLCC
|
13
|
|
Suezmax
|
8
|
|
Aframax
|
3
|
|
Aframax LR2
|
9
|
|
Panamax LR1
|
6
|
|
Handymax MR2
|
7
|
|
Handysize MR1
|
1
|
|
LNG carrier
|
2
|
|
Shuttle DP2
|
Total 50
|
|
|
Twenty-one of the operating vessels are of ice-class specification. This fleet diversity, which includes a
number of sister ships, provides us with the capability to be one of the more versatile operators in the market. The current operating fleet totals approximately 5.2 million dwt, all of which is double-hulled. As of March 31, 2016, the average
age of the tankers in our current operating fleet was 8.6 years, compared with the industry average of 9.7 years.
In addition to the
vessels operating in our fleet as of April 5, 2016, we have also entered into agreements for the construction of 15 additional vessels with established shipyards, Daewoo-Mangalia Heavy Industries, Hyundai Heavy Industries, Hyundai Samho Heavy
Industries and Sungdong Shipbuilding.
We believe the following factors distinguish us from other public tanker companies:
|
|
|
Modern, high-quality, fleet.
We own a fleet of modern, versatile, high-quality tankers that are designed for enhanced safety and low operating costs. Since inception, we have committed to investments of
approximately $5.1 billion, including investments of approximately $3.8 billion in newbuilding constructions, in order to maintain and improve the quality of our fleet. We believe that increasingly stringent environmental regulations and heightened
concerns about liability for oil pollution have contributed to a significant demand for our vessels by leading oil companies, oil traders and major government oil entities. TCM, the technical manager of our fleet, has ISO 14001 environmental
certification and ISO 9001 quality certification, based in part upon audits conducted on our vessels.
|
|
|
|
Diversified fleet.
Our diversified fleet, which includes VLCC, suezmax, aframax, panamax, handysize, handymax tankers, one LNG carrier, and the two DP2 shuttle tankers, allows us to better serve our
customers international petroleum product and crude oil transportation needs. We had also committed a sizable part of our newbuilding and acquisition program, in the past, to ice-class vessels, which are vessels that can access ice-bound ports
depending on certain thickness of ice. We have 21 ice-class vessels. Additionally, we entered the LNG market with the delivery of our first LNG carrier in 2007 and have contracted for the construction of one additional LNG carrier newbuilding, to be
delivered in Q2 2016. We also entered the shuttle tanker market with our first DP2 suezmax
Rio 2016
which was delivered in March 2013 and our second DP2 suezmax
Brasil 2014
which was delivered in April 2013, each of which commenced
with a 15-year time charter with Petrobras after delivery. The construction of a further DP2 suezmax shuttle tanker has been contracted in November 2014 for delivery in 2017 for charter to a European state-owned oil major.
|
|
|
|
Stability throughout industry cycles.
Historically, we have employed a high percentage of our fleet on long and medium-term employment
with fixed rates or minimum rates plus profit sharing agreements. We believe this approach has resulted in high utilization rates for our vessels. At the same time, we maintain flexibility in our chartering policy to allow us to take advantage of
favorable rate trends through spot market employment, pools and contract of affreightment charters with periodic
|
53
|
adjustments as we have done since late 2014 to take advantage of strong spot market rates. Over the last five years, our overall average fleet utilization rate was 97.1%.
|
|
|
|
High-Quality, sophisticated clientele.
For over 40 years, Tsakos entities have maintained relationships with and achieved acceptance by national, major and other independent oil companies and refiners.
Several of the worlds major oil companies and traders, including BP, ExxonMobil, Flopec, Hyundai Merchant Marine, Petrobras, Chevron, Shell and Vitol are among the regular customers of Tsakos Energy Navigation.
|
|
|
|
Developing LNG and offshore shuttle tanker platform.
We believe we are well positioned to capitalize on rising demand for LNG sea transport and offshore shuttle tanker transport because of our extensive
relationships with existing customers, strong safety track record, superior technical management capabilities and financial flexibility. We already operate one LNG carrier with a further one on order and two newly-built DP2 suezmax shuttle tankers
with a further one on order.
|
|
|
|
Presence in offshore service sector.
With the delivery of two suezmax DP2 shuttle tankers, which operate on long-term charters with one of the largest developers of offshore oil fields and a further
shuttle tanker under construction for a specific long-term time charter, we have established a presence in a shipping sector previously dominated by only a small handful of shipping companies. It is our intention to explore other opportunities in
servicing the offshore oil exploration and production industry, building on the well established relationships with existing oil major customers which exploit the rich deposits of sub-marine oil fields to take advantage of a potential future rebound
in the sector.
|
|
|
|
Significant leverage from our relationship with Tsakos Shipping and TCM.
We believe the expertise, scale and scope of TCM are key components in maintaining low operating costs, efficiency, quality and
safety. We leverage Tsakos Shippings reputation and longstanding relationships with leading charterers to foster charter renewals. In addition, we believe that TCM has the ability to spread costs over a larger vessel base than that previously
of Tsakos Shipping, thereby capturing even greater economies of scale that may lead to additional cost savings for us.
|
54
As of April 5, 2016, our fleet consisted of the following 50 vessels:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vessel
|
|
Year
Built
|
|
|
Deadweight
Tons
|
|
|
Year
Acquired
|
|
Charter
Type
(1)
|
|
Expiration of
Charter
|
|
Hull Type
(2)
(all double hull)
|
|
|
Cargoes
|
VLCC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Millennium
|
|
|
1998
|
|
|
|
301,171
|
|
|
1998
|
|
bareboat charter
|
|
November 2018
|
|
|
|
|
|
Crude
|
SUEZMAX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Silia T
(3)
|
|
|
2002
|
|
|
|
164,286
|
|
|
2002
|
|
time charter
|
|
June 2017
|
|
|
|
|
|
Crude
|
2. Eurochampion 2004
|
|
|
2005
|
|
|
|
164,608
|
|
|
2005
|
|
spot
|
|
|
|
|
ice-class 1C
|
|
|
Crude
|
3. Euronike
(3)
|
|
|
2005
|
|
|
|
164,565
|
|
|
2005
|
|
time charter
|
|
September 2016
|
|
|
ice-class 1C
|
|
|
Crude
|
4. Archangel
|
|
|
2006
|
|
|
|
163,216
|
|
|
2006
|
|
spot
|
|
|
|
|
ice-class 1A
|
|
|
Crude
|
5. Alaska
|
|
|
2006
|
|
|
|
163,250
|
|
|
2006
|
|
spot
|
|
|
|
|
ice-class 1A
|
|
|
Crude
|
6. Arctic
|
|
|
2007
|
|
|
|
163,216
|
|
|
2007
|
|
time charter
|
|
October 2017
|
|
|
ice-class 1A
|
|
|
Crude
|
7. Antarctic
|
|
|
2007
|
|
|
|
163,216
|
|
|
2007
|
|
spot
|
|
|
|
|
ice-class 1A
|
|
|
Crude
|
8. Spyros K
(4)
|
|
|
2011
|
|
|
|
157,740
|
|
|
2011
|
|
time charter
|
|
May 2022
|
|
|
|
|
|
Crude
|
9. Dimitris P
(4)
|
|
|
2011
|
|
|
|
157,648
|
|
|
2011
|
|
time charter
|
|
August 2023
|
|
|
|
|
|
Crude
|
10.Euro
|
|
|
2012
|
|
|
|
157,539
|
|
|
2014
|
|
time charter
|
|
July 2018
|
|
|
|
|
|
Crude
|
11.Eurovision
|
|
|
2013
|
|
|
|
157,803
|
|
|
2014
|
|
spot
|
|
|
|
|
|
|
|
Crude
|
12.Pentathlon
|
|
|
2009
|
|
|
|
158,475
|
|
|
2015
|
|
spot
|
|
|
|
|
|
|
|
Crude
|
13. Decathlon
|
|
|
2012
|
|
|
|
158,475
|
|
|
2016
|
|
spot
|
|
|
|
|
|
|
|
Crude
|
SUEZMAX DP2 SHUTTLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Rio 2016
|
|
|
2013
|
|
|
|
157,000
|
|
|
2013
|
|
time charter
|
|
May 2028
|
|
|
|
|
|
Crude/Products
|
2. Brasil 2014
|
|
|
2013
|
|
|
|
157,000
|
|
|
2013
|
|
time charter
|
|
June 2028
|
|
|
|
|
|
Crude/Products
|
AFRAMAX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Proteas
(7)
|
|
|
2006
|
|
|
|
117,055
|
|
|
2006
|
|
time charter
|
|
May 2018
|
|
|
ice-class 1A
|
|
|
Crude/Products
|
2. Promitheas
(7)
|
|
|
2006
|
|
|
|
117,055
|
|
|
2006
|
|
time charter
|
|
May 2018
|
|
|
ice-class 1A
|
|
|
Crude/Products
|
3. Propontis
(7)
|
|
|
2006
|
|
|
|
117,055
|
|
|
2006
|
|
time charter
|
|
May 2018
|
|
|
ice-class 1A
|
|
|
Crude
|
4. Izumo Princess
|
|
|
2007
|
|
|
|
105,374
|
|
|
2007
|
|
spot
|
|
|
|
|
DNA
|
|
|
Crude
|
5. Sakura Princess
|
|
|
2007
|
|
|
|
105,365
|
|
|
2007
|
|
spot
|
|
|
|
|
DNA
|
|
|
Crude
|
6. Maria Princess
|
|
|
2008
|
|
|
|
105,346
|
|
|
2008
|
|
spot
|
|
|
|
|
DNA
|
|
|
Crude
|
7. Nippon Princess
|
|
|
2008
|
|
|
|
105,392
|
|
|
2008
|
|
CoA
|
|
|
|
|
DNA
|
|
|
Crude
|
8. Ise Princess
|
|
|
2009
|
|
|
|
105,361
|
|
|
2009
|
|
CoA
|
|
|
|
|
DNA
|
|
|
Crude
|
9. Asahi Princess
|
|
|
2009
|
|
|
|
105,372
|
|
|
2009
|
|
spot
|
|
|
|
|
DNA
|
|
|
Crude
|
10. Sapporo Princess
|
|
|
2010
|
|
|
|
105,354
|
|
|
2010
|
|
spot
|
|
|
|
|
DNA
|
|
|
Crude
|
11. Uraga Princess
|
|
|
2010
|
|
|
|
105,344
|
|
|
2010
|
|
spot
|
|
|
|
|
DNA
|
|
|
Crude
|
PANAMAX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Andes
(5)
|
|
|
2003
|
|
|
|
68,439
|
|
|
2003
|
|
time charter
|
|
September 2018
|
|
|
|
|
|
Crude/Products
|
2. Maya
(5)(6)
|
|
|
2003
|
|
|
|
68,439
|
|
|
2003
|
|
time charter
|
|
January 2018
|
|
|
|
|
|
Crude/Products
|
3. Inca
(5)(6)
|
|
|
2003
|
|
|
|
68,439
|
|
|
2003
|
|
time charter
|
|
March 2018
|
|
|
|
|
|
Crude/Products
|
4. Selecao
|
|
|
2008
|
|
|
|
74,296
|
|
|
2008
|
|
time charter
|
|
October 2016
|
|
|
|
|
|
Crude/Products
|
5. Socrates
|
|
|
2008
|
|
|
|
74,327
|
|
|
2008
|
|
time charter
|
|
November 2016
|
|
|
|
|
|
Crude/Products
|
6. World Harmony
(5)
|
|
|
2009
|
|
|
|
74,200
|
|
|
2010
|
|
time charter
|
|
April 2018
|
|
|
|
|
|
Crude/Products
|
7. Chantal
(5)
|
|
|
2009
|
|
|
|
74,329
|
|
|
2010
|
|
time charter
|
|
June 2018
|
|
|
|
|
|
Crude/Products
|
8. Selini
(3)
|
|
|
2009
|
|
|
|
74,296
|
|
|
2010
|
|
time charter
|
|
October 2017
|
|
|
|
|
|
Crude/Products
|
9. Salamina
(3)
|
|
|
2009
|
|
|
|
74,251
|
|
|
2010
|
|
time charter
|
|
April 2017
|
|
|
|
|
|
Crude/Products
|
HANDYMAX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Artemis
|
|
|
2005
|
|
|
|
53,039
|
|
|
2006
|
|
time charter
|
|
December 2017
|
|
|
ice-class 1A
|
|
|
Products
|
2. Afrodite
|
|
|
2005
|
|
|
|
53,082
|
|
|
2006
|
|
time charter
|
|
August 2017
|
|
|
ice-class 1A
|
|
|
Products
|
3. Ariadne
(3)
|
|
|
2005
|
|
|
|
53,021
|
|
|
2006
|
|
time charter
|
|
August 2017
|
|
|
ice-class 1A
|
|
|
Products
|
4. Aris
|
|
|
2005
|
|
|
|
53,107
|
|
|
2006
|
|
time charter
|
|
May 2017
|
|
|
ice-class 1A
|
|
|
Products
|
5. Apollon
|
|
|
2005
|
|
|
|
53,149
|
|
|
2006
|
|
time charter
|
|
August 2016
|
|
|
ice-class 1A
|
|
|
Products
|
6. Ajax
|
|
|
2005
|
|
|
|
53,095
|
|
|
2006
|
|
time charter
|
|
August 2017
|
|
|
ice-class 1A
|
|
|
Products
|
HANDYSIZE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Didimon
|
|
|
2005
|
|
|
|
37,432
|
|
|
2005
|
|
time charter
|
|
September 2017
|
|
|
|
|
|
Products
|
2. Arion
|
|
|
2006
|
|
|
|
37,061
|
|
|
2006
|
|
spot
|
|
|
|
|
ice-class 1A
|
|
|
Products
|
3. Amphitrite
|
|
|
2006
|
|
|
|
37,061
|
|
|
2006
|
|
spot
|
|
|
|
|
ice-class 1A
|
|
|
Products
|
4. Andromeda
|
|
|
2007
|
|
|
|
37,061
|
|
|
2007
|
|
spot
|
|
|
|
|
ice-class 1A
|
|
|
Products
|
5. Aegeas
|
|
|
2007
|
|
|
|
37,061
|
|
|
2007
|
|
spot
|
|
|
|
|
ice-class 1A
|
|
|
Products
|
6. Byzantion
|
|
|
2007
|
|
|
|
37,275
|
|
|
2007
|
|
spot
|
|
|
|
|
ice-class 1B
|
|
|
Products
|
7. Bosporos
|
|
|
2007
|
|
|
|
37,275
|
|
|
2007
|
|
spot
|
|
|
|
|
ice-class 1B
|
|
|
Products
|
LNG
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Neo Energy
|
|
|
2007
|
|
|
|
85,602
|
|
|
2007
|
|
spot
|
|
|
|
|
Membrane
|
|
|
LNG
|
Total Vessels
|
|
|
50
|
|
|
|
5,218,618
|
|
|
|
|
|
|
|
|
|
(150,000cbm
|
)
|
|
|
55
(1)
|
Certain of the vessels are operating in the spot market under contracts of affreightment (CoA).
|
(2)
|
Ice-class classifications are based on ship resistance in brash ice channels with a minimum speed of 5 knots for the following conditions ice-1A: 1m brash ice, ice-1B: 0.8m brash ice, ice-1C: 0.6m brash ice. DNA- design
new aframax with shorter length overall allowing greater flexibility in the Caribbean and the United States.
|
(3)
|
The charter rate for these vessels is based on a fixed minimum rate for the Company plus different levels of profit sharing above the minimum rate, determined and settled on a calendar month basis.
|
(4)
|
These vessels are chartered under fixed and variable hire rates. The variable portion of hire is recognized to the extent the amount becomes fixed and determinable at the reporting date. Determination is every six
months.
|
(5)
|
Charterers have the option to terminate the charter party after at least 12 months upon three months notice.
|
(6)
|
49% of the holding company of these vessels is held by a third party.
|
(7)
|
These three vessels are chartered to the same charterer: one for 30 months, one for 36 months and one for 42 months. It is charterers option which vessel to take for which respective period. Although all vessels
have started their charters in November, 2015, as at April 5, 2016, the charterer has not informed us as to which vessel will be employed for which period. The above expiry date shown is based on 30 months for all three.
|
On October 23, 2014 and on November 26, 2014 subsidiaries of the Company signed contracts for the construction of two LR1 product carriers and one
suezmax DP2 shuttle tanker with Sungdong Shipbuilding in South Korea. On December 10, 2013, other subsidiaries of the Company signed contracts for the construction of five aframax tankers with Daewoo Shipbuilding in Romania and contracts for
four additional aframax tankers with the same yard were signed on February 26, 2014. In addition, an LNG carrier has been ordered from Hyundai Heavy Industries (see below). The Company acquired the contracts for two VLCC tankers which were
under construction at the Hyundai Samho Heavy Industries in South Korea. The newbuildings have a double hull design compliant with all classification requirements and prevailing environmental laws and regulations. Tsakos Shipping has worked closely
with the shipyards in the design of the newbuildings and will continue to work with the shipyards during the construction period. TCM provides supervisory personnel present during the construction. An amount of $4.5 million was paid in 2013 on
ordering another shuttle tanker from Sungdong. The contract was terminated in 2014 and the deposit credited against the contract price of the LR1 product carriers and new shuttle tanker, leaving, per agreement, $1.65 million to be credited against
the price of any future construction contracted with Sungdong.
56
Our newbuildings under construction as of April 5, 2016, consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vessel Type
|
|
Expected
Delivery
|
|
|
Shipyard
|
|
Deadweight
Tons
|
|
|
Purchase Price
(1)
(in millions
of U.S. dollars)
|
|
Aframaxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Hull 5010(TBN ELIAS TSAKOS)
|
|
|
Q2 2016
|
|
|
Daewoo Shipbuilding
|
|
|
112,700
|
|
|
|
52.4
|
|
2. Hull 5011(TBN THOMAS ZAFIRAS)
|
|
|
Q2 2016
|
|
|
Daewoo Shipbuilding
|
|
|
112,700
|
|
|
|
52.4
|
|
3. Hull 5012(TBN LEONTIOS H)
|
|
|
Q3 2016
|
|
|
Daewoo Shipbuilding
|
|
|
112,700
|
|
|
|
52.6
|
|
4. Hull 5013(TBN TS PARTHENON)
|
|
|
Q4 2016
|
|
|
Daewoo Shipbuilding
|
|
|
112,700
|
|
|
|
52.6
|
|
5. Hull 5014(TBN TS SOLA)
|
|
|
Q1 2017
|
|
|
Daewoo Shipbuilding
|
|
|
112,700
|
|
|
|
52.6
|
|
6. Hull 5015(TBN TS MARATHON)
|
|
|
Q1 2017
|
|
|
Daewoo Shipbuilding
|
|
|
112,700
|
|
|
|
52.9
|
|
7. Hull 5016(TBN TS OSLO)
|
|
|
Q2 2017
|
|
|
Daewoo Shipbuilding
|
|
|
112,700
|
|
|
|
53.1
|
|
8. Hull 5017(TBN TS STAVANGER)
|
|
|
Q2 2017
|
|
|
Daewoo Shipbuilding
|
|
|
112,700
|
|
|
|
53.1
|
|
9. Hull 5018(TBN TS BERGEN)
|
|
|
Q3 2017
|
|
|
Daewoo Shipbuilding
|
|
|
112,700
|
|
|
|
53.1
|
|
Total Aframaxes
|
|
|
|
|
|
|
|
|
1,014,300
|
|
|
|
474.8
|
|
LR1 Product Carriers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Hull S3116(TBN SUNRAY)
|
|
|
Q3 2016
|
|
|
Sungdong Shipbuilding
|
|
|
74,200
|
|
|
|
47.6
|
|
2. Hull S3117(TBN SUNRISE)
|
|
|
Q3 2016
|
|
|
Sungdong Shipbuilding
|
|
|
74,200
|
|
|
|
47.6
|
|
Total LR1s
|
|
|
|
|
|
|
|
|
148,400
|
|
|
|
95.2
|
|
Shuttle Tanker
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Hull No. S7004(TBN LISBOA CITY)
|
|
|
Q1 2017
|
|
|
Sungdong Shipbuilding
|
|
|
157,000
|
|
|
|
98.4
|
|
Total Shuttle Tankers
|
|
|
|
|
|
|
|
|
157,000
|
|
|
|
98.4
|
|
LNG Carrier
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Maria Energy
|
|
|
Q2 2016
|
|
|
Hyundai Heavy Industries
|
|
|
93,600
|
|
|
|
|
|
Total LNG Carrier
|
|
|
|
|
|
|
|
|
(174,000cbm
|
)
|
|
|
222.7
|
|
|
|
|
|
|
|
|
|
|
93,600
|
|
|
|
222.7
|
|
VLCCs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
HN S779 (TBN ULYSSES)
|
|
|
Q2 2016
|
|
|
Hyundai Samho
|
|
|
300,000
|
|
|
|
97.1
|
(2)
|
2. HN S780 (TBN HERCULES)
|
|
|
Q4 2016
|
|
|
Hyundai Samho
|
|
|
300,000
|
|
|
|
97.1
|
(2)
|
Total VLCCs
|
|
|
|
|
|
|
|
|
600,000
|
|
|
|
194.2
|
|
(1)
|
Including extra cost agreed as of December 31, 2015.
|
(2)
|
Of the aggregate $194.2 million purchase price for the VLCCs, $25.7 million was paid with our common shares, valued at $9.79 per share.
|
57
As of April 5, 2016, bank financing, including pre-delivery installments, has been arranged
for all the vessels under construction. Pre-delivery financing has been arranged and received for the LNG carrier, which will be repaid on delivery of the vessel.
Under the newbuilding contracts, the purchase prices for the vessels are subject to deductions for delayed delivery, excessive fuel
consumption and failure to meet specified deadweight tonnage requirements. Progress payments for the newbuildings under construction are equal to between 40% and 55% of the purchase price of each vessel during the period of its construction. As of
April 5, 2016, we have made progress payments of $373.4 million out of the total purchase price of approximately $1,085.3 million (assuming no changes to the vessels to be constructed) for these newbuildings. Of the remaining amount (assuming
no change to the vessels to be constructed), a further $490.6 million is contracted to be paid during the remaining part 2016.
Of the
total progress payments made to date, an amount of $197.1 million has been financed by pre-delivery drawdowns under the construction loans which have been agreed with banks to date.
Fleet Deployment
Until
late 2014, we aimed to optimize the financial performance of our fleet by deploying at least two-thirds of our vessels on either time charters or period employment with variable rates, as we took proactive steps to meet any potential impact of the
expanding world fleet on freight rates. Since the latter part of 2014, we have increased the percentage of the fleet that is in employed at variable rates to approximately 60%, in order to take advantage of the recovery in market rates for vessels
operating in the crude carrying sector. However, we are prepared to re-employ any number of these vessels on time-charters should hire rates improve. We believe that our fleet deployment strategy and flexibility provides us with the ability to
benefit from increases in tanker rates while at the same time maintaining a measure of stability through cycles in the industry. The following table details the respective employment basis of our fleet during 2015, 2014 and 2013 as a percentage of
operating days.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
Employment Basis
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
Time Charterfixed rate
|
|
|
35
|
%
|
|
|
41
|
%
|
|
|
40
|
%
|
Time Chartervariable rate
|
|
|
19
|
%
|
|
|
19
|
%
|
|
|
24
|
%
|
Period Employment at variable rates
|
|
|
5
|
%
|
|
|
6
|
%
|
|
|
4
|
%
|
Spot Voyage
|
|
|
41
|
%
|
|
|
34
|
%
|
|
|
32
|
%
|
Total Net Earnings Days
|
|
|
17,594
|
|
|
|
17,489
|
|
|
|
16,954
|
|
Tankers operating on time charters may be chartered for several months or years whereas tankers operating in
the spot market typically are chartered for a single voyage that may last up to several weeks. Vessels on period employment at variable rates related to the market are either in a pool or operating under contract of affreightment for a specific
charterer. Tankers operating in the spot market may generate increased profit margins during improvements in tanker rates, while tankers operating on time charters generally provide more predictable cash flows. Accordingly, we actively monitor
macroeconomic trends and governmental rules and regulations that may affect tanker rates in an attempt to optimize the deployment of our fleet. Our fleet has 22 tankers currently operating on spot voyages.
We have also secured charters from delivery for each of our aframax crude oil tanker newbuildings pursuant to our strategic partnership with
Statoil for periods from five to twelve years, including options for extension. For the two LR1 newbuildings, we have secured charters from delivery for 4.5 years plus charterers options for extensions for a further two years. For the shuttle
tanker newbuilding, we have secured a charter for 8 years with charterers options for extension for up to three years. The Company is currently discussing employment with potential charterers for the two VLCCs and the LNG carrier, that are
under construction.
58
Operations and Ship Management
Our operations
Management policies
regarding our fleet that are formulated by our board of directors are executed by Tsakos Energy Management under a management contract. Tsakos Energy Managements duties, which are performed exclusively for our benefit, include overseeing the
purchase, sale and chartering of vessels, supervising day-to-day technical management of our vessels and providing strategic, financial, accounting and other services, including investor relations. Our tanker fleets technical management,
including crewing, maintenance and repair, and voyage operations, have been subcontracted by Tsakos Energy Management to TCM. Tsakos Energy Management also engages Tsakos Shipping to arrange chartering of our vessels, provide sales and purchase
brokerage services, procure vessel insurance and arrange bank financing. Three vessels were sub-contracted to third-party ship managers during all of 2015.
The following chart illustrates the management of our fleet:
Technical management of the VLCC, the LNG carrier and one suezmax vessel is subcontracted to unaffiliated third parties.
Management Contract
Executive and Commercial
Management
Pursuant to our management agreement with Tsakos Energy Management, our and our subsidiaries operations are executed
and supervised by Tsakos Energy Management, based on the strategy devised by our board of directors and subject to the approval of our board of directors as described below. In accordance with the management agreement, we pay Tsakos Energy
Management monthly management fees for its management of our vessels. There is a prorated adjustment if at each year end the Euro has appreciated by 10% or more against the Dollar since January 1, 2007. In addition, there is an increase each
year by a percentage figure reflecting 12 month Euribor, if both parties agree. For 2015 and 2014, monthly fees for operating vessels were $27,500 per owned vessel and $20,400 for vessels under construction and on bareboat charter. The monthly
fee for the LNG carrier,
Neo Energy
, was $35,833, of which $25,833 was paid to a third party manager, and $35,000 for the two DP2 shuttle tankers,
Rio 2016
and
Brasil 2014
. Management fees for the VLCC
Millennium
were
$27,500 per month of which $13,940 were payable to a third party manager until November 5, 2015 when the vessel entered a bareboat charter. The management fee starts to accrue for a vessel at the point a newbuilding contract is executed. To
help ensure that these fees are competitive with industry standards, our management has periodically made presentations to our board of directors in which the fees paid to Tsakos Energy Management are compared against the publicly available
financial information of integrated, self-contained tanker companies.
59
We paid Tsakos Energy Management aggregate management fees of $16.0 million in 2015, $15.8 million in 2014 and $15.5 million in 2013. From these amounts, Tsakos Energy Management paid a technical
management fee to Tsakos Columbia Shipmanagement. An additional amount of $2.2 million was charged in fees directly by the Company to TCM for additional services it provided or arranged in relation to information technology, application of corporate
governance procedures required by the Company and seafarers training. For additional information about the management agreement, including the calculation of management fees, see Item 7. Major Shareholders and Related Party
Transactions and our consolidated financial statements which are included as Item 18 to this Annual Report.
Chartering.
Our board of directors formulates our chartering strategy for all our vessels and Tsakos Shipping, under the supervision of Tsakos Energy Management, implements the strategy by:
|
|
|
evaluating the short, medium, and long-term opportunities available for each type of vessel;
|
|
|
|
balancing short, medium, and long-term charters in an effort to achieve optimal results for our fleet; and
|
|
|
|
positioning such vessels so that, when possible, re-delivery occurs at times when Tsakos Shipping expects advantageous charter rates to be available for future employment.
|
Tsakos Shipping utilizes the services of various charter brokers to solicit, research, and propose charters for our vessels. The charter
brokers role involves researching and negotiating with different charterers and proposing charters to Tsakos Shipping for cargoes to be shipped in our vessels. Tsakos Shipping negotiates the exact terms and conditions of charters, such as
delivery and re-delivery dates and arranges cargo and country exclusions, bunkers, loading and discharging conditions and demurrage. Tsakos Energy Management is required to obtain our approval for charters in excess of six months and is required to
obtain the written consent of the administrative agents for the lenders under our secured credit facilities for charters in excess of thirteen months. There are frequently two or more brokers involved in fixing a vessel on a charter. Brokerage fees
typically amount to 2.5% of the value of the freight revenue or time charter hire derived from the charters. A chartering commission of 1.25% is paid to Tsakos Shipping for every charter involving the vessels in the fleet. In addition, Tsakos
Shipping may charge a brokerage commission on the sale of a vessel. In 2015, this commission was approximately 0.5% of the sale price of a vessel (0.5% in 2014 and 1% in 2013). The total amount paid for these chartering and acquisition brokerage
commissions was $7.6 million in 2015, $6.8 million in 2014 and $5.2 million in 2013. Tsakos Shipping may also charge a fee of $200,000 (or such other sum as may be agreed) on delivery of each newbuilding vessel in payment for the cost of design and
supervision of the newbuilding by Tsakos Shipping. No such fee was paid in 2015. In 2014, such fees amounted to $0.2 million.
Tsakos
Shipping supervises the post fixture business of our vessels, including:
|
|
|
monitoring the daily geographic position of such vessels in order to ensure that the terms and conditions of the charters are fulfilled by us and our charterers;
|
|
|
|
collection of monies payable to us; and
|
|
|
|
resolution of disputes through arbitration and legal proceedings.
|
In addition, Tsakos
Shipping appoints superintendents to supervise the construction of newbuildings and the loading and discharging of cargoes when necessary. Tsakos Shipping also participates in the monitoring of vessels operations that are under TCM management
and TCMs performance under the management contract.
General Administration.
Tsakos Energy Management provides us with
general administrative, office and support services necessary for our operations and the fleet, including technical and clerical personnel, communication, accounting, and data processing services.
Sale and Purchase of Vessels.
Tsakos Energy Management advises our board of directors when opportunities arise to purchase, including
through newbuildings, or to sell any vessels. All decisions to purchase or sell vessels require the approval of our board of directors.
60
Any purchases or sales of vessels approved by our board of directors are arranged and completed
by Tsakos Energy Management. This involves the appointment of superintendents to inspect and take delivery of vessels and to monitor compliance with the terms and conditions of the purchase or newbuilding contracts.
In the case of a purchase of a vessel, each broker involved will receive commissions from the seller generally at the industry standard rate
of one percent of the purchase price, but subject to negotiation. In the case of a sale of a vessel, each broker involved will receive a commission generally at the industry standard rate of one percent of the sale price, but subject to negotiation.
In accordance with the management agreement, Tsakos Energy Management is entitled to charge for sale and purchase brokerage commission, but to date has not done so.
Technical Management
Pursuant to a
technical management agreement, Tsakos Energy Management employs TCM to manage the day-to-day aspects of vessel operations, including maintenance and repair, provisioning and crewing of the vessels in the fleet. We benefit from the economies of
scale of having our vessels managed as part of the TCM managed fleet. On occasion, TCM subcontracts the technical management and manning responsibilities of our vessels to third parties. The executive and commercial management of our vessels,
however, is not subcontracted to third parties. TCM, which is privately held, is one of the largest independent tanker managers with a total of 69 operating vessels under management (including 50 of our subsidiaries vessels) at March 31,
2016, totaling approximately 6.3 million dwt. TCM employs full-time superintendents, technical experts and marine engineers and has expertise in inspecting second-hand vessels for purchase and sale, and in fleet maintenance and repair. They
have approximately 151 employees engaged in ship management and approximately 2,760 seafaring employees of whom approximately half are employed at sea and the remainder is on leave at any given time. Their principal office is in Athens, Greece. The
fleet managed by TCM consists mainly of tankers, but also includes feeder container vessels, dry bulk carriers and other vessels owned by affiliates and unaffiliated third parties.
Tsakos Energy Management pays TCM a fee per vessel per month for technical management of operating vessels and vessels under construction.
This fee was determined by comparison to the rates charged by other major independent vessel managers. We generally pay all monthly operating requirements of our fleet in advance.
TCM performs the technical management of the vessels under the supervision of Tsakos Energy Management. Tsakos Energy Management approves the
appointment of fleet supervisors and oversees the establishment of operating budgets and the review of actual operating expenses against budgeted amounts. Technical management of the LNG carrier
Neo Energy,
the VLCC
Millennium
and the
Suezmax
Eurochampion 2004
are provided by non-affiliated ship managers.
Maintenance and Repair.
Each of the vessels is
dry-docked once every five years in connection with special surveys and, after the vessel is fifteen years old, the vessel is dry-docked every two and one-half years after a special survey (referred to as an intermediate survey), or as necessary to
ensure the safe and efficient operation of such vessels and their compliance with applicable regulations. TCM arranges dry-dockings and repairs under instructions and supervision from Tsakos Energy Management. We believe that the continuous
maintenance program we conduct results in a reduction of the time periods during which our vessels are in dry-dock.
TCM routinely employs
on each vessel additional crew members whose primary responsibility is the performance of maintenance while the vessel is in operation. Tsakos Energy Management awards and, directly or through TCM, negotiates contracts with shipyards to conduct such
maintenance and repair work. They seek competitive tender bids in order to minimize charges to us, subject to the location of our vessels and any time constraints imposed by a vessels charter commitments. In addition to dry-dockings, TCM,
where necessary, utilizes superintendents to conduct periodic physical inspections of our vessels.
61
Crewing and Employees
We do not employ the personnel to run our business on a day-to-day basis. We outsource substantially all of our executive, commercial and
technical management functions.
TCM arranges employment of captains, officers, engineers and other crew who serve on the vessels. TCM
ensures that all seamen have the qualifications and licenses required to comply with international regulations and shipping conventions and that experienced and competent personnel are employed for the vessels.
Customers
Several of the worlds
major oil companies are among our regular customers. The table below shows the approximate percentage of revenues we earned from some of our customers in 2015.
|
|
|
|
|
Customer
|
|
Year Ended
December 31, 2015
|
|
Petrobras
|
|
|
14.4
|
%
|
Exxon
|
|
|
9.7
|
%
|
Shell
|
|
|
9.2
|
%
|
Vitol
|
|
|
8.4
|
%
|
Flopec
|
|
|
5.5
|
%
|
BP Shipping
|
|
|
5.2
|
%
|
Methane (BG)
|
|
|
5.0
|
%
|
Litasco
|
|
|
4.6
|
%
|
Chevron
|
|
|
4.2
|
%
|
HMM
|
|
|
4.1
|
%
|
Socar
|
|
|
3.4
|
%
|
ENI
|
|
|
2.4
|
%
|
Eiger
|
|
|
1.8
|
%
|
PES
|
|
|
1.5
|
%
|
Irving Oil
|
|
|
1.5
|
%
|
CSSA
|
|
|
1.4
|
%
|
Clearlake
|
|
|
1.3
|
%
|
Trafigura
|
|
|
1.3
|
%
|
Regulation
Our business and the operation of our vessels are materially affected by government regulation in the form of international conventions and
national, state and local laws and regulations in force in the jurisdictions in which our vessels operate, as well as in the country or countries of their registration. Because these conventions, laws, and regulations are often revised, we cannot
predict the ultimate cost of complying with them or their impact on the resale price and/or the useful lives of our vessels. Additional conventions, laws and regulations may be adopted which could limit our ability to do business or increase the
cost of our doing business and which may have a material adverse effect on our operations. Various governmental and quasi-governmental agencies require us to obtain permits, licenses, certificates, and financial assurances with respect to our
operations. Subject to the discussion below and to the fact that the kinds of permits, licenses, certificates and financial assurances required for the operation of our vessels will depend upon a number of factors, we believe that we have been and
will be able to obtain all permits, licenses, certificates and financial assurances material to the conduct of our operations.
The
heightened environmental and quality concerns of classification societies, insurance underwriters, regulators and charterers has led to the imposition of increased inspection and safety requirements on all vessels in the tanker market and the
scrapping of older vessels throughout the industry has been accelerated.
62
IMO.
The International Maritime Organization (IMO) has adopted international
conventions that impose liability for oil pollution in international waters and in a signatorys territorial waters, including amendments to Annex I of the 1973 International Convention for the Prevention of Pollution from Ships
(MARPOL) which set forth new and upgraded requirements for oil pollution prevention for tankers. These regulations are effective in relation to tankers in many of the jurisdictions in which our tanker fleet operates. They provide that
(1) tankers 25 years old and older must be of double-hull construction and (2) all tankers will be subject to enhanced inspections. All of the vessels in our fleet are of double hull construction. Revised regulations, effective since
September 2002, provide for increased inspection and verification requirements and for a more aggressive phase-out of single-hull oil tankers, in most cases by 2015 or earlier, depending on the age of the vessel and whether the vessel complies with
requirements for protectively located segregated ballast tanks. Segregated ballast tanks use ballast water that is completely separate from the cargo oil and oil fuel system. Segregated ballast tanks are currently required by the IMO on crude oil
tankers of 20,000 tons deadweight or more constructed after 1982. The regulations are intended to reduce the likelihood of oil pollution in international waters. On April 5, 2005 an amendment to MARPOL became effective, which accelerated the
phase out of single-hull tankers from 2015 to 2010 unless the relevant flag state, in a particular case, extended the date to either 2015 or the date on which the ship reaches 25 years of age after the date of its delivery, whichever is earlier.
This amendment became effective on April 5, 2005.
On January 1, 2007 Annex I of MARPOL was revised to incorporate all
amendments since the MARPOL Convention entered into force in 1983 and to clarify the requirements for new and existing tankers.
Regulation 12A of MARPOL Annex I came into force on August 1, 2007 and governs oil fuel tank protection. The requirements apply to oil
fuel tanks on all ships with an aggregate capacity of 600 cubic meters and above which are delivered on or after August 1, 2010 and all ships for which shipbuilding contracts are placed on or after August 1, 2007.
Since January 1, 2011 a new chapter 8 of Annex I on the prevention of pollution during transfer of oil cargo between oil tankers at sea
has applied to oil tankers of 150 gross tons and above. This requires any oil tanker involved in oil cargo ship-to-ship (STS) operations to (1) carry a plan, approved by its flag state administration, prescribing the conduct of STS operations
and (2) comply with notification requirements. Also with effect from that date, Annex I has been amended to clarify the long standing requirements for on board management of oil residue (sludge) and with effect from August 1, 2011, the use
or carriage of certain heavy oils has been banned in the Antarctic area.
In September 1997, the IMO adopted Annex VI to MARPOL to address
air pollution from ships. Annex VI came into force on May 19, 2005. It set limits on sulfur oxide and nitrogen oxide emissions from ship exhausts and prohibited deliberate emissions of ozone depleting substances, such as chlorofluorocarbons.
Annex VI also included a global cap on the sulfur content of fuel oil and allowed for the designation of special areas known as Emission Control Areas (ECAs) where more stringent controls on sulfur emissions would apply. Annex VI has
been ratified by some, but not all IMO member states. All vessels subject to Annex VI and built after May 19, 2005 must carry an International Air Pollution Prevention Certificate evidencing compliance with Annex VI. In October 2008, the Marine
Environment Protection Committee (MEPC) of the IMO adopted amendments to Annex VI regarding particulate matter, nitrogen oxide and sulfur oxide emissions standards. These amendments, which entered into force in July 2010, seek to reduce
air pollution from vessels by establishing a series of progressive standards to further limit the sulfur content in fuel oil, which would be phased in by 2020, and by establishing new tiers of nitrogen oxide emission standards for new marine diesel
engines, depending on their date of installation. Additionally, more stringent emission standards could apply in ECAs. The United States ratified the amendments in October 2008.
Amendments to Annex VI to address greenhouse gas emissions from shipping came into force on January 1, 2013. New vessels of 400 tons or
greater are required to meet minimum energy efficiency levels per capacity mile ( the Energy Efficient Design Index (EEDI)), while existing vessels were required to implement Ship Energy Efficiency Management Plans (SEEMPs).
All our vessels have SEEMPs. However, the EEDI requirements do not apply to a liquefied natural gas (LNG) carrier unless the construction contract for the carrier is placed on or after September 1, 2015. The LNG carriers under
construction will comply with EEDI requirements.
63
We have obtained International Air Pollution Prevention certificates for all of our vessels.
Implementing the requirements of Annex VI may require modifications to vessel engines or the addition of post combustion emission controls, or both, as well as the use of lower sulfur fuels, but we believe that maintaining compliance with Annex VI
will not have a significantly adverse financial impact on the operation of our vessels.
In 2001, the IMO adopted the International
Convention on the Control of Harmful Anti-fouling Systems on Ships (the Anti-fouling Convention) which prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels. The
Anti-fouling Convention came into force on September 17, 2008 and applies to vessels constructed prior to January 1, 2003 that have not been in dry-dock since that date. Since January 1, 2008 under the Anti-fouling Convention,
exteriors of vessels have had to be either free of the prohibited compounds, or have had coatings that act as a barrier to the leaching of the prohibited compounds applied. Vessels of over 400 gross tons engaged in international voyages must obtain
an International Anti-fouling System Certificate and must undergo a survey before the vessel is put into service or when the anti-fouling systems are altered or replaced. We have obtained Anti-fouling System Certificates for all of our vessels that
are subject to the Anti-fouling Convention and do not believe that maintaining such certificates will have an adverse financial impact on the operation of our vessels.
In addition, our LNG carrier meets IMO requirements for liquefied gas carriers, as will the LNG carriers under construction. In
order to operate in the navigable waters of the IMOs member states, liquefied gas carriers must have an IMO Certificate of Fitness demonstrating compliance with construction codes for liquefied gas carriers. These codes, and similar
regulations in individual member states, address fire and explosion risks posed by the transport of liquefied gases. Collectively, these standards and regulations impose detailed requirements relating to the design and arrangement of cargo tanks,
vents, and pipes; construction materials and compatibility; cargo pressure; and temperature control. Liquefied gas carriers are also subject to international conventions that regulate pollution in international waters and a signatorys
territorial waters. Under the IMO regulations, gas carriers that comply with the IMO construction certification requirements are deemed to satisfy the requirements of Annex II of MARPOL applicable to transportation of chemicals at sea, which would
otherwise apply to certain liquefied gases. With effect from January 1, 2007, the IMO revised the Annex II regulations that restrict discharges of noxious liquid substances during cleaning or de-ballasting operations. The revisions
include significantly lower permitted discharge levels of noxious liquid substances for vessels constructed on or after the effective date, made possible by improvements in vessel technology. These discharge requirements apply to the Companys
LNG carriers.
On 1 January 2013 new MARPOL Annex V Regulations came into force with regard to the disposal of garbage from ships at sea. These
regulations prohibit the disposal of garbage at sea other than certain defined permitted discharges or when outside one of the MARPOL Annex V special areas. The regulations do not only impact the disposal of traditional garbage but also
the disposal of harmful hold washing water and cargo residues. Products considered suitable for discharge are those not defined as harmful by the criteria set out in MARPOL Annex III and which do not contain carcinogenic, mutagenic or
reprotoxic components. We have a protocol in place to ensure that (i) garbage is disposed of in accordance with the Annex V Regulations and that the vessels in our fleet maintain records showing that any cleaning agent or additive used was not
harmful to the marine environment and (ii) the supplier provides a signed and dated statement to this effect, either as part of a Material Safety data Sheet MSDS or as a stand-alone document. Annex V establishes certain areas as
special areas in which, for reasons relating to their oceanographical and ecological condition and/or their sea traffic, the adoption of special mandatory methods for the prevention of sea pollution is required. Under MARPOL, these
special areas are provided with a higher level of protection than other areas of the sea. These areas are: (i) Mediterranean Sea; (ii) Baltic Sea; (iii) Black Sea; (iv) Red Sea; (v) Gulfs area; (vi) North Sea;
(vii) Antarctic sea; and (viii) Wider Caribbean region including the Gulf of Mexico and the Caribbean Sea. Our protocol addresses these special areas and we do not consider them likely to adversely affect our ability to operate our
vessels.
64
Tsakos Columbia Shipmanagement S.A. or TCM, our technical manager, is ISO 14001 compliant. ISO
14001 requires companies to commit to the prevention of pollution as part of the normal management cycle. Additional or new conventions, laws and regulations may be adopted that could adversely affect our ability to manage our vessels.
In addition, the European Union and countries elsewhere have considered stricter technical and operational requirements for tankers and
legislation that would affect the liability of tanker owners and operators for oil pollution. In December 2001, the European Union adopted a legislative resolution confirming an accelerated phase-out schedule for single hull tankers in line with the
schedule adopted by the IMO in April 2001. Any additional laws and regulations that are adopted could limit our ability to do business or increase our costs. The results of these or potential future environmental regulations could have a material
adverse effect on our operations.
Under the current regulations, the vessels of our existing fleet will be able to operate for
substantially all of their respective economic lives. However, compliance with the new regulations regarding inspections of all vessels may adversely affect our operations. We cannot at the present time evaluate the likelihood or magnitude of any
such adverse effect on our operations due to uncertainty of interpretation of the IMO regulations.
The operation of our vessels is also
affected by the requirements set forth in the IMOs International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (ISM Code) which came into effect in relation to oil tankers in July 1998 and
which was further amended on 1 July 2010. The ISM Code requires ship owners, ship managers and bareboat (or demise) charterers to develop and maintain an extensive safety management system that includes the adoption of a safety and
environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. The failure of a shipowner, ship manager or bareboat charterer to comply with the ISM Code may
subject that party to increased liability, may decrease available insurance coverage for the affected vessels, and may result in a denial of access to, or detention in, some ports. All of our vessels are ISM Code certified.
The International Convention for the Safety of Life at Sea (SOLAS) was amended in November 2012 to incorporate mandatory maximum
noise level limits for machinery spaces, control rooms, accommodation and other spaces on board vessels. The amendments came into force on July 1, 2014 and require ships of 1,600 gross tons or more, for which the building contract was placed on
or after July 1, 2014 or were constructed on or after January 1, 2015 or will be delivered on or after July 1, 2018 to be constructed to reduce on-board noise and to protect personnel from noise on board ships. All of our vessels
comply with existing guidelines, and our new buildings will meet the new requirements.
The Nairobi Wreck Removal Convention 2007
(Wreck Convention) entered in to force on April 14, 2015. The Wreck Convention provides a legal basis for sovereign states to remove, or have removed, shipwrecks that may have the potential to affect adversely the safety of lives,
goods and property at sea, as well as the marine and coastal environment. Further, the Wreck Convention makes ship owners financially liable for wreck removal and require them to take out insurance or provide other financial security to cover the
costs of wreck removal. All of our fleet has complied with the certification requirements stipulated by the Wreck Convention with regards to financial security.
OPA 90.
The U.S. Oil Pollution Act of 1990 (OPA 90) established an extensive regulatory and liability regime for the
protection and cleanup of the environment from oil spills. OPA 90 affects all owners and operators whose vessels trade to the United States or its territories or possessions or whose vessels operate in United States waters, which include the United
States territorial sea and its two hundred nautical mile exclusive economic zone.
Under OPA 90, vessel owners, operators and
bareboat charterers are responsible parties and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs
and other damages arising from discharges or threatened discharges of oil from their vessels. Tsakos Shipping and Tsakos Energy Management would not qualify as third parties because they perform under contracts with us. These other
damages are defined broadly to include
65
(1) natural resources damages and the costs of assessing them, (2) real and personal property damages, (3) net loss of taxes, royalties, rents, fees and other lost revenues,
(4) lost profits or impairment of earning capacity due to property or natural resources damage, (5) net cost of public services necessitated by a spill response, such as protection from fire, safety or health hazards, and (6) loss of
subsistence use of natural resources. OPA 90 incorporates limits on the liability of responsible parties for a spill. Between July 31, 2009 and December 21, 2015, liability in respect of a double-hulled tanker over 3,000 gross tons was
limited to the greater of $2,000 per gross ton or $17,088,000 (subject to periodic adjustment). On December 21, 2015, these limits of liability were increased and are now the greater of $2,200 per gross ton or $18,796,800. These limits of
liability would not apply if the incident was proximately caused by violation of applicable United States federal safety, construction or operating regulations or by the responsible party (or its agents or employees or any person acting pursuant to
a contractual relationship with the responsible party) or by gross negligence or willful misconduct, or if the responsible party fails or refuses to report the incident or to cooperate and assist in connection with the oil removal activities. We
continue to maintain, for each of our vessels, pollution liability coverage in the amount of $1 billion per incident. A catastrophic spill could exceed the insurance coverage available, in which case there could be a material adverse effect on us.
Under OPA 90, with some limited exceptions, all newly built or converted tankers operating in United States waters must be built with
double-hulls, and existing vessels which do not comply with the double-hull requirement should have been phased out by December 31, 2014. All of our fleet is of double-hull construction.
OPA 90 requires owners and operators of vessels to establish and maintain with the United States Coast Guard evidence of financial
responsibility sufficient to meet their potential liabilities under OPA 90. Under the regulations, evidence of financial responsibility may be demonstrated by insurance, surety bond, letter of credit, self-insurance, guaranty or other satisfactory
evidence. Under the self-insurance provisions, the ship owner or operator must have a net worth and working capital, measured in assets located in the United States against liabilities located anywhere in the world, that exceeds the applicable
amount of financial responsibility. OPA 90 requires an owner or operator of a fleet of tankers only to demonstrate evidence of financial responsibility in an amount sufficient to cover the tanker in the fleet having the greatest maximum liability
under OPA 90.
OPA 90 specifically permits individual U.S. coastal states to impose their own liability regimes with regard to oil
pollution incidents occurring within their boundaries, and some states have enacted legislation providing for unlimited liability for oil spills.
Owners or operators of tankers operating in United States waters are required to file vessel response plans with the Coast Guard for approval,
and their tankers are required to operate in compliance with such approved plans. These response plans must, among other things, (1) address a worst case scenario and identify and ensure, through contract or other approved means,
the availability of necessary private response resources to respond to a worst case discharge, (2) describe crew training and drills, and (3) identify a qualified individual with full authority to implement removal actions. All
our vessels have approved vessel response plans.
We intend to comply with all applicable Coast Guard and state regulations in the ports
where our vessels call.
Environmental Regulation
U.S. Clean Water Act
: The U.S. Clean Water Act of 1972 (CWA) prohibits the discharge of oil or hazardous substances in
navigable waters and imposes strict liability in the form of penalties for any unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA 90.
Under U.S. Environmental Protection Agency (EPA) regulations, vessels must obtain CWA permits for the discharge of ballast water and other substances incidental to normal operation in U.S. territorial or inland waters. This permit, the
2008 Vessel General Permit for Discharges Incidental to the Normal Operation of Vessels, or VGP, incorporated the current U.S. Coast Guard requirements for ballast water management, as well as supplemental ballast water requirements, and
66
included requirements applicable to 26 specific wastewater streams, such as deck runoff, bilge water and gray water. Effective December 19, 2013, the VGP was renewed and revised. The 2013
VGP is similar to the 2009 VGP but now includes ballast water numeric discharge limits and best management practices for certain discharges. The ballast water management requirements will be phased in, depending on the ballast water capacity, age
and next dry-docking date of a vessel. The 2013 VGP was challenged by the Canadian Shipowners Association in the U.S. Second Circuit Court of Appeals. The U.S. Second Circuit Court of Appeals ruled on October 5, 2015 that the EPA acted arbitrarily
and capriciously with respect to certain of the ballast water provisions in the 2013 VGP. The Court remanded the issue to the EPA to either justify its approach in the 2013 VGP or redraft the ballast water sections of the VGP consistent with the
Courts ruling. In the meantime the 2013 VGP will remain in effect. On June 11, 2012 the U.S. Coast Guard and the EPA published a memorandum of understanding which provides for collaboration on the enforcement of the VGP requirements and
it is expected that the U.S. Coast Guard will include the VGP as part of its normal Port State Control inspections. Each VGP is planned to have a 5 year life cycle and the third VGP is expected to come into effect in December 2018. We intend to
comply with the VGP and the record keeping requirements and we do not believe that the costs associated with obtaining such permits and complying with the obligations will have a material impact on our operations.
The Clean Air Act
: The U.S. Clean Air Act (CAA) requires the EPA to promulgate standards applicable to emissions of
volatile organic compounds and other air contaminants. Our vessels are subject to CAA vapor control and recovery standards for cleaning fuel tanks and conducting other operations in regulated port areas and emissions standards for so-called
Category 3 marine diesel engines operating in U.S. waters. On December 22, 2009 the EPA adopted final emission standards for Category 3 marine diesel engines equivalent to those adopted in the amendments to Annex VI to MARPOL. As a
result, the most stringent engine emissions and marine fuel sulfur requirements of Annex VI will apply to all vessels regardless of flag entering U.S. ports or operating in U.S. waters. The emission standards apply in two stages: near-term standards
for newly-built engines, which have applied since the beginning of 2011, and long-term standards requiring an 80% reduction in nitrogen oxides (NOx) by 2030, which has applied from the beginning of 2016, requiring the use of emission control
technology. Compliance with these standards may result in us incurring costs to install control equipment on our vessels.
In response to
a request from the United States and Canada to designate specific areas of their respective coastal waters (extending to 200 nautical miles offshore) as ECAs under the MARPOL Annex VI amendments, the IMO designated the waters off North American
coasts as an ECA on March 26, 2010. The North American ECA has been in force since August 1, 2012. In July 2011, the IMO designated the United States Caribbean ECA in the waters of Puerto Rico and the U.S. Virgin Islands, which took effect
on January 1, 2014. All vessels operating in these ECAs must use fuel with a sulfur content of 0.1%. Since January 1, 2016 NOx after-treatment requirements have also applied. California has implemented a 24 nautical mile zone within which
fuel must have a sulfur content of 0.1% or less as of January 1, 2014. Currently, the California regulations run in parallel with the emissions requirements in the North American and Caribbean ECAs. Compliance with the North American and
Caribbean ECA emission requirements, as well as the possibility that more stringent emissions requirements for marine diesel engines or port operations by vessels will be adopted by the EPA or the states where we operate, could entail significant
capital expenditures or otherwise increase the costs of our operations.
The MEPC in May 2013 voted to postpone the implementation of
MARPOL Annex VI Tier III standards until 2021. However, as the MEPC subsequently agreed that Tier III standards shall apply to marine diesel engines that are installed on a ship constructed on or after 1 January 2016 which operate in the North
America ECA or the U.S. Caribbean Sea ECA, Tier III standards do now apply.
European Union Initiatives:
In December 2001, in
response to the oil tanker
Erika
oil spill of December 1999, the European Union adopted a legislative resolution confirming an accelerated phase-out schedule for single-hull tankers in line with the schedule adopted by the IMO in April 2001.
Since 2010 (1) all single-hull tankers have been banned from entering European Union ports or offshore terminals; (2) all single-hull tankers carrying heavy grades of oil have been banned from entering or leaving European Union ports or
offshore terminals or anchoring in areas under the European Unions jurisdiction; and (3) since 2005 a Condition
67
Assessment Scheme Survey for single-hull tankers older than 15 years of age has been imposed. In September 2005, the European Union adopted legislation to incorporate international standards for
ship-source pollution into European Community law and to establish penalties for discharge of polluting substances from ships (irrespective of flag). Since April 1, 2007 Member States of the European Union have had to ensure that illegal
discharges of polluting substances, participation in and incitement to carry out such discharges are penalized as criminal offences and that sanctions can be applied against any person, including the master, owner and/or operator of the polluting
ship, found to have caused or contributed to ship-source pollution with intent, recklessly or with serious negligence (this is a lower threshold for liability than that applied by MARPOL, upon which the ship-source pollution legislation
is partly based). In the most serious cases, infringements will be regarded as criminal offences (where sanctions include imprisonment) and will carry fines of up to Euro 1.5 million. On November 23, 2005 the European Commission published its
Third Maritime Safety Package, commonly referred to as the Erika III proposals, and two bills (dealing with the obligation of Member States to exchange information among themselves and to check that vessels comply with international rules, and with
the allocation of responsibility in the case of accident) were adopted in March 2007. The Treaty of Lisbon entered into force on December 1, 2009 following ratification by all 27 European Union member states and identifies protection and
improvement of the environment as an explicit objective of the European Union. The European Union adopted its Charter of Fundamental Rights at the same time, declaring high levels of environmental protection as a fundamental right of European Union
citizens. Additionally, the sinking of the
Prestige
has led to the adoption of other environmental regulations by certain European Union Member States. It is impossible to predict what legislation or additional regulations, if any, may be
promulgated by the European Union or any other country or authority.
The EU has ECAs in place in the Baltic Sea and the North Sea and
English Channel within which fuel with a sulfur content in excess of 0.1% has not been permitted since January 1, 2015. The EU Commission is currently investigating the possibility of extending the ECA to the Mediterranean Sea and Black Sea. In
addition, the EU Sulphur directive has since January 1, 2010 banned inland waterway vessels and ships berthing in EU ports from using marine fuels with a sulfur content exceeding 0.1% by mass. The prohibition applies to use in all equipment
including main and auxiliary engines and boilers. Some EU Member States also require vessels to record the times of any fuel-changeover operations in the ships logbook.
The Council of the EU has now approved the implementation of its 2013 Strategy for integrating maritime transport emissions in the
EUs greenhouse gas reduction policies and Regulation (EU) 2015/757 of the European Parliament and of the Council on the monitoring, reporting and verification of carbon dioxide emissions from maritime transport was adopted on
April 29, 2015. It obliges owners of vessels over 5,000 gross tons to monitor emissions for each ship on a per voyage and annual basis, from January 1, 2018. There are provisions for monitoring, reporting and verifying (MRV) of
carbon dioxide (CO
2
) emissions from vessels using EU ports, to apply from January 1, 2018. Individual Member States have started to introduce CO
2
emissions legislation for vessels. The French Transport Code has required vessel operators to record and disclose the level of CO
2
emitted
during the performance of voyages to or from a destination in France since October 1, 2013.
The EU has introduced the European Ship
Recycling Regulation, aimed at minimizing adverse effects on health and the environment caused by ship recycling, as well as enhancing safety, protecting the marine environment and ensuring the sound management of hazardous waste. The Regulation
entered into force on December 30, 2013, and anticipates the international ratification of the Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships 2009. By December 31, 2020, vessels flying the flag
of EU Member States will be expected to maintain detailed records of hazardous materials on board, with some materials such as asbestos being restricted or prohibited. This obligation is extended to all non-EU flagged vessels calling at a port or
anchorage in an EU Member State. The European Ship Recycling Regulation also requires EU-flagged vessels to be scrapped only in approved recycling facilities.
Other Environmental Initiatives:
Many countries have ratified and follow the liability scheme adopted by the IMO and set out in the
International Convention on Civil Liability for Oil Pollution Damage, 1969, as
68
amended (CLC), and the International Convention on the Establishment of an International Fund for Compensation for Oil Pollution Damage of 1971, as amended (Fund
Convention). The United States is not a party to these conventions. Under these conventions, a vessels registered owner is strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of
persistent oil, subject to certain complete defenses. The liability regime was increased (in limit and scope) in 1992 by the adoption of Protocols to the CLC and Fund Convention which became effective in 1996. The Fund Convention was terminated in
2002 and the Supplementary Fund Protocol entered into force in March 2005. The liability limit in the countries that have ratified the 1992 CLC Protocol is tied to a unit of account which varies according to a basket of currencies. Under an
amendment to the Protocol that became effective on November 1, 2003, for vessels of 5,000 to 140,000 gross tons, liability is limited to approximately $6.35 million plus approximately $889 for each additional gross ton over 5,000. For vessels
of over 140,000 gross tons, liability is limited to approximately $126.5 million. As the Convention calculates liability in terms of IMF Special Drawing Rights, these figures are based on currency exchange rates on March31, 2016. From May 1998,
parties to the 1992 CLC Protocol ceased to be parties to the CLC due to a mechanism established in the 1992 Protocol for compulsory denunciation of the old regime; however, the two regimes will co-exist until the 1992 Protocol has been
ratified by all original parties to the CLC. The right to limit liability is forfeited under the CLC where the spill is caused by the owners actual fault and under the 1992 Protocol where the spill is caused by the owners intentional or
reckless conduct. The 1992 Protocol channels more of the liability to the owner by exempting other groups from this exposure. Vessels trading to states that are parties to these conventions must provide evidence of insurance covering the liability
of the owner. In jurisdictions where the CLC has not been adopted, various legislative schemes or common law govern, and liability is imposed either on the basis of fault or in a manner similar to that convention. We believe that our protection and
indemnity insurance will cover the liability under the plan adopted by IMO.
The U.S. National Invasive Species Act (NISA) was
enacted in 1996 in response to growing reports of harmful organisms being released into U.S. ports through ballast water taken on by ships in foreign ports. Under NISA, the U.S. Coast Guard adopted regulations in July 2004 establishing a national
mandatory ballast water management program for all vessels equipped with ballast water tanks that enter or operate in U.S. waters. These regulations require vessels to maintain a specific ballast water management plan. The requirements can be met by
performing mid-ocean ballast exchange, by retaining ballast water on board the ship, or by using environmentally sound alternative ballast water management methods approved by the U.S. Coast Guard. However, mid-ocean ballast exchange is mandatory
for ships heading to the Great Lakes or Hudson Bay, or vessels engaged in the foreign export of Alaskan North Slope crude oil.) Mid-ocean ballast exchange is the primary method for compliance with the Coast Guard regulations, since holding ballast
water can prevent ships from performing cargo operations upon arrival in the U.S., and alternative methods are still under development. Vessels that are unable to conduct mid-ocean ballast exchange due to voyage or safety concerns may discharge
minimum amounts of ballast water (in areas other than the Great Lakes and the Hudson River), provided that they comply with record keeping requirements and document the reasons they could not follow the required ballast water management
requirements. The Coast Guard adopted allowable concentration limits for living organisms in ballast water discharges in U.S. waters, effective June 21, 2012. The rules are being phased in, based on the age, ballast water capacity or next
dry-docking date of a vessel. Although the regulations were to be phased in fully by January 1, 2016, the Coast Guard must approve any ballast water management technology before it can be placed on a vessel, and it has yet to do so. The Coast
Guard has provided waivers to vessels that cannot install the yet to be approved technology.
At the international level, the IMO adopted
an International Convention for the Control and Management of Ships Ballast Water and Sediments in February 2004 (the BWM Convention). The Conventions implementing regulations call for a phased introduction of mandatory
ballast water exchange requirements, to be replaced in time with mandatory concentration limits. The BWM Convention will not enter into force until 12 months after it has been adopted by 30 states, the combined merchant fleets of which represent not
less than 35% of the gross tonnage of the worlds merchant shipping. As of March 31, 2016 the BWM Convention had been adopted by 49 states, representing 34.82% of world tonnage. It is widely anticipated that the 35% threshold will be met
in the near future. As many of the implementation dates for the BWM Convention has passed before
69
ratification of the convention, the IMO Assembly resolved on 4 December 2013 to revise the dates of applicability so that they would be triggered by the entry into force date and not the
original dates in the BWM Convention. Vessels must now comply with the BWM Convention standards by the time of their first MARPOL International Oil Pollution Prevention renewal survey after the entry into force date.
If mid-ocean ballast exchange is made mandatory throughout the United States or at the international level, or if water treatment requirements
or options are instituted, the cost of compliance could increase for ocean carriers. Although we do not believe that the costs of compliance with a mandatory mid-ocean ballast exchange would be material, it is difficult to predict the overall impact
of such a requirement on our operations.
In November 2014 the IMO adopted the International Code for Ships Operating in Polar Waters (the
Polar Code) and related amendments to SOLAS to make it mandatory. The Polar Code comprises of detailed requirements relating to safety, design, construction, operations, training and the prevention of environmental pollution. The Polar
Code applies to all shipping and maritime operations, apart from fishing boats, ships under 500 tons and fixed structures. The expected date of entry into force of the SOLAS amendments is January 1, 2017 and it will apply to new ships
constructed after that date. Ships constructed before January 1, 2017 will be required to meet the relevant requirements of the Polar Code by their first intermediate or renewal survey, whichever occurs first, after January 1, 2018.
Amendments will also be made to MARPOL, with entry into force dates aligned with the SOLAS amendments. The Polar Code brings with it numerous requirements and necessities for all ships trading in the polar regions and therefore a great deal of
investment will be needed to operate in this region. It is our intention to comply with the Polar Code as implemented through MARPOL and SOLAS.
MARPOL Annex I regulation 43 concerning special requirements for the use or carriage of oils in the Antarctic area to prohibit ships from
carrying heavy grade oil on board as ballast, is expected to come into force on March 1, 2016.
Although the Kyoto Protocol to the
United Nations Framework Convention on Climate Change requires adopting countries to implement national programs to reduce emissions of greenhouse gases, emissions of greenhouse gases from international shipping are not subject to the Kyoto
Protocol. No new treaty was adopted at the United Nations climate change conference in Cancun in December 2010. The Kyoto Protocol was extended to 2020 at the 2012 United Nations Climate Change Conference, with the hope that a new treaty would
be adopted in 2015 to come into effect in 2020. There is pressure to include shipping in any new treaty. We refer to the discussion above of the regulation of greenhouse gas emissions from ocean-going vessels under the CAA and EU greenhouse gas
emissions strategy. The IMO, the EU or individual countries in which we operate could pass climate control legislation or implement other regulatory initiatives to control greenhouse gas emissions from vessels that could require us to make
significant financial expenditures or otherwise limit our operations. Even in the absence of climate control legislation and regulations, our business may be materially affected to the extent that climate change may result in sea level changes or
more intense weather events.
The Hong Kong Air Pollution Control (Marine Light Diesel) Regulations, which entered into force on
April 1, 2014, provide that the sulfur content of marine light diesel supplied to vessels in Hong Kong must contain 0.05% sulfur content or less. The Air Pollution Control (Ocean Going Vessels) (Fuel At Berth) Regulation was tabled by Hong
Kongs Legislative Council on March 18, 2015 and came in to force on July 1, 2015. The Regulation prohibits ocean going vessels from using any fuel other than compliant fuel while at berth in Hong Kong, except during the first hour
after arrival and the last hour after departure. The shipmasters and ship owners are required to record the date and time of fuel switching and keep relevant records for three years.
In December 2015, representatives of 195 countries met at the Paris Climate Conference (COP 21) and adopted a universal and legally binding
climate deal. The COP 21 agreement is expected to come into force in 2020. The governments agreed to the goal of keeping the increase in global average temperature to below 2°C and to aim, if possible, to limit the increase to 1.5°C.
Governments also agreed to reconvene every 5 years to reassess the targets. Governments will be required to report to each other on their progress and the steps they have taken to
70
reach their targets. The COP 21 agreement will be deposited at the UN and will be open for signature for one year, beginning April 22, 2016. The COP 21 agreement will come into force once 55
countries that account for 55% of global emissions have ratified it. The shipping industry was not included in emissions controls; however, with growing pressure being placed on the IMO to implement measures to aid the objectives agreed at the COP
21, it is now uncertain whether the agreement will in fact effect the shipping industry.
Trading Restrictions:
The Company is
aware of the restrictions applicable to it on trading with Cuba, Iran, North Korea, Sudan and Syria and it has complied with those restrictions and intends to continue to so comply in all respects. The Company has not, nor does it intend to, provide
any goods, fees or services to the referenced countries and has had no contacts with governmental entities in these countries nor does it intend to have any in the future. Its vessels are not chartered to any Cuban, Iranian, Sudanese or Syrian
companies. The voyage charter parties and all but the oldest time-charter agreements relating to the vessels in the fleet generally preclude Iran from the vessels trading unless agreed between owner and charterer after taking into account all
relevant sanctions legislation. Between January 1, 2013 and March 31, 2016, the Companys vessels made 2,737 port calls around the world, none of which were to those countries, apart from nine visits to Marsa Bashayer, Sudan, in order
to load cargoes of Dar crude oil from the Republic of South Sudan, an independent landlocked nation, which is obliged to use a pipeline through Sudan to Marsa Bashayer to export its crude oil. Such visits, for loading South Sudan crude oil, do not
require OFAC authorization. None of the vessels the Company owns or operates or charters have provided, or are anticipated to provide, any U.S.-origin goods to these countries, or involve employees who are U.S. nationals in operations associated
with these countries. The Company has no relationships with governmental entities in those countries, nor does it charter its vessels to companies based in those countries. The Company derives its revenue directly from the charterers.
Classification and inspection
The
vessels in the fleet have been certified as being in class by their respective classification societies: Bureau Veritas, Det Norske Veritas, American Bureau of Shipping, or Lloyds Register of Shipping. Every vessels hull and
machinery is classed by a classification society authorized by its flag administration. The classification society certifies that the vessel has been built and maintained in accordance with the rules of such classification society and
complies with applicable statutory rules and regulations of the country of registry of the vessel and the international conventions of which that country is a party. Each vessel is scheduled for inspection by a surveyor of the classification society
every year (the annual survey), every five years (the special survey) and every thirty months after a special survey (the intermediate survey). Vessels are required to be dry-docked for the special survey process, and for vessels over fifteen years
of age for intermediate survey purposes, for inspection of the underwater parts of the vessel and for necessary repairs related to such inspection. With the permission of the classification society, the actual timing of the surveys may vary by a few
months from the originally scheduled date depending on the vessels position and operational obligations.
In addition to the
classification inspections, many of our customers, including the major oil companies, regularly inspect our vessels as a precondition to chartering voyages on these vessels or calling at their terminals. We believe that our well-maintained, high
quality tonnage should provide us with a competitive advantage in the current environment of increasing regulation and customer emphasis on quality of service, safety and protection of the environment.
TCM, our technical manager, has obtained a Document of Compliance (DOC) for its offices and Safety Management Certificates (SMC) for our
vessels, as required by the ISM Code. In addition TCM has established, implemented and maintains a documented Health, Safety, Quality, Environmental and Energy (HSQEE) management system which complies and is certified in accordance with ISO 9001
(Quality Management), ISO 14001 (Environmental protection management), OHSAS 18001 (Occupational health& safety management) and ISO 50001 (Energy management) standards. The TCMs management system is based on the principle of continual
improvement towards ensuring HSQEE excellence. The main overall objectives are to ensure flawless operations with zero accidents and zero pollution and this is carried out by instilling and maintaining a strong
71
safety and compliance culture, operating well-maintained ships, maintaining effective risk management, reducing our environmental impact and increasing the energy efficiency of our operations.
Risk of loss and insurance
The
operation of any ocean-going vessel carries an inherent risk of catastrophic marine disasters and property losses, including:
|
|
|
adverse weather conditions;
|
In addition, the transportation of crude oil is subject to the risk of crude oil
spills and business interruptions due to political circumstances in foreign countries, hostilities, labor strikes and boycotts. Tsakos Shipping arranges insurance coverage to protect against most risks involved in the conduct of our business and we
maintain environmental damage and pollution insurance coverage. Tsakos Shipping arranges insurance covering the loss of revenue resulting from vessel off-hire time as a result of physical damage. We believe that our current insurance coverage is
adequate to protect against most of the risks involved in the conduct of our business. The terrorist attacks in the United States and various locations abroad and international hostilities have led to increases in our insurance premium rates and the
implementation of special war risk premiums for certain trading routes. See Item 5. Operating and Financial Review and Prospects for a description of how our insurance rates have been affected by recent events.
We have hull and machinery insurance, increased value (actual or constructive total loss) insurance and loss of hire insurance with Argosy
Insurance Company. Each of our ship owning subsidiaries is a named insured under our insurance policies with Argosy. Argosy provides the same full coverage as provided through London and Norwegian markets and reinsures most of its exposure under the
insurance it writes for us, subject to customary deductibles, with various reinsurers in the London, French, Norwegian and U.S. reinsurance markets. These reinsurers have a minimum credit rating of A-. We were charged by Argosy aggregate
premiums of $9.4 million in 2015. By placing our insurance through Argosy, we believe that we achieve cost savings over the premiums we would otherwise pay to third party insurers.
Our subsidiaries are indemnified for legal liabilities incurred while operating our vessels by protection and indemnity insurance that we
maintain through their membership in a P&I club. This protection and indemnity insurance covers legal liabilities and other related expenses of injury or death of crew members and other third parties, loss or damage to cargo, claims arising from
collisions with other vessels, damage to other third party property and pollution arising from oil or other substances, including wreck removal. The object of P&I clubs is to provide mutual insurance against liability to third parties incurred
by P&I club members in connection with the operation of their vessels entered into the P&I club in accordance with and subject to the rules of the P&I club and the individual members terms of participation. A
members individual P&I club premium is typically based on the aggregate gross tonnage of the members vessels entered into the P&I club according to the risks of insuring the vessels as determined by the P&I club. P&I club
claims are paid from the aggregate premiums paid by all members, although members remain subject to calls for additional funds if the aggregate insurance claims made exceed aggregate member premiums collected. P&I clubs enter into
reinsurance agreements with other P&I clubs and with third party underwriters as a method of preventing large losses in any year from being assessed directly against members of the P&I club.
72
World events have an impact on insurance costs and can result in increases in premium; however,
other significant drivers of premium levels are market over capacity, inadequate deductibles, inefficient claims control by the insurers and scope of cover being too wide. Despite recent expensive years for insurance claims due to a number of global
catastrophe losses, insurance renewals, and more recently huge maritime losses such as the explosion in the Chinese port of Tianjin and the total loss of the Costa Concordia off the Italian coast and the eventual removal of its wreck, premium
increases have been benign. The expected modest increase in the cost of Hull & Machinery Insurance renewals for 2015-2016 policy year did not materialize and the softness of the market is likely to continue through the 2016-2017 and
possibly into the 2017-18 year. The insurance markets maintain their list of World Wide War Risks Exclusions, as defined by the Joint War Committee in the London insurance market, and insurers are at liberty to charge increases in premium in order
to provide cover for Excluded Areas which include the Indian Ocean, Gulf of Guinea, Libya and Saudi Arabia, amongst others. These additional insurance costs represent a relatively small portion of our total insurance premiums and are, in any case,
largely paid by the Charterers. Protection & Indemnity (P&I) insurance costs are less affected by world events than H&M and more likely to be driven by maritime losses and whether there is a fall in the value of individual
Clubs Free Reserves. Recent P&I renewals have seen only a modest increase in rates, at 2.5%. At March 31, 2015, the International Group of P&I Clubs continued to provide its members with $1 billion of oil pollution liability
coverage and more than $4 billion of coverage for other liabilities. P&I, Hull and Machinery and War Risk insurance premiums are accounted for as part of operating expenses in our financial statements; accordingly, any changes in insurance
premiums directly impact our operating results.
Competition
We operate in markets that are highly competitive and where no owner controlled more than 5% of the world tanker fleet as of March 31,
2016. Ownership of tankers is divided among independent tanker owners and national and independent oil companies. Many oil companies and other oil trading companies, the principal charterers of our fleet, also operate their own vessels and transport
oil for themselves and third party charterers in direct competition with independent owners and operators. We compete for charters based on price, vessel location, size, age, condition and acceptability of the vessel, as well as our reputation as a
tanker operator and our managers reputation for meeting the standards required by charterers and port authorities. Currently we compete primarily with owners of tankers in the ULCCs, VLCCs, suezmax, suezmax shuttle tankers, aframax, panamax,
handymax and handysize class sizes, and we also compete with owners of LNG carriers.
Although we do not actively trade to a significant
extent in Middle East trade routes, disruptions in those routes as a result of international hostilities, including those in Syria and Iraq, economic sanctions, including those with respect to Iran, and terrorist attacks such as those made in
various international locations (Somalia, Kenya, Yemen, Nigeria) and pirate attacks repeatedly made upon shipping in the Indian Ocean, off West Africa and in South East Asia, may affect our business. We may face increased competition if tanker
companies that trade in Middle East trade routes seek to employ their vessels in other trade routes in which we actively trade.
Other
significant operators of multiple aframax and suezmax tankers in the Atlantic basin that compete with us include Euronav, Teekay Shipping Corporation and Nordic American Tankers. There are also numerous smaller tanker operators in the Atlantic
basin.
Employees
We have no
salaried employees. See Management ContractCrewing and Employees.
Properties
We operate out of Tsakos Energy Management offices in the building also occupied by Tsakos Shipping at Megaron Makedonia, 367 Syngrou Avenue,
Athens, Greece.
73
Legal proceedings
We are involved in litigation from time to time in the ordinary course of business. In our opinion, the litigation in which we were involved as
of March 31, 2016, individually and in the aggregate, was not material to us.
Item 4A.
|
Unresolv
ed Staff Comments
|
None.
Item 5.
|
Operatin
g and Financial Review and Prospects
|
Managements Discussion
and Analysis of Financial Condition and Results of Operations
Company Overview
As of March 31, 2016, the fleet consisted of 47 double-hull tankers with an average age of 8.6 years, one LNG carrier and two suezmax DP2
shuttle tankers providing world-wide marine transportation services for national, major and other independent oil companies and refiners under long, medium and short-term charters. The current operational fleet consists of one VLCC, 15 suezmaxes
(including two DP2 shuttle tankers), eleven aframaxes, nine panamaxes, six handymaxes, seven handysizes and one LNG carrier. All vessels are owned by our subsidiaries. The charter rates that we obtain for these services are determined in a highly
competitive global tanker charter market. The tankers operate in markets that have historically exhibited both cyclical and seasonal variations in demand and corresponding fluctuations in charter rates. Tanker markets are typically stronger in the
winter months as a result of increased oil consumption in the northern hemisphere. In addition, unpredictable weather conditions in the winter months in various regions around the world tend to disrupt vessel scheduling. The oil price volatility
resulting from these factors has historically led to increased oil trading activities. Changes in available vessel supply are also a contributing factor in affecting the cyclicality and overall volatility present in the tanker sector which is
reflected both in charter rates and asset values.
Results from Operations2015
The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements
and the notes to those statements included elsewhere in this Annual Report. This discussion includes forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth under Risk Factors
and elsewhere in this Annual Report our actual results may differ materially from those anticipated in these forward-looking statements.
2015 failed to live up to original expectations and turned out to be another year of relatively subdued global GDP growth, especially amongst
developed nations, and slower growth in world trade, despite further liquidity injections by several central banks, falling oil prices and low inflation. In the second half of the year, Chinas slowdown accelerated, highlighted by a reduction
in imports and exports, as investment decreased and manufacturing activity slackened as the country redirected economic activity towards consumption and services. This led to concern about future prospects for the Chinese economy and the potential
for the country to import commodities. This in turn generated a ripple negative impact on other economies as reflected by a sharp fall in imports by developing nations. It also severely dampened confidence in the capital markets leading to increased
volatility. These developments further weakened the world trade environment, already suffering from lower levels of demand and deferred investment, especially in the extractive industries, all of which has harmed most shipping sectors apart from the
oil carrying sector.
While major economies are suffering, in particular Russia, Brazil, and to a lesser extent, Canada, much due to
reduced oil revenues, other nations have shown considerable resilience as reflected in their growth performance in 2015, notably India, Vietnam and certain African countries such as Tanzania. Even China, despite a slowdown, for the most part in
2015, continued to import record levels of crude oil and to enjoy
74
significant growth, far higher than most other nations, and growth prospects remains high. Japan managed to avoid an expected return to recession and may even be gradually starting to recover
albeit shakily. The United States and United Kingdom demonstrated respectable, but modest, strengthening, with strong employment numbers, even in the US generating a response from the Federal Reserve to start tightening monetary policy, although
certain commentators have remarked that this may have been premature. Continental Europe, especially smaller nations such as Ireland, at last began to show signs of a turnaround following a painful period of near stagnation, partly thanks to the
European version of quantitative easing. Potential clouds on the European horizon are the unresolved situation relating to Russias policy towards the Ukraine, which has resulted in trade sanctions and has impacted Russias oil exports,
the possibility of the United Kingdom exiting the European Union, and the growing migrant problem, which also threatens the unity of Europe.
The dramatic downward slide in oil prices, which started in the latter part of 2014 and accelerated in 2015, as traditional oil exporting
nations confirmed their intention to continue producing crude oil, provided most oil importing nations with a substantial bonus, but not to the extent that such savings would have expected to generate. This has been put down to the continued
emphasis of these countries to reduce debt-levels, the benefits of which will be seen later, and possibly to those major oil concerns which have been severely hit by low prices, being reluctant to pass all the reduction to the ultimate consumer. The
fact that the global energy industry has been hard hit, with the exception of the tanker industry and refiners, and that the previously cash rich oil-exporters have had to cut back on imports of consumer and capital goods may also have dampened
expectations of benefits.
For the tanker industry, therefore, the fall in oil prices was a major boon after six years of suppressed
freight rates, and negative bottom lines. Demand for tankers increased as oil consumption and strategic storage increased, while the number of crude tankers available remained tight, due to limited orders and new, longer trade routes. This resulted
in a significant increase in rates, starting in the latter part of 2014, and continuing through the whole year, and while rates fluctuated in the course of the year due to refinery maintenance schedules and seasonal factors, depending on tanker
type, the rates achieved on average were more than enough to generate a long awaited handsome reward to owners, with reduced bunker (fuel) costs contributing to profitability. Product carriers also saw a rebound as demand increased, and new or
upgraded refineries opened up to enjoy impressive margins. These refineries opened in new locations in the Middle East, India and China, while refineries closer to the main centers of consumption continued to close. However, a significant addition
of vessels to the global fleet as a result of over-ordering muted the potentially strong impact on product carrier rates. Vessel values also remained strong during this period, although not increasing to the levels expected, given the sustained
levels of freight rates which are expected to remain throughout 2016 and into 2017.
The fleet achieved voyage revenues of $587.7 million
in 2015, an increase of 17.3% from $501.0 million in 2014. The average size of the fleet increased in 2015 to 49.2 vessels from 49.0 vessels in 2014, and fleet utilization was 97.9% during 2015, compared to a 97.7% utilization during 2014. The
market improved significantly in 2015 due to the low oil prices, which boosted in oil demand and the transportation of oil. Our average daily time charter rate per vessel, after deducting voyage expenses, increased to $25,940 from $19,834 in 2014,
mainly due to the improvement in the freight market. The price of bunkers (fuel) fell by 46% between 2015 and 2014, which offset the 39% increase in the volume of bunkers consumed as more vessels operated in the spot market. Operating expenses
decreased by 3.3% to $142.1 million from $146.9 million due to the disposal of
Triathlon
and
Delphi
in mid-2015 and the strengthening of the US dollar against the Euro, as most of our crew costs are incurred in Euro.
Depreciation and amortization was $105.9 million in 2015 compared to $102.9 million in 2014 due to the addition of
Eurovision
and
Euro
in mid-2014 and
Pentathlon
in November 2015, offset by the sale of two vessels. General and administrative expenses which include management fees were $21.8 million in 2015 and $21.0 million in 2014.
In 2015 and 2014, our tests did not indicate the need for an impairment charge. There was an operating gain of $188.1 million in 2015 compared
to $76.1 million in 2014. There was a net accumulated gain of $2.1 million
75
on the sale of the
Triathlon
and the
Delphi.
There was no vessel sale in 2014. Interest and finance costs, net decreased by 30.3% in 2015 to $30.0 million, mainly due to the
expiration of bunker swaps. Net income attributable to the Company was $158.2 million in 2015 compared to $33.5 million in 2014. The effect of preferred dividends that accrue for 2015 was $13.4 million compared to $8.4 million in 2014. Net earnings
per share (basic and diluted) was $1.69 in 2015, including the effect of preferred dividends, based on 85.8 million weighted average shares outstanding (basic and diluted) compared to earnings of $0.32 per share in 2014 based on
79.1 million weighted average shares outstanding (basic and diluted).
Some of the more significant developments for the Company
during 2015 were:
|
|
|
the raising of $85 million gross with the issuance of 3.4 million Series D Cumulative Redeemable Perpetual Preferred Shares;
|
|
|
|
the arrangement of seven term loan facilities for the financing of the acquisition of the suezmax tankers
Pentathlon
and
Decathlon
, the pre and post delivery financing of three of our new-buildings under
construction and the refinancing of two matured loans;
|
|
|
|
the sale of the 2002-built suezmax
Triathlon
and 2004-built product carrier
Delphi
;
|
|
|
|
the dry-docking of
Aris
,
Apollon
,
Ajax
,
Eurochampion 2004
,
Afrodite
,
Sapporo Princess
,
Uraga Princess
,
Artemis
and
Ariadne
for their mandatory special or
intermediate survey;
|
|
|
|
the payment to holders of Series B preferred shares of dividends totaling $4.0 million in aggregate;
|
|
|
|
the payment to holders of Series C preferred shares of dividends totaling $4.4 million in aggregate;
|
|
|
|
the payment to holders of Series D preferred shares of dividends totaling $4.3 million in aggregate; and
|
|
|
|
dividends to holders of common shares totaling $0.24 per share with total cash paid out amounting to $20.6 million.
|
The Company operated the following types of vessels during and at the end of 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vessel Type
|
|
LNG
carrier
|
|
|
VLCC
|
|
|
Suezmax
|
|
|
Suezmax
DP2
shuttle
|
|
|
Aframax
|
|
|
Panamax
|
|
|
Handymax
MR2
|
|
|
Handysize
MR1
|
|
|
Total
Fleet
|
|
Average number of vessels
|
|
|
1.0
|
|
|
|
1.0
|
|
|
|
11.7
|
|
|
|
2.0
|
|
|
|
11.0
|
|
|
|
9.0
|
|
|
|
6.0
|
|
|
|
7.5
|
|
|
|
49.2
|
|
Number of vessels at end of year
|
|
|
1.0
|
|
|
|
1.0
|
|
|
|
12.0
|
|
|
|
2.0
|
|
|
|
11.0
|
|
|
|
9.0
|
|
|
|
6.0
|
|
|
|
7.0
|
|
|
|
49.0
|
|
Dwt at end of year (in thousands)
|
|
|
86.0
|
|
|
|
301.0
|
|
|
|
1,936.0
|
|
|
|
314.0
|
|
|
|
1,194.0
|
|
|
|
651.0
|
|
|
|
318.0
|
|
|
|
260.0
|
|
|
|
5,060.0
|
|
Percentage of total fleet (by dwt at year end)
|
|
|
1.7
|
%
|
|
|
5.9
|
%
|
|
|
38.3
|
%
|
|
|
6.2
|
%
|
|
|
23.6
|
%
|
|
|
12.9
|
%
|
|
|
6.3
|
%
|
|
|
5.1
|
%
|
|
|
100.0
|
%
|
Average age, in years, at end of year
|
|
|
8.9
|
|
|
|
17.3
|
|
|
|
7.9
|
|
|
|
2.7
|
|
|
|
7.7
|
|
|
|
8.9
|
|
|
|
10.5
|
|
|
|
9.2
|
|
|
|
8.5
|
|
We believe that the key factors which determined our financial performance in 2015, within the given freight
rate environment in which we operated, were:
|
|
|
the diversified aspect of the fleet, including purpose-built vessels to access ice-bound ports, carry LNG and operate shuttle tankers between offshore installations and on-shore terminals, which allowed us to take
advantage of all tanker sectors;
|
|
|
|
the benefits of the new vessels acquired in recent years in terms of operating efficiencies and desirability on the part of charterers;
|
|
|
|
our balanced chartering strategy (discussed further below), which ensured a stable cash flow while allowing us to take advantage of the upside in the freight market;
|
76
|
|
|
the long-established relationships with our chartering clients and the development of new relationships with renowned oil-majors;
|
|
|
|
a high level of utilization for our vessels;
|
|
|
|
the continued control over costs by our technical managers despite pressures caused by rising operating costs;
|
|
|
|
our ability to mitigate financial costs by negotiating competitive terms with reputable banks;
|
|
|
|
our ability to efficiently monitor the construction phase of our newbuilding program while maintaining a tight control of costs and expenses;
|
|
|
|
our ability to manage leverage levels through cash generation and repayment/prepayment of debt;
|
|
|
|
our ability to comply with the terms of our financing arrangements, including addressing loan-to-value requirements;
|
|
|
|
our ability to reward our shareholders through cash dividends;
|
|
|
|
our ability to raise new financing through bank debt at competitive terms despite a generally tight credit environment;
|
|
|
|
our ability to access the capital markets and raise new financing on competitive terms; and
|
|
|
|
the sale of vessels when attractive opportunities arise.
|
We believe that the above factors
will also influence our future financial performance and will play a significant role in the current world economic climate as we proceed through 2016 and into 2017. To these may be added:
|
|
|
the acceleration of the recovery of the product charter market during the year and the continuation of the current strong crude market;
|
|
|
|
the start of the delivery of our newbuildings with attractive charters attached;
|
|
|
|
the appetite of oil majors to fix vessels on medium to long term charters at attractive rates; and
|
|
|
|
our ability to build our cash reserves through operations, vessel sales and capital market products.
|
Considerable economic and political uncertainty remains in the world as we enter the second quarter of 2016. The positive signs in terms of
declining unemployment, strengthening dollar, low inflation, respectable growth and returning consumer confidence, continue to emanate from the United States. Certain recent measures have been taken in Europe to regenerate growth with a
determination not to allow member states to fail or exit the Eurozone. Many developing countries still have surging economies albeit with the occasional readjustments or corrections. The fall in oil prices, although hurting a number of countries
highly dependent on oil exports, allows most other nations to reduce their expenditure on oil imports and utilize their funds on consumer or development expenditures instead. Certain issues are cause for concern, including an increased level of
violence in the Middle East, the increased tension in West-Russia relations due to the Ukraine situation and the potential for disunity in the European Union due to uncontrolled immigration and the possible exit of the United Kingdom.
We believe that oil prices are likely to remain subdued through much of 2016 with a possibility of approaching $50 to $60 per bbl and,
therefore, demand will continue buoyant during the year. As there is no real likelihood of substantial numbers of new crude carriers entering the market, we see 2016 as a year of strong charter rates with seasonal fluctuations, but possibly without
the extreme dips and spikes in rates for crude tankers as we experienced in 2015. Indeed, we feel that a healthy sustainability in rates may last through 2016 and into 2017 at which stage new vessels may begin to play an adverse role in the crude
market. On the product trade our previous optimism, which was diluted by excessive ordering of new product carriers, is returning, as new refineries are in operation and generating new and longer trade routes for product carriers, which have
contributed to a return of rates above break-even level. LNG carrier rates have dipped and are likely to remain at levels which provide only modest returns due to delays in the completion of LNG projects and a growing supply
77
of new carriers. A return to more respectable levels such as that until recently earned by our LNG carrier is considered not likely until more projects are completed well into 2017. Our
confidence in our shuttle tanker operations is based on the contribution that off-shore fields provide to Brazil and the expectation that Petrobras, our charterer, will emerge in due course as a more efficient and dynamic enterprise.
Chartering Strategy
We typically charter
our subsidiaries vessels to third parties in any of five basic types of charter. First are voyage charters or spot voyages, under which a shipowner is paid freight on the basis of moving cargo from a loading port to a
discharging port at a given rate per ton or other unit of cargo. Port charges, bunkers and other voyage expenses (in addition to normal vessel operating expenses) are the responsibility of the shipowner.
Second are time charters, under which a shipowner is paid hire on a per day basis for a given period of time. Normal vessel
operating expenses, such as stores, spares, repair and maintenance, crew wages and insurance premiums, are incurred by the shipowner, while voyage expenses, including bunkers and port charges, are the responsibility of the charterer. The time
charterer decides the destination and types of cargoes to be transported, subject to the terms of the charter. Time charters can be for periods of time ranging from one or two months to more than three years. The agreed hire may be for a fixed daily
rate throughout the period or may be at a guaranteed minimum fixed daily rate plus a share of a determined daily rate above the minimum, based on a given variable charter index or on a decision by an independent brokers panel for a defined
period. Many of our charters have been renewed on this time charter with profit share basis over the past three years. Time charters can also be evergreen, which means that they automatically renew for successive terms unless the
shipowner or the charterer gives notice to the other party to terminate the charter.
Third are bareboat charters under which
the shipowner is paid a fixed amount of hire for a given period of time. The charterer is responsible for substantially all the costs of operating the vessel including voyage expenses, vessel operating expenses, dry-docking costs and technical and
commercial management. Longer-term time charters and bareboat charters are sometimes known as period charters.
Fourth are
contracts of affreightment which are contracts for multiple employments that provide for periodic market related adjustments, sometimes within prescribed ranges, to the charter rates.
Fifth are pools. During 2015, one of our subsidiaries vessel also operated within a pool of similar vessels for part of the
year whereby all income (less voyage expenses) is earned on a market basis and shared between pool participants on the basis of a formula which takes into account the vessels age, size and technical features.
Our chartering strategy continues to be one of fixing the greater portion of our fleet on medium to long-term employment in order to secure a
stable income flow, but one which also ensures a satisfactory return. This strategy has enabled us to smooth the effects of the cyclical nature of the tanker industry, achieving almost optimal utilization of the fleet. In order to capitalize on
possible upturns in rates, we have chartered out several of our vessels on a basis related to market rates for either spot or time charter with an emphasis on spot charters in 2015.
Our Board of Directors, through its Chartering Committee, formulates our chartering strategy and our commercial manager Tsakos Energy
Management implements this strategy through the Chartering Department of Tsakos Shipping. They evaluate the opportunities for each type of vessel, taking into account the strategic preference for medium and long-term charters and ensure optimal
positioning to take account of redelivery opportunities at advantageous rates.
The cooperation with Tsakos Shipping, which provides the
fleet with chartering services, enables us to take advantage of the long-established relationships Tsakos Shipping has built with many of the worlds major oil companies and refiners over 40 years of existence and high quality commercial and
technical service.
78
Since July 1, 2010, through our cooperation with TCM, our technical managers, we are able to
take advantage of the inherent economies of scale associated with two large fleet operators working together and its commitment to contain running costs without jeopardizing the vessels operations. TCM provides top grade officers and crew for
our vessels and first class superintendent engineers and port captains to ensure that the vessels are in prime condition.
Critical Accounting
Estimates
Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles. Our
significant accounting policies are described in Note 1 of the consolidated financial statements included elsewhere in this annual report. The application of such policies may require management to make estimates and assumptions. We believe that the
following are the more critical accounting estimates used in the preparation of our consolidated financial statements that involve a higher degree of judgment and could have a significant impact on our future consolidated results of operations and
financial position:
Revenue recognition.
Our vessels are employed under a variety of charter contracts, including time,
bareboat and voyage charters, contracts of affreightment and pool arrangements. Time and bareboat charter revenues are recorded over the term of the charter as the service is provided. Revenues from voyage charters on the spot market or under
contract of affreightment are recognized ratably from when a vessel becomes available for loading (discharge of the previous charterers cargo) to when the next charterers cargo is discharged, provided an agreed non-cancelable charter
between the Company and the charterer is in existence, the charter rate is fixed or determinable and collectability is reasonably assured. Vessel voyage and operating expenses and charter hire expense are expensed when incurred. The operating
revenues and voyage expenses of vessels operating under a tanker pool are pooled and are allocated to the pool participants on a time charter equivalent basis, according to an agreed formula. Revenues from variable hire arrangements are recognized
to the extent the variable amounts earned beyond an agreed fixed minimum hire at the reporting date and all other revenue recognition criteria are met.
Depreciation.
We depreciate our vessels on a straight-line basis over their estimated useful lives, after considering their
estimated residual values, based on the assumed value of the scrap steel available for recycling after demolition, calculated at $300 per lightweight ton since January 1, 2008. Since steel prices were at consistently higher levels during the
last few years and were expected to remain at high levels for the following years, from October 1, 2012, scrap values are calculated at $390 per lightweight ton (lwt). Our estimate was based on the average demolition prices prevailing in the
market during the last ten years for which historical data were available. From mid-2015, scrap values have fallen from $390 per lwt and are now at approximately $250 per lwt. Given the historical volatility of scrap prices, management will monitor
prices going forward and where a distinctive trend is observed over a given length of time, management may consider revising the scrap price accordingly. In assessing the useful lives of vessels, we have adopted the industry-wide accepted practice
of assuming a vessel has a useful life of 25 years (40 years for the LNG carrier), given that all classification society rules have been adhered to concerning survey certification and statutory regulations are followed.
Impairment.
The carrying value of the Companys vessels includes the original cost of the vessels plus capitalized expenses
since acquisition relating to improvements and upgrading of the vessel, less accumulated depreciation. Carrying value also includes the unamortized portion of deferred special survey and dry-docking costs. The carrying value of vessels usually
differs from the fair market value applicable to any vessel, as market values fluctuate continuously depending on the market supply and demand conditions for vessels, as determined primarily by prevailing freight rates and newbuilding costs.
The Company reviews and tests all vessels for impairment at each quarter-end and at any time that specific vessels may be affected by events
or changes in circumstances indicate that the carrying amount of the vessel may not be recoverable, such as during severe disruptions in global economic and market conditions, and unexpected changes in employment. A vessel to be held and used is
tested for recoverability by comparing the
79
estimate of future undiscounted net operating cash flows expected to be generated by the use of the vessel over its remaining useful life and its eventual disposition to its carrying amount. The
average age of our vessels is approximately 8.5 years. The average remaining operational life is, therefore, 16.5 years. Given the extensive remaining lives, we do not believe that there is a significant risk of not generating future undiscounted
net operating cash flows in excess of carrying values. However, as indicated above, circumstances may change at any time which would oblige us to reconsider the extent of risk of impairment.
Future undiscounted net operating cash flows are determined by applying various assumptions regarding future revenues net of commissions,
operating expenses, scheduled dry-dockings and expected off-hire and scrap values. Our projections for charter revenues are based on existing charter agreements for the fixed fleet days and an estimated daily average hire rate per vessel category
for the unfixed days based on the most recent ten year historical averages publicly provided by major brokers, which, given the wide spread of annual rates between the peaks and troughs over the decade, we believe provides as fair as any other
assumption that could be used in determining a rate for a long-term forecast. In addition, we apply a 2% annual escalation in rates to take account of published long-term growth and inflation expectations in the developed world. Exclusion of such an
escalation would not impact the overall impairment conclusion for each vessel for the years 2015, 2014 and 2013. Future operating costs are based on the 2015 average per individual vessel to which we also apply a 2% annual escalation. Residual or
scrap value is based on the same scrap price used for depreciation purposes as described above. All such estimations are inevitably subjective. Actual freight rates, industry costs and scrap prices may be volatile. As a consequence, estimations may
differ considerably from actual results.
Where a vessel is deemed to be a risk, we also take into account the age, condition,
specifications, marketability and likely trading pattern of each such vessel, and apply various possible scenarios for employment of the vessel during its remaining life. We prepare cash flows for each scenario and apply a percentage possibility to
each scenario to calculate a weighted average expected cash flow for the vessel for assessing whether an impairment charge is required. The estimations also take into account regulations regarding the permissible trading of tankers depending on
their structure and age.
While management, therefore, is of the opinion that the assumptions it has used in assessing whether there are
grounds for impairment are justifiable and reasonable, the possibility remains that conditions in future periods may vary significantly from current assumptions, which may result in a material impairment loss. If the current economic recovery stalls
or if oil prices begin to trend upwards again, oil demand over an extended period of time could be negatively impacted. This will exacerbate the consequences of overcapacity in the tanker sector. In such circumstances, the possibility will increase
that both the market value of the older vessels of our fleet and the future cash flow they are likely to earn over their remaining lives will be less than their carrying value and an impairment loss will occur.
Should the carrying value of the vessel exceed its estimated undiscounted cash flows, impairment is measured based on the excess of the
carrying amount over the fair value of the asset. The fair values are determined based principally from or by corroborated observable market data. Inputs considered by management in determining the fair value include independent brokers
valuations. As vessel values are also volatile, the actual market value of a vessel may differ significantly from estimated values within a short period of time.
The Company would not record an impairment for any of the vessels for which the fair market value is below its carrying value unless and until
the Company either determines to sell the vessel for a loss or determines that the vessels carrying amount is not recoverable.
As
noted above, we determine projected cash flows for unfixed days using an estimated daily time charter rate based on the most recent ten year historical average rates, inflated annually by a 2.0% growth rate. We consider this approach to be
reasonable and appropriate. However, charter rates are subject to change based on a variety of factors that we cannot control and we note that charter rates over the last few years have been, on
80
average, below their historical ten year average. If as at December 31, 2015 and 2014, we were to utilize an estimated daily time charter equivalent for our vessels unfixed days based
on the most recent five year, three year or one year historical average rates for one-year time charters, the results would be the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
|
|
As of December 31, 2014
|
|
|
|
Number of
Vessels(*)
|
|
|
Amount (U.S.
millions)(**)
|
|
|
Number of
Vessels(*)
|
|
|
Amount (U.S.
millions)(**)
|
|
5-year historical average rate
|
|
|
2
|
|
|
|
22.6
|
|
|
|
23
|
|
|
|
253
|
|
3-year historical average rate
|
|
|
0
|
|
|
|
0
|
|
|
|
25
|
|
|
|
275
|
|
1-year historical average rate
|
|
|
0
|
|
|
|
0
|
|
|
|
9
|
|
|
|
119
|
|
(*)
|
Number of vessels the carrying value of which would not have been recovered.
|
(**)
|
Aggregate carrying value that would not have been recovered.
|
Although we believe that the
assumptions used to evaluate potential impairment are reasonable and appropriate, such assumptions are highly subjective. There can be no assurance as to how long charter rates and vessel values will remain at their current levels or whether they
will again decline or improve by any significant degree. Although charter rates have markedly increased since late 2014, they may again decline to relatively low levels, which could adversely affect our revenue and profitability, and future
assessments of vessel impairment.
At December 31, 2015, our review of the carrying amounts of the vessels in connection with the
estimated recoverable amount did not indicate an impairment of their carrying values.
During the latter part of 2013, the overcapacity in
the crude tanker sector kept vessel values at historically low levels. For four of our oldest vessels, the VLCC
Millennium,
the suezmaxes
Silia T
and
Triathlon,
and the handysize
Delphi,
the expectations of employment at
viable rates, or their sale at a profit was very low at such time. We performed cash flow tests taking into account various possible scenarios such as keeping the vessels until the end of their useful economic lives or selling them at various
stages. None of these scenarios resulted in cash flow which would exceed the carrying values of the vessels. As a consequence, their carrying values were written down to their fair market values as of December 31, 2013, resulting in a total
impairment loss of $28.3 million in 2013.
At December 31, 2015, the market value of the fleet, as determined based on
management estimates and assumptions and by making use of available market data and taking into consideration third party valuations was $2.0 billion, compared to a total carrying value of $2.1 billion. While the future cash flow expected to be
generated by each of the vessels in the fleet was comfortably in excess of its respective carrying value, there were 33 vessels in our fleet whose carrying values exceeded their market values. As determined at December 31, 2015, the aggregate
carrying value of these vessels was $1.5 billion, and the aggregate market value of these vessels was $1.2 billion. These vessels were:
|
|
|
Suezmax:
Spyros K, Dimitris P, Pentathlon
|
|
|
|
Aframax:
Proteas, Promitheas, Propontis, Sakura Princess, Maria Princess, Nippon Princess, Ise Princess, Asahi Princess, Sapporo Princess, Uraga Princess
|
|
|
|
Panamax:
Selecao, Socrates, Andes, World Harmony, Chantal, Selini, Salamina
|
|
|
|
Handymax:
Artemis, Afrodite, Ariadne, Aris, Apollon, Ajax
|
|
|
|
Handysize:
Amphitrite, Arion, Andromeda, Aegeas, Byzantion, Bosporos
|
Allowance for doubtful accounts.
Revenue is based on contracted charter parties and although our business is with customers whom
we believe to be of the highest standard, there is always the possibility of dispute over terms and payment of freight and demurrage. In particular, disagreements may arise as to the responsibility for lost time and demurrage revenue due to the
Company as a result. As such, we periodically assess the
81
recoverability of amounts outstanding and we estimate a provision if there is a possibility of non-recoverability, primarily based on the aging of such balances and any amounts in dispute.
Although we believe any provision that we might record to be based on fair judgment at the time of its creation, it is possible that an amount under dispute is not ultimately recovered and the estimated provision for doubtful recoverability is
inadequate.
Amortization of deferred charges.
In accordance with Classification Society requirements, a special survey is
performed on our vessels every five years. A special survey requires a dry-docking. In between special surveys, a further intermediate survey takes place, for which a dry-docking is obligatory for vessels over fifteen years. Until December 31,
2013, for vessels reaching ten years in age, we estimated that the next dry-docking would be due after two and a half years. However, according to Classification Society regulations, vessels can defer the next dry-docking for five years during their
first fifteen years of life, instead of ten years as previously estimated. We calculate that this change in estimate did not have a material effect in the years ending December 31, 2014 and December 31, 2015 and thereafter. During a
dry-docking, work is undertaken to bring the vessel up to the condition required for the vessel to be given its classification certificate. The costs include the yard charges for labor, materials and services, possible new equipment and parts where
required, plus part of the participating crew costs incurred during the survey period. We defer these charges and amortize them over the period up to the vessels next scheduled dry-docking.
Fair value of financial instruments.
Management reviews the fair values of financial assets and liabilities included in the
balance sheet on a quarterly basis as part of the process of preparing financial statements. The carrying amounts of financial assets and accounts payable are considered to approximate their respective fair values due to the short maturity of these
instruments. The fair values of long-term bank loans with variable interest rates approximate the recorded values, generally due to their variable interest rates. The present value of the future cash flows of the portion of any long-term bank loan
with a fixed interest rate is estimated and compared to its carrying amount. The fair value of the investments equates to the amounts that would be received by the Company in the event of sale of those investments, and any shortfall from carrying
value is treated as an impairment of the value of that investment. The fair value of the interest rate swap, bunker swap agreements, and bunker call options held by the Company are determined through Level 2 of the fair value hierarchy as defined in
FASB guidance and are derived principally from or corroborated by observable market data, interest rates, yield curves and other items that allow value to be determined. The fair values of impaired vessels are determined by management through Level
2 of the fair value hierarchy based on available market data and taking into consideration third party valuations.
Basis of Presentation and General
Information
Voyage revenues.
Revenues are generated from freight billings and time charters. Time and bareboat charter revenues
are recorded over the term of the charter as the service is provided. Revenues from voyage charters on the spot market or under contract of affreightment are recognized ratably from when a vessel becomes available for loading (discharge of the
previous charterers cargo) to when the next charterers cargo is discharged, provided an agreed non-cancelable charter between the Company and the charterer is in existence, the charter rate is fixed or determinable and collectability is
reasonably assured. The operating revenues of vessels operating under a tanker pool are pooled and are allocated to the pool participants on a time charter equivalent basis according to an agreed upon formula. Revenues from variable hire
arrangements are recognized to the extent the variable amounts earned beyond an agreed fixed minimum hire at the reporting date and all other revenue recognition criteria are met. Unearned revenue represents cash received prior to the year end and
is related to revenue applicable to periods after December 31 of each year.
Time Charter Equivalent (TCE) allows vessel
operators to compare the revenues of vessels that are on voyage charters with those on time charters. For vessels on voyage charters, we calculate TCE by taking revenues earned on the voyage and deducting the voyage costs and dividing by the actual
number of net earning days, which does not take into account off-hire days. For vessels on bareboat charters, for which we do not incur
82
either voyage or operating costs, we calculate TCE by taking revenues earned on the charter and adding a representative amount for the vessels operating expenses. TCE differs from average
daily revenue earned in that TCE is based on revenues after commissions less voyage expenses and does not take into account off-hire days.
Commissions.
We pay commissions on all chartering arrangements to Tsakos Shipping, as our broker, and to any other broker we employ.
Each of these commissions generally amounts to 1.25% of the daily charter hire or lump sum amount payable under the charter. In addition, on some trade routes, certain charterers may include in the charter agreement an address commission which is a
payment due to the charterer, usually ranging from 1.25% to 3.75% of the daily charter hire or freight payable under the relevant charter. These commissions, as well as changes in prevailing charter rates, will cause our commission expenses to
fluctuate from period to period.
Voyage expenses.
Voyage expenses include all our costs, other than vessel operating expenses,
that are related to a voyage, including charter commissions, port charges, canal dues and bunker fuel costs. As from the first quarter of 2015, commissions on revenue are included in voyage expenses, in order to be consistent with and comparable to
other reporting entities within the peer group of tanker companies.
Charter hire expense.
We hire certain vessels from third-party
owners or operators for a contracted period and rate in order to charter the vessels to our customers. These vessels may be hired when an appropriate market opportunity arises or as part of a sale and lease back transaction or on a short-term basis
to cover the time-charter obligations of one of our vessels in dry-dock. Since December 31, 2010, the Company has not had any vessels under hire from a third-party.
Vessel operating expenses.
These expenses consist primarily of manning, hull and machinery insurance, P&I and other vessel
insurance, repairs and maintenance, stores and lubricant costs.
Depreciation and Amortization of deferred charges.
We depreciate
our vessels on a straight-line basis over their estimated useful lives, after considering their estimated scrap values. Useful life is ultimately dependent on customer demand and if customers were to reject our vessels, either because of new
regulations or internal specifications, then the useful life of the vessel will require revision.
We amortize the costs of
dry-docking and special surveys of each of our ships over the period up to the ships next scheduled dry-docking (generally every 5 years for vessels aged up to 15 years and every 2.5 years thereafter). These charges are part of the normal
costs we incur in connection with the operation of our fleet
Impairment loss.
An impairment loss for an asset held for use should
be recognized when indicators of impairment exist and when the estimate of undiscounted cash flows expected to be generated by the use of the asset is less than its carrying amount (the vessels net book value plus any unamortized deferred
dry-docking charges). Measurement of the impairment loss is based on the fair value of the asset as determined by reference to available market data and considering valuations provided by third parties. An impairment loss for an asset held for sale
is recognized when its fair value less cost to sell is lower than its carrying value at the date it meets the held for sale criteria. In this respect, management reviews regularly the carrying amount of the vessels in connection with the estimated
recoverable amount for each of the Companys vessels. As a result of such reviews, it was determined that no impairment charge was required in 2015 or 2014, while in 2013 and 2012 an impairment loss had been incurred with respect to the
carrying values of four of the older vessels of the fleet in 2013 and the oldest vessel of the fleet in 2012.
General and
administrative expenses.
These expenses consist primarily of professional fees, office supplies, investor relations, advertising costs, directors and officers liability insurance, directors fees and reimbursement of our
directors and officers travel-related expenses. As of January 1, 2015, management fees are combined with general and administrative expenses under the category general and administrative expenses. These are the fixed fees we pay to
Tsakos Energy Management under our management agreement with them. For 2016 no
83
increase has been agreed by March 31, 2016 and monthly vessel management fees remain the same as in 2015. Accordingly, monthly fees for operating vessels will be $27,500 per owned vessel and
$20,400 for chartered-in vessels or vessels chartered out on a bareboat basis or under construction. The monthly fee for the LNG carrier will be $35,833 and for the suezmax DP2 shuttle tankers will be $35,000. The fees are recorded under
General and Administrative Expenses.
Insurance claim proceeds.
In the event of an incident involving one of our
vessels, where the repair costs or loss of hire is insurable, we immediately initiate an insurance claim and account for such claim when it is determined that recovery of such costs or loss of hire is probable and collectability is reasonably
assured within the terms of the relevant policy. Depending on the complexity of the claim, we would generally expect to receive the proceeds from claims within a twelve month period. During the 2015-16 policy year, we will have received
approximately $0.6 million in net proceeds from hull and machinery and loss of hire claims arising from incidents where damage was incurred by one of our vessels. Such settlements were generally received as credit-notes from our insurer, Argosy
Insurance Company Limited, and set off against insurance premiums due to that company. Therefore, within the consolidated statements of cash flows, these proceeds are included in decreases in receivables and in decreases in accounts payable. There
is no material impact on reported earnings arising from these settlements.
Financial Analysis
(Percentage calculations are based on the actual amounts shown in the accompanying consolidated financial statements)
Year ended December 31, 2015 versus year ended December 31, 2014
Voyage revenues
Voyage revenues earned in
2015 and 2014 per charter category were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
2014
|
|
|
|
$ million
|
|
|
% of total
|
|
|
$ million
|
|
|
% of total
|
|
Time charter-bareboat
|
|
|
0.8
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
Time charter-fixed rate
|
|
|
159.8
|
|
|
|
27
|
%
|
|
|
164.0
|
|
|
|
33
|
%
|
Time charter-variable rate (profit share)
|
|
|
80.9
|
|
|
|
14
|
%
|
|
|
63.4
|
|
|
|
13
|
%
|
Pool arrangement
|
|
|
6.6
|
|
|
|
1
|
%
|
|
|
6.9
|
|
|
|
1
|
%
|
Voyage charter-contract of affreightment
|
|
|
25.9
|
|
|
|
4
|
%
|
|
|
29.7
|
|
|
|
6
|
%
|
Voyage charter-spot market
|
|
|
313.7
|
|
|
|
54
|
%
|
|
|
237.0
|
|
|
|
47
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total voyage revenue
|
|
|
587.7
|
|
|
|
100
|
%
|
|
|
501.0
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from vessels amounted to $587.7 million during the year ended December 31, 2015 compared to $501.0 million during
the year ended December 31, 2014, a 17.3% increase. There was an average of 49.2 vessels operating in 2015 compared to an average of 49.0 vessels in 2014, the increase relating to the acquisition of the suezmax
Pentathlon
in November
2015. Based on the total days that the vessels were actually employed as a percentage of the days that we owned the vessels, the fleet enjoyed 97.9% employment compared to 97.7% in the previous year, the lost time being mainly due to the nine
dry-dockings performed during the year, while in 2014 there were eight dry-dockings.
Market conditions for tankers further improved in 2015, as a result
of the falling oil price and limited vessel supply growth especially for the crude tanker fleet. The surplus in crude oil production translated directly into higher volumes shipped around the world as refinery margins soared, demand spiked at lower
prices, refinery maintenance was postponed and plants ran at historically high utilization rates across the board. The lower oil prices spurred large scale stock building (commercial, refinery level and strategic). Major crude buyers and traders
diversified their crude purchases buying from further afield which positively influenced tonne miles and
84
spread out the global fleet. The higher refinery utilization rates and margins also contributed to an increase in rates for product carriers. The Company had more vessel days employed on spot and
period employment with variable rates in 2015 compared to 2014, enabling the fleet to take advantage of the improved freight rates. The average time charter equivalent rate per vessel achieved for the year 2015 was higher by 30.8% at $25,940 per day
compared to $19,834 per day for the previous year. The increase is mainly due to improvement in the freight rates as a result of decreasing oil prices and the resulting increase in oil demand, a more balanced supply of vessels due to limited
ordering of new crude carriers in the preceding years, and seasonal winter factors in the beginning and end of the year. Our aframax tankers, which were trading mostly on spot charters during the year, had the highest increase in their time charter
equivalent rate by 47% over the preceding year. Our suezmax tankers, which were trading mostly on spot and on time charters with profit sharing arrangements earned a time charter equivalent rate higher by 44% over the prior year. The Companys
lone VLCC also took advantage of the spiking market capturing the prevailing high time charter rates resulting in a 127% increase of its TCE for the year over 2014.
Average daily TCE rates earned for the years ended December 31, 2015 and 2014 were:
|
|
|
|
|
|
|
|
|
|
|
Year ended
|
|
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
|
$
|
|
|
$
|
|
LNG carrier
|
|
|
78,488
|
|
|
|
78,240
|
|
VLCC
|
|
|
45,828
|
|
|
|
20,212
|
|
Suezmax
|
|
|
32,453
|
|
|
|
22,474
|
|
DP2 shuttle
|
|
|
48,360
|
|
|
|
45,472
|
|
Aframax
|
|
|
28,479
|
|
|
|
19,355
|
|
Panamax
|
|
|
15,030
|
|
|
|
14,138
|
|
Handymax
|
|
|
15,318
|
|
|
|
14,129
|
|
Handysize
|
|
|
17,650
|
|
|
|
13,411
|
|
TCE is calculated by taking voyage revenue less voyage expenses divided by the number of operating days. As from the first
quarter of 2015, TCE rate commissions are included in voyage expenses in order to be consistent and comparable to other reporting entities within the peer group of tanker companies. Prior year data has been adjusted accordingly.
Time charter equivalent revenue and TCE rate are not measures of financial performance under U.S. GAAP and may not be comparable to similarly titled measures
of other companies. However, TCE is a standard shipping industry performance measure used primarily to compare period-to-period changes in shipping performance despite changes in the mix of charter types (i.e. spot voyage charters, time charters and
bare-boat charters) under which the vessels may be employed between the periods. The following table reflects the calculation of our TCE rates for the periods presented (amount in thousands of U.S. dollars, except for TCE rate, which is expressed in
U.S. dollars, and operating days):
|
|
|
|
|
|
|
|
|
|
|
Year ended
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
Voyage revenues
|
|
$
|
587,715
|
|
|
$
|
501,013
|
|
Less: Voyage expenses
|
|
|
(131,878
|
)
|
|
|
(154,143
|
)
|
Add: Representative operating expenses for Bareboat charter ($10,000 daily)
|
|
|
560
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time charter equivalent revenues
|
|
$
|
456,397
|
|
|
$
|
346,870
|
|
|
|
|
|
|
|
|
|
|
Divided by: net earnings (operating) days
|
|
|
17,594
|
|
|
|
17,489
|
|
Average TCE per vessel per day
|
|
$
|
25,940
|
|
|
$
|
19,834
|
|
85
Voyage expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total voyage expenses
per category
|
|
|
Average daily voyage
expenses per vessel
|
|
|
|
Year ended
December 31,
|
|
|
% increase/
(decrease)
|
|
|
Year ended
December 31,
|
|
|
% increase/
(decrease)
|
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
U.S.$ million
|
|
|
U.S.$ million
|
|
|
|
|
|
U.S.$
|
|
|
U.S.$
|
|
|
|
|
Bunkering expenses
|
|
|
65.3
|
|
|
|
93.9
|
|
|
|
(30.5
|
)%
|
|
|
8,392
|
|
|
|
14,290
|
|
|
|
(41.3
|
)%
|
Port and other expenses
|
|
|
43.8
|
|
|
|
41.4
|
|
|
|
5.8
|
%
|
|
|
5,635
|
|
|
|
6,304
|
|
|
|
(10.6
|
)%
|
Commissions
|
|
|
22.7
|
|
|
|
18.8
|
|
|
|
20.7
|
%
|
|
|
2,921
|
|
|
|
2,864
|
|
|
|
2.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total voyage expenses
|
|
|
131.8
|
|
|
|
154.1
|
|
|
|
(14.5
|
)%
|
|
|
16,948
|
|
|
|
23,458
|
|
|
|
(27.8
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Days on spot and Contract of Affreightment (COA) employment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,781
|
|
|
|
6,571
|
|
|
|
18.4
|
%
|
Voyage expenses include port charges, agents fees, canal dues and bunker (fuel) costs relating to spot charters or
contract of affreightment. These voyage expenses are borne by the Company unless the vessel is on time-charter or operating in a pool, in which case they are borne by the charterer or by the pool operators. As from the first quarter of 2015,
commissions on revenue are included in voyage expenses, in order to be consistent with and comparable to other reporting entities within the peer group of tanker companies. They are borne by the Company for all types of charter. Voyage expenses were
$131.8 million during 2015 compared to $154.1 million during the prior year, a 14.5% decrease. The total operating days on spot charters and contracts of affreightment totaled 7,781 days in 2015 compared to 6,571 days in 2014. Voyage expenses
are highly dependent on the voyage patterns followed and size of vessels employed on spot charter or contract of affreightment. In 2015, the decrease in voyage expenses was primarily due to a 30.5% decrease in the bunkering expenses due to fall in
the bunker prices by 45.5%, which is off-set by an increase of 38.5% in the volume of bunker purchases, as a result of the increased days the vessels were operating in types of employment bearing voyage expenses. Also, during 2015, the increase in
the number of days the vessels operated on spot and COA employment bearing voyage expenses resulted in an increase in port expenses. However, on a per relevant vessel basis their average daily cost decreased by 10.6%.
Commissions in 2015 totaled $22.7 million compared to $18.8 million in 2014, a 20.7% increase. Commissions were 3.9% of revenue from vessels in 2015 compared
to 3.8% in 2014. The increase in total commission charges relates mainly to the increase in revenue and partly to the increase in the number of days our vessels participated in spot voyages in 2015 compared to 2014.
Vessel operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
per category
|
|
|
Average daily operating
expenses per vessel
|
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
U.S.$ million
|
|
|
U.S.$ million
|
|
|
% increase/
(decrease)
|
|
|
U.S.$
|
|
|
U.S.$
|
|
|
% increase/
(decrease)
|
|
Crew expenses
|
|
|
79.6
|
|
|
|
85.7
|
|
|
|
(7.1
|
)%
|
|
|
4,447
|
|
|
|
4,788
|
|
|
|
(7.1
|
)%
|
|
|
|
|
|
|
|
Insurances
|
|
|
15.2
|
|
|
|
15.6
|
|
|
|
(2.6
|
)%
|
|
|
847
|
|
|
|
874
|
|
|
|
(3.1
|
)%
|
|
|
|
|
|
|
|
Repairs and maintenance, and spares
|
|
|
20.7
|
|
|
|
18.7
|
|
|
|
10.7
|
%
|
|
|
1,157
|
|
|
|
1,044
|
|
|
|
10.8
|
%
|
|
|
|
|
|
|
|
Stores
|
|
|
8.8
|
|
|
|
9.1
|
|
|
|
(3.3
|
)%
|
|
|
492
|
|
|
|
506
|
|
|
|
(2.8
|
)%
|
Lubricants
|
|
|
6.8
|
|
|
|
6.4
|
|
|
|
6.3
|
%
|
|
|
379
|
|
|
|
360
|
|
|
|
5.3
|
%
|
|
|
|
|
|
|
|
Other (quality and safety, taxes, registration fees, communications)
|
|
|
11.1
|
|
|
|
11.8
|
|
|
|
(5.9
|
)%
|
|
|
618
|
|
|
|
662
|
|
|
|
(6.7
|
)%
|
Foreign currency gains
|
|
|
(0.1
|
)
|
|
|
(0.4
|
)
|
|
|
(75
|
)%
|
|
|
(7
|
)
|
|
|
(25
|
)
|
|
|
(72
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
142.1
|
|
|
|
146.9
|
|
|
|
(3.3
|
)%
|
|
|
7,933
|
|
|
|
8,209
|
|
|
|
(3.4
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings capacity days excluding vessel on bareboat charter
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,914
|
|
|
|
17,895
|
|
|
|
|
|
86
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 and communication costs. As from January 1, 2015, foreign currency gains or losses, previously shown as a separate line item in the consolidated statement of
comprehensive income / (loss), are included in the operating expenses line item in order to be consistent with and comparable to other reporting entities within the peer group of tanker companies. Total operating costs were $142.1 million during
2015, compared to $146.9 million during 2014, a decrease of 3.3%, primarily due to the appreciation of the US dollar against the Euro and the disposal of the 2002-built suezmax tanker
Triathlon
and the 2004-built handysize product carrier
Delphi
in July, which was partly offset with the acquisition of a 2009-built suezmax tanker
Pentathlon
in November, as well as the VLCC
Millennium
entering a bareboat charter in November.
The exchange rate of the U.S. dollar against the Euro saw a 16.4% strengthening of the dollar between 2015 and 2014. The fluctuations in the U.S. dollar/Euro
exchange rate mainly impact crew costs, as most of the Companys crew expenses, relating mainly to Greek vessel officers, are paid in Euro. As a result, crew costs decreased by 7.1%. The dry-docking activity in every year affects repairs and
maintenance expenses as certain works performed during dry-dockings that do not qualify for capitalization are expensed. In 2015, nine dry-dockings were performed compared to eight dry-dockings in 2014. Apart from the repairs performed during
dry-dockings, many repairs which included the replacement with expensive spare parts were performed in a number of vessels during 2015 increasing the overall cost. All other categories of operating expenses remained approximately at the same levels
in 2015.
Average operating expenses per ship per day for the fleet decreased to $7,933 for 2015 from $8,209 in 2014. This was partly due to the decrease
in overall operating costs described above and to the disposal of older vessels which due to their age bear higher daily operating costs which impact the average daily operating costs per vessel of the fleet.
Depreciation and Amortization of deferred charges
As
from January 1, 2015 depreciation and amortization of deferred dry-docking costs are combined in one line item in order to be consistent with and comparable to other reporting entities within the peer group of tanker companies. Prior year
comparable figures have been amended accordingly. Depreciation and amortization charges totaled $105.9 million in 2015 compared to $102.9 million in 2014, a 3.0% increase.
Depreciation amounted to $99.6 million in 2015 compared to $97.9 million during 2014, an increase of $1.7 million, or 1.7%. The increase is due to
addition of the two suezmax tankers
Eurovision
and
Euro
in June and July 2014 respectively and the suezmax tanker
Pentathlon
in November 2015. The impact on depreciation of these acquisitions is offset by the sale of the suezmax
Triathlon
and handysize product carrier
Delphi
in July 2015.
We amortize the cost of dry-dockings related to classification society surveys
over the period to the next dry-docking, and this amortization is included as part of the normal costs we incur in connection with the operation of our vessels. During 2015, amortization of deferred dry-docking costs was $6.3 million compared to
$5.0 million in 2014, an increase of 26.0%. In 2015, nine vessels undertook dry-docking compared to eight vessels in 2014. In addition, the immediate write-off of $0.9 million deferred charges relating to the product carrier
Delphi
when
accounted for as held for sales at June 30, 2015, contributed to the increase.
General and administrative expenses
As from January 1, 2015, Management fees, administrative expenses, and Management incentive award are combined in one line item in order to be consistent
with and comparable to other reporting entities within the peer group of tanker companies.
87
Management fees, including those paid to third-party managers, totaled $16.6 million during 2015, compared to
$16.5 million in 2014, a 0.6% increase due to the addition of the suezmaxes
Euro
and
Eurovision
in mid-2014 and
Pentathlon
in November, 2015, offset by the sale of the two vessels in the early part of the third quarter 2015.
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 and of the enterprise as a whole. According to the management agreement, there is a prorated adjustment if at the beginning of the year the Euro has appreciated by 10% or more against the
U.S. Dollar since January 1, 2007, and an increase each year by a percentage figure reflecting 12 month Euribor, if both parties agree. There was no increase in management fees payable to the management company in 2014 and 2015. In 2015,
all the vessels in the fleet have been managed by TCM, apart from the LNG carrier
Neo Energy,
the VLCC
Millennium
and the suezmax
Eurochampion 2004,
which have been managed by third-party managers. Monthly management fees for
operating conventional vessels are $27,500 per month, 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
Neo
Energy
are $35,833, of which $10,000 are payable to the management company and $25,833 to the third-party manager. Management fees for the DP2 suezmax shuttle tankers are $35,000 per month. Management fees for
Millennium
were $27,500 per
month, of which $13,940 were payable to a third-party manager until November 5, 2015 when the vessel entered a bare-boat charter. Management fees for
Eurochampion 2004
are $27,500 per month, of which $12,000 are payable to a third party
manager. Management fees paid relating to vessels under construction are capitalized as part of the vessels costs.
General and administrative
expenses consist primarily of professional fees, investor relations, office supplies, advertising costs, directors liability insurance, directors fees and reimbursement of our directors and officers travel-related expenses.
General and administrative expenses in 2015 totaled $4.1 million compared to $4.4 million in 2014, a 6.8% reduction mainly due to reduced listing fees.
Total general and administrative expenses plus management fees paid to Tsakos Energy Management, the management incentive award, any special awards,
(described below under Management Incentive Award) and stock compensation expense, together represent the overhead of the Company. On a per vessel basis, daily overhead costs were $1,212 in 2015 compared to $1,175 in 2014, a 3.2%
increase being mainly due to the management incentive award approved in May 2015 (none in 2014).
Management incentive award
Following the 2014 restoration of profitability, the Board of Directors decided to reward the management company with an award of $1.1 million based on various
criteria included in a new management incentive award program, approved by the Board of Directors in May 2015, which is included in General and administrative expenses in the 2015 consolidated statement of comprehensive income / (loss). There was no
incentive award based on 2015 profitability accounted for within 2015. An award of $0.4 million was granted to Tsakos Energy Management in relation to services provided towards public offerings during 2015, which was included as a deduction of
additional paid in capital in the accompanying Consolidated Financial Statements.
There was no management incentive award in 2014. However, a special
award totaling $0.9 million was granted to Tsakos Energy Management in relation to services provided towards public offerings during 2014, which was included as a deduction of additional paid in capital in the accompanying Consolidated Financial
Statements.
Stock compensation expense
There was no
stock compensation award in 2015. In 2014 stock compensation expense amounted to $0.1 million, representing 20,000 RSUs granted and vested in July 2014. The valuation of RSUs which are granted and vested immediately is based on the share price
at that date.
88
Gain on sale of vessels
In July, 2015, the suezmax tanker
Triathlon
and product carrier
Delphi
were sold for combined net proceeds of $42.8 million resulting in a
combined net gain of $2.1 million and freeing cash totaling $19.6 million after the prepayment of related loans. There were no vessel sales during 2014.
Vessel impairment charge
At December 31, 2015,
despite the fact that vessel values have improved from their historically low levels in 2013 and 2012, 33 of our vessels had carrying values in excess of market values. Apart from one VLCC, the remainder of our fleet is for the most part young and
in all these cases the vessels are expected to generate considerably more cash during their remaining expected lives than their carrying values as at December 31, 2015. 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 December 31, 2015 and 2014.
Operating income
For 2015, income from
vessel operations was $188.1 million compared to $76.0 million, an increase of 147.3%.
Interest and finance costs, net
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
2014
|
|
|
|
$ million
|
|
|
$ million
|
|
Loan interest expense
|
|
|
29.2
|
|
|
|
31.4
|
|
Interest rate swap cash settlementshedging
|
|
|
2.8
|
|
|
|
2.0
|
|
Less: Interest capitalized
|
|
|
(3.4
|
)
|
|
|
(2.4
|
)
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
28.6
|
|
|
|
31.0
|
|
Interest rate swap cash settlementsnon-hedging
|
|
|
2.2
|
|
|
|
3.2
|
|
Bunkers non-hedging instruments cash settlements
|
|
|
8.8
|
|
|
|
2.2
|
|
Change in fair value of non-hedging bunker instruments
|
|
|
(6.9
|
)
|
|
|
7.0
|
|
Amortization of deferred loss on de-designated interest rate swap
|
|
|
0.0
|
|
|
|
0.2
|
|
Change in fair value of non-hedging interest rate swaps
|
|
|
(2.2
|
)
|
|
|
(2.0
|
)
|
Amortization of loan expenses
|
|
|
1.3
|
|
|
|
1.2
|
|
Bank loan charges
|
|
|
0.1
|
|
|
|
0.3
|
|
Gain on the prepayment of a loan, net
|
|
|
(3.2
|
)
|
|
|
(0.0
|
)
|
Other finance costs
|
|
|
1.3
|
|
|
|
0.0
|
|
|
|
|
|
|
|
|
|
|
Net total
|
|
|
30.0
|
|
|
|
43.1
|
|
|
|
|
|
|
|
|
|
|
Interest and finance costs, net, were $30.0 million for 2015 compared to $43.1 million for 2014, a 30.3% decrease. Loan
interest, excluding payment of swap interest, decreased to $29.2 million from $31.4 million, a 7.0% decrease mainly due to the decrease in margins as a result of the expiry of the waivers in mid-2014 and the return to compliance with loan
covenants.Cash settlements on both hedging and non-hedging interest rate swaps, based on the difference between fixed payments and variable 6-month LIBOR, decreased to $5.0 million from $5.2 million, as one swap expired in 2014.
The average loan financing cost in 2015, including the impact of all interest rate swap cash settlements, was 2.5% compared to 2.6%, for 2014. Capitalized
interest, which is based on expenditures incurred to date on vessels under construction, was $3.4 million in 2015, compared to $2.4 million in 2014, the increase being due to the extra vessels under construction in 2015.
89
The remaining deferred loss of $0.2 million from the de-designation of an interest rate swap that became
ineffective in 2010 was fully amortized in 2014.
There was a positive movement in the fair value (mark-to-market) of the non-hedging interest rate swaps
in 2015 of $2.2 million compared to a positive movement of $2.0 million in 2014.
In 2015, other finance costs include a charge of $1.3 million finance
project costs which were expensed as they would have to be repeated if the project to which they relate actually occurs.
As of December 31, 2014,
the Company held seven bunker swap agreements in order to cover its exposure to bunker price fluctuations associated with the consumption of bunkers by its vessels. The fair values of these financial instruments as of December 31, 2014, were
$9.2 million (negative). As of December 31, 2015 these bunker swap agreements expired.
At December 31, 2014, the Company held three bunker put
option agreements in order to reduce the losses of the bunker swap agreements, which expired concurrently with the swaps agreements at the end of 2015. The value of those put options at December 31, 2014 was $2.4 million (positive). The change
in their fair value during 2015 was $2.4 million (negative).
During 2015, the Company entered into seventeen bunker call option agreements at different
strike levels, covering the fourth quarter of 2015 and 2016 and 2017 years. The premium paid for all the call options was $1,414. During 2015, five call options were expired. The fair market value of the remaining twelve options at December 31,
2015, amounted to $0.2 million.
The changes in their fair values during 2015 and 2014 amounting to $6.9 million (positive) and $7.0 million (negative)
respectively have been included in Change in fair value of non-hedging bunker instruments in the table above, as such agreements do not meet the hedging criteria.
Amortization of loan expenses was $1.3 million in 2015 compared to $1.2 million in 2014. Other bank charges amounted to $0.1 million in 2015 and $0.3 million
in 2014.
Interest income
For 2015, interest income
amounted to $0.2 million compared to $0.5 million in 2014. The decrease is due to lower interest rates in 2015 compared to 2014. There was no investment income or loss either years.
Non-controlling interest
Net income attributable to the
non-controlling interest (49%) in the subsidiary which owns the companies owning the vessels
Maya
and
Inca
amounted to $0.2 million in 2015 and $0.2 million in 2014.
Net income attributable to Tsakos Energy Navigation Limited
As a result of the foregoing, net income attributable to Tsakos Energy Navigation Limited for 2015 was $158.2 million, or $1.69 per share basic and
diluted, taking into account the cumulative dividend of $13.4 million on our preferred shares, versus net income of $33.5 million, or $0.32 per share basic and diluted, taking into account the cumulative dividend of $8.4 million on our preferred
shares, for 2014.
90
Year ended December 31, 2014 versus year ended December 31, 2013
Voyage revenues
Voyage revenues earned in
2014 and 2013 per charter category were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014
|
|
|
2013
|
|
|
|
$ million
|
|
|
% of total
|
|
|
$ million
|
|
|
% of total
|
|
Time charter-bareboat
|
|
|
|
|
|
|
|
|
|
|
5.4
|
|
|
|
1
|
%
|
Time charter-fixed rate
|
|
|
164.0
|
|
|
|
33
|
%
|
|
|
143.8
|
|
|
|
34
|
%
|
Time charter-variable rate (profit share)
|
|
|
63.4
|
|
|
|
13
|
%
|
|
|
70.5
|
|
|
|
17
|
%
|
Pool arrangement
|
|
|
6.9
|
|
|
|
1
|
%
|
|
|
5.3
|
|
|
|
1
|
%
|
Voyage charter-contract of affreightment
|
|
|
29.7
|
|
|
|
6
|
%
|
|
|
7.0
|
|
|
|
2
|
%
|
Voyage charter-spot market
|
|
|
237.0
|
|
|
|
47
|
%
|
|
|
186.4
|
|
|
|
45
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total voyage revenue
|
|
|
501.0
|
|
|
|
100
|
%
|
|
|
418.4
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from vessels amounted to $501.0 million during the year ended December 31, 2014 compared to $418.4 million during
the year ended December 31, 2013, a 19.8% increase. There was an average of 49.0 vessels operating in 2014 compared to an average of 47.5 vessels in 2013, the increase relating to the acquisition of the suezmaxes
Eurovision
and
Euro
in mid-2014. Based on the total days that the vessels were actually employed as a percentage of the days that we owned the vessels, the fleet enjoyed 97.7% employment compared to 97.8% in the previous year, the lost time being mainly due
to the eight dry-dockings performed during the year, while in 2013 there were seven dry-dockings.
Market conditions for tankers improved considerably in
2014, especially in the latter part of the year, due to restricted availability of vessels and falling oil prices, which significantly and positively impacted the crude carrying sector especially, but also contributed to an increase in rates for
product carriers. Traders and consuming countries, either speculatively or strategically, stockpiled crude oil in onshore storage facilities or offshore in tankers, removing from the spot trade over twenty VLCCs which were used as floating storage,
thereby increasing the demand for remaining crude carriers. The Company had more vessel days employed on spot and period employment with variable rates in 2014 compared to 2013, enabling the fleet to take advantage of the improved freight rates. The
average time charter equivalent rate per vessel achieved for the year 2014 was higher by 17.0% at $19,834 per day compared to $16,957 per day for the previous year. The increase is mainly due to improvement in the freight rates as a result of
decreasing oil prices and the resulting increase in oil demand, a more balanced supply of vessels due to limited ordering of new crude carriers in the preceding years, and seasonal winter factors in the beginning and end of the year. Our aframax
tankers, which were trading mostly on spot charters during the year, had the highest increase in their time charter equivalent rate by 55% over the preceding year. Our suezmax tankers, which were trading mostly on spot and on time charter with
profit sharing arrangements earned a time charter equivalent higher by 23% over the prior year. The introduction of the two suezmax DP2 shuttle tankers in mid-2013, which operated for a full year in 2014, and the addition of the suezmaxes
Eurovision
and
Euro
in 2014 positively affected our gross revenue.
91
Voyage expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total voyage expenses
per category
|
|
|
Average daily voyage
expenses per vessel
|
|
|
|
Year ended
December 31,
|
|
|
% increase/
(decrease)
|
|
|
Year ended
December 31,
|
|
|
% increase/
(decrease)
|
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
U.S.$ million
|
|
|
U.S.$ million
|
|
|
|
|
|
U.S.$
|
|
|
U.S.$
|
|
|
|
|
Bunkering expenses
|
|
|
93.9
|
|
|
|
77.1
|
|
|
|
21.9
|
%
|
|
|
14,290
|
|
|
|
13,578
|
|
|
|
5.2
|
%
|
Port and other expenses
|
|
|
41.4
|
|
|
|
39.9
|
|
|
|
3.8
|
%
|
|
|
6,304
|
|
|
|
7,035
|
|
|
|
(10.4
|
)%
|
Commissions
|
|
|
18.8
|
|
|
|
16.0
|
|
|
|
17.5
|
%
|
|
|
2,864
|
|
|
|
2,823
|
|
|
|
1.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total voyage expenses
|
|
|
154.1
|
|
|
|
133.0
|
|
|
|
15.9
|
%
|
|
|
23,458
|
|
|
|
23,436
|
|
|
|
0.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Days on spot and Contract of Affreightment (COA) employment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,571
|
|
|
|
5,675
|
|
|
|
15.8
|
%
|
Voyage expenses include port charges, agents fees, canal dues and bunker (fuel) costs relating to spot charters or
contract of affreightment. Voyage expenses were $154.1 million during 2014 compared to $133 million during the prior year, a 15.9% increase. The total operating days on spot charters and contracts of affreightment totaled 6,571 days in 2014
compared to 5,675 days in 2013. Voyage expenses are highly dependent on the voyage patterns followed and size of vessels employed on spot charter or contract of affreightment. In 2014, the increase in voyage expenses was primarily due to a 15.8%
increase in the days the vessels operated on spot and COA employment bearing voyage expenses, resulting in an increase of 21.4% in the volume of bunkers consumed, this was offset among other factors, by a 10.1% decrease in bunker prices paid between
the two years. Also, during 2014, several vessels were chartered for long-haul voyages on routes which have developed significantly with the recent inaugurations of new refineries in the Middle East and elsewhere in Asia. The increase in the number
of days the vessels operated on spot and COA employment bearing voyage expenses also resulted in an increase in port expenses. However, port and other expenses vary between different ports, so overall voyage expenses were also affected by which
ports the vessels visited.
Commissions during 2014 amounted to $18.8 million compared to $16.0 million in 2013, a 17.5% increase. Commissions were 3.8%
of revenue from vessels in both 2014 and 2013. The increase in total commission charges relates in part to the increased average number of vessels by 1.5 vessels in 2014 compared to 2013, and to additional vessels trading on spot voyages.
Vessel operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
per category
|
|
|
Average daily operating
expenses per vessel
|
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
U.S.$ million
|
|
|
U.S.$ million
|
|
|
% increase/
(decrease)
|
|
|
U.S.$
|
|
|
U.S.$
|
|
|
% increase/
(decrease)
|
|
Crew expenses
|
|
|
85.7
|
|
|
|
78.9
|
|
|
|
8.5
|
%
|
|
|
4,788
|
|
|
|
4,610
|
|
|
|
3.9
|
%
|
Insurances
|
|
|
15.6
|
|
|
|
14.4
|
|
|
|
8.7
|
%
|
|
|
874
|
|
|
|
839
|
|
|
|
4.1
|
%
|
Repairs and maintenance, and spares
|
|
|
18.7
|
|
|
|
14.6
|
|
|
|
27.9
|
%
|
|
|
1,044
|
|
|
|
853
|
|
|
|
22.4
|
%
|
Stores
|
|
|
9.1
|
|
|
|
7.9
|
|
|
|
15.0
|
%
|
|
|
506
|
|
|
|
460
|
|
|
|
10.1
|
%
|
Lubricants
|
|
|
6.4
|
|
|
|
5.7
|
|
|
|
13.3
|
%
|
|
|
360
|
|
|
|
332
|
|
|
|
8.4
|
%
|
Other (quality and safety, taxes, registration fees, communications)
|
|
|
11.8
|
|
|
|
9.3
|
|
|
|
28.0
|
%
|
|
|
662
|
|
|
|
540
|
|
|
|
22.5
|
%
|
Foreign currency (gains)/loss
|
|
|
(0.4
|
)
|
|
|
0.3
|
|
|
|
233.3
|
%
|
|
|
(25
|
)
|
|
|
17
|
|
|
|
247.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
146.9
|
|
|
|
131.1
|
|
|
|
12.1
|
%
|
|
|
8,209
|
|
|
|
7,651
|
|
|
|
7.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings capacity days excluding vessel on bareboat charter
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,895
|
|
|
|
17,128
|
|
|
|
|
|
92
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 and communication costs. Total operating costs were $146.9 million during 2014, compared to $131.1 million during 2013, an increase of 12.1%, primarily due to the
addition of the two suezmaxes
Eurovision
and
Euro
in June and July 2014 respectively, the operation of the two shuttle tankers
Brasil 2014
and
Rio 2016
during the full year, as well as the VLCC
Millennium
coming
off bareboat charter during 2013 and therefore bearing operating expenses throughout 2014.
Crew costs increased as a result of the increase in the
average number of vessels during the year and increased crew income taxes. The dry-docking activity in every year affects repairs and maintenance expenses as certain works performed during dry-dockings that do not qualify for capitalization are
expensed. In 2014, eight dry-dockings were performed compared to seven dry-dockings in 2013. Apart from the repairs performed during dry-dockings, many repairs which included the replacement with expensive spare parts were performed in a number of
vessels during 2014 increasing the overall cost. In addition, the timing of the ordering of stores and spare parts had a negative effect on our operating expenses. Lubricants have increased due to the higher number of vessels in the year as well as
the type of vessels. The drop in oil prices in the latter part of the year had not been reflected in the prices of lubricants contracted at an earlier date. Insurances increased by $1.2 million, mainly due to increases in insurance premiums and
extra vessels. The expenses included under the category other were higher by 28.0% in 2014 compared to 2013 mainly due to increased vessel tonnage taxes, resulting from new Greek legislation. As a percentage of voyage revenues, vessel operating
expenses were 29.3% in 2014 compared to 31.3% in 2013.
Average operating expenses per ship per day for the fleet increased to $8,209 for 2014 from $7,651
in 2013. This was partly due to the increase in overall operating costs described above and to the addition of vessels which due to their size and complexity bear higher daily operating costs which impact the average daily operating costs per vessel
of the fleet. Approximately 46% of operating expenses (27% of total costs) incurred are in Euro, mainly relating to vessel officers. The average exchange rate of the US dollar against the Euro remained unchanged between 2014 and 2013 and had minimal
effect on our operating expenses. However, the US dollar strengthened significantly towards the end of 2014 and in the beginning of 2015, which if it continues throughout 2015, will have a positive impact on our operating expenses for 2015 (a 20%
strengthening of the US dollar against the Euro would have a positive effect on our operating expenses of approximately $12.3 million in 2014). The creation of TCM in 2010, between Tsakos Shipping and Columbia Shipmanagement Ltd., resulted in
increased purchasing power based on the combined fleets managed by TCM and Columbia. This provided considerable savings in the purchase of stores, spares and lubricants both in 2014 and 2013.
Depreciation and Amortization of deferred charges
Depreciation was $97.9 million during 2014 compared to $95.3 million during 2013, an increase of $2.6 million, or 2.7%. The increase is due to addition of
the two suezmax DP2 shuttle tankers
Rio 2016
and
Brasil 2014
delivered in March and April 2013 respectively, and operating throughout 2014, plus the addition of the suezmax tankers
Eurovision
and
Euro
in June and July
2014 respectively.
We amortize the cost of dry-dockings related to classification society surveys over the period to the next dry-docking, and this
amortization is included as part of the normal costs we incur in connection with the operation of our vessels. During 2014, amortization of deferred dry-docking costs was $5.0 million compared to $5.1 million during 2013, a decrease of 2.2%. In
2014, eight vessels performed dry-docking compared to seven vessels in 2013. The increase in amortization was due to increased deferred charges, offset by a change in estimation in calculating amortization, as described above.
General and administrative expenses
General and
administrative expenses consist primarily of management fees, incentive awards and administrative expenses such as professional fees, investor relations, office supplies, advertising costs, directors liability
93
insurance, directors fees and reimbursement of our directors and officers travel-related expenses. General and administrative expenses were $4.4 million for both 2014 and 2013.
Total general and administrative expenses plus management fees paid to Tsakos Energy Management, the incentive award (none in 2014 and 2013), any special
awards (described below under Management Incentive Award) and stock compensation expense, together represent the overhead of the Company. On a per vessel basis, daily overhead costs were $1,175 in 2014 compared to $1,196 in 2013,
the decrease being mainly due to the extra vessels reducing the daily average per vessel.
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 and of the enterprise as a whole. According to the management agreement, there is a prorated adjustment if at
the beginning of the year the Euro has appreciated by 10% or more against the U.S. Dollar since January 1, 2007, and an increase each year by a percentage figure reflecting 12 month Euribor, if both parties agree.
From January 1, 2012, vessel monthly fees for operating vessels are $27,500, for vessels under construction the monthly fee is $20,400. On April 1,
2012, the monthly fee for the LNG carrier increased from $32,000 payable since the beginning of 2011 to $35,000, of which $10,000 is paid to the management company and $25,000 to a third party manager. From January 1, 2014, for the LNG carrier
monthly management fees payable to third party managers are $25,833, in addition to the $10,000 paid to Tsakos Energy Management. Monthly management fees for the suezmax DP2 shuttle tankers are $35,000 per vessel. Since the expiry of the bareboat
charter of the VLCC
Millennium
on July 30, 2013, management fees for this vessel are $27,500 per month, of which $13,700 are payable to a third party manager. Management fees for the suezmax
Eurochampion 2004
are $27,500 per
month, of which, effective September 22, 2013, $12,000 are payable to a third party manager.
Management fees totaled $16.5 million for the year
ended December 31, 2014, compared to $15.9 million for the year ended December 31, 2013. The increase is due to the addition of the two suezmax DP2 shuttle tankers
Rio 2016
and
Brasil 2014
in March and April 2013
respectively, operating throughout 2014, and the addition of the suezmax tankers
Eurovision
and
Euro
in June and July 2014 respectively. Total fees include fees paid directly to the third-party ship manager in the case of the LNG
carrier, the suezmax
Eurochampion 2004
and the VLCC
Millennium
. Fees paid relating to vessels under construction are capitalized as part of the vessels costs.
Management incentive award
There was no management
incentive award in 2014 and 2013. However, special awards totaling $0.9 million and $0.5 million were granted to Tsakos Energy Management in relation to services provided towards public offerings during 2014 and 2013, respectively. These awards have
been included as a deduction of additional paid in capital in the accompanying Consolidated Financial Statements.
Stock compensation expense
In 2014 stock compensation expense amounted to $0.1 million, representing 20,000 RSUs granted and vested in July 2014. In 2013 stock compensation expense of
$0.5 million represented the cost of the 96,000 Restricted Share Units (RSUs) granted in October 2013, which vested immediately. The valuation of RSUs which are granted and vested immediately is based on the share price at that date.
Gain (loss) on sale of vessels
There were no vessel
sales during 2014 and 2013.
Vessel impairment charge
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 December 31, 2014. At December 31, 2013, it was determined that the carrying value of the vessels
Silia T, Triathlon, Delphi
and
94
Millennium
were in excess of their estimated fair market values and that the vessels would not generate adequate cash flow over their remaining life in excess of their carrying value. As a
result, the carrying values of these four vessels, totaling $123.5 million, were written down to $95.3 million, based on level 2 inputs of the fair value hierarchy, as determined by management taking into consideration valuations from independent
marine valuers.
At December 31, 2014, despite the fact that vessel values have improved from their historically low levels in 2013 and 2012, 36 of
our vessels had carrying values in excess of market values. Apart from the vessels impaired in the prior years, which were the oldest in our fleet, the remainder of our fleet is for the most part young and in all these cases the vessels are expected
to generate considerably more cash during their remaining expected lives than their carrying values as at December 31, 2014.
Operating
loss/income
For 2014, income from vessel operations was $76.0 million compared to $4.9 million including an impairment charge of $28.3 million for
2013.
Interest and finance costs, net
|
|
|
|
|
|
|
|
|
|
|
2014
|
|
|
2013
|
|
|
|
$ million
|
|
|
$ million
|
|
Loan interest expense
|
|
|
31.4
|
|
|
|
35.8
|
|
Accrued interest on hedging swaps reclassified from AOCI
|
|
|
(0.0
|
)
|
|
|
(0.5
|
)
|
Interest rate swap cash settlementshedging
|
|
|
2.0
|
|
|
|
6.4
|
|
Less: Interest capitalized
|
|
|
(2.4
|
)
|
|
|
(1.9
|
)
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
31.0
|
|
|
|
39.8
|
|
Interest rate swap cash settlementsnon-hedging
|
|
|
3.2
|
|
|
|
5.0
|
|
Bunkers non-hedging instruments cash settlements
|
|
|
2.2
|
|
|
|
(0.2
|
)
|
Change in fair value of non-hedging bunker swaps
|
|
|
7.0
|
|
|
|
(0.1
|
)
|
Amortization of deferred loss on de-designated interest rate swap
|
|
|
0.2
|
|
|
|
0.9
|
|
Change in fair value of non-hedging interest rate swaps
|
|
|
(2.0
|
)
|
|
|
(6.0
|
)
|
Amortization of loan expenses
|
|
|
1.2
|
|
|
|
1.1
|
|
Bank loan charges
|
|
|
0.3
|
|
|
|
0.4
|
|
|
|
|
|
|
|
|
|
|
Net total
|
|
|
43.1
|
|
|
|
40.9
|
|
|
|
|
|
|
|
|
|
|
Interest and finance costs, net, were $43.1 million for 2014 compared to $40.9 million for 2013, a 5.4% increase. Loan
interest, excluding payment of swap interest, decreased to $31.4 million from $35.8 million, a 12.3% decrease mainly due to the decrease in margins as a result of the expiry of the waivers in mid-2014 and the return to compliance with loan
covenants. In addition, total weighted average bank loans outstanding were approximately $1,388 million for 2014 compared to $1,422 million for 2013. Cash settlements on both hedging and non-hedging interest rate swaps, based on the difference
between fixed payments and variable 6-month LIBOR, decreased to $5.2 million from $11.4 million, as one swap expired in 2014 and two swaps expired in 2013. The average loan financing cost in 2014, including the impact of all interest rate swap cash
settlements, was 2.6% compared to 3.2%, for 2013. Capitalized interest, which is based on expenditures incurred to date on vessels under construction, was $2.4 million in 2014, compared to $1.9 million in 2013, the increase being due to the
extra vessels under construction in 2014.
There was a positive movement in the fair value (mark-to-market) of the non-hedging interest rate swaps in 2014
of $2.0 million compared to a positive movement of $6.0 million in 2013.
95
The remaining deferred loss of $0.2 from the de-designation of an interest rate swap that became ineffective in
2010 was fully amortized in 2014. Such amortization amounted to $0.9 million in 2013.
The Company entered into swap arrangements relating to bunker
(fuel) costs, which do not qualify as hedging instruments. In 2014, the Company paid $1.0 million on such swaps in realized losses compared to receipts of $0.2 million in 2013. Unrealized mark-to-market valuation losses were $9.4 million in 2014,
compared to $0.1 million gains in 2013, such losses being a result of the unexpected sharp fall in oil prices in the latter part of 2014. As the hedges expire during 2015, no further losses are expected to be recorded in 2015. In 2014, the Company
entered into three put options relating to bunker costs, primarily to cap further valuation losses, which do not qualify for hedging. The premium paid for the acquisition of those options was $1.2 million and the unrealized mark-to market valuation
gains were $2.4 million in 2014.
Amortization of loan expenses was $1.2 million in 2014 compared to $1.1 million in 2013. Other bank charges amounted to
$0.3 million in 2014 and $0.4 million in 2013.
Interest and investment income
For 2014, interest and investment income amounted to $0.5 million compared to $0.4 million in 2013. The increase is due to higher average cash balances in 2014
compared to 2013. There was no investment income or loss during 2014, while during 2013 there was a $0.1 million realized loss on sale of marketable securities.
Non-controlling interest
Net income attributable to the
non-controlling interest (49%) in the subsidiary which owns the companies owning the vessels
Maya
and
Inca
amounted to $0.2 million in 2014 compared to a $1.1 million loss attributable to non-controlling interest in 2013. The
increase is due to lower repairs and maintenance expenses in 2014 as both vessels performed their scheduled special surveys in 2013 incurring high repairs and maintenance expenses. Finance costs were also lower as a result of the expiration of the
waivers relating to a loan.
Net income attributable to Tsakos Energy Navigation Limited
As a result of the foregoing, net income attributable to Tsakos Energy Navigation Limited for 2014 was $33.5 million, or $0.32 per share basic and
diluted, taking into account the cumulative dividend of $8.4 million on our preferred shares, versus a net loss of $37.5 million, or $0.73 per share basic and diluted, taking into account the cumulative dividend of $3.7 million on our preferred
shares, for 2013.
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 new building commitments, other expected capital expenditures on dry-dockings and vessel acquisitions, which in total equaled $225.9 million in 2015, $260.4 million in 2014 and $151.7 million in 2013, will
again require us to expend cash in 2016 and in future years. Net cash flow generated by operations is our 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 2016, our financial resources, including the cash expected to be generated within the year, will be
sufficient to meet our liquidity and working capital needs through January 1, 2017, taking into account our existing capital commitments and debt service requirements. If market conditions worsen significantly, then our cash resources may
decline to a level that may put at risk our ability to service timely our debt and capital expenditure commitments. In order to avoid such an eventuality, management would expect to be able to raise extra capital through the alternative sources
described above.
96
Working capital (non-restricted net current assets) amounted to a positive $35.0 million at December 31,
2015 compared to a negative $49.8 million at December 31, 2014. The improvement is mainly due to increased cash.
Current assets increased to $452.2
million at December 31, 2015 from $289.8 million at December 31, 2014 mainly due to increased cash in non-restricted cash holdings by $87.6 million generated mainly by higher freight rates achieved by our vessels and a preferred stock
offering in April 2015 under which the Company raised $81.8 million net of underwriters discount and other expenses. Restricted cash balances increased by $3.0 million mainly due to the deposit of $6.4 million in a restricted account in
respect of the deposit for the purchase of the
Decathlon
in February 2016, offset by the release of $2.7 million on the expiry of the margin call relating to the bunker hedging swaps. Accounts receivable increased to $45.5 million from $42.0
million at the end of 2015. In addition, an amount of $67.3 million was transferred to current assets relating to the vessels Euronike and Eurochampion 2004, held for sale at December 31, 2015.
Current liabilities increased to $401.9 million at December 31, 2015 from $327.3 million at December 31, 2014, mainly due to the increase of the
current portion of long term debt by $91.1 million. At December 31, 2015, the Company is compliant with the value-to-loan covenant contained in all our loan agreements while at the end of 2014 an amount of $2.5 million relating to one loan
which was non-compliant, was reclassified to short term liabilities. Payables increased by just $0.2 million. The current portion of financial instruments amounted to $5.7 million and $15.4 million, respectively, at December 31, 2015 and 2014.
The decrease is mainly due to the expiration of the bunker hedging swaps during 2015.
Net cash provided by operating activities was $234.4 million during
2015 compared to $107.0 million in the previous year, a 119.1% increase. The increase is mainly due to significantly improved profitability with the increase of net income by $124.7 million to $158.4 million in 2015 from a net income of $33.7
million in 2014. Expenditures for dry-dockings are deducted from cash generated by operating activities. Total expenditures during 2015 on dry-dockings amounted to $8.4 million compared to $6.1 million in 2014. In 2015, dry-docking was performed on
the handymax product carriers
Aris
,
Apollon
,
Ajax
,
Afrodite
,
Artemis
and
Ariadne
, on the aframaxes
Sapporo Princess
and
Uraga Princess
and on the suezmax
Eurochampion 2004,
nine vessels
in total. In 2014, dry-docking work was performed on the panamaxes
Salamina, World Harmony and Chantal,
on the aframaxes
Nippon Princess
,
Ise Princess
and
Asahi Princess
and on the handysize product carriers
Didimon
and
Delphi,
eight vessels in total. Expenditure was higher in 2015 due to the higher number of vessels that undertook dry-docking.
Net cash used in investing activities was $174.8 million for 2015, compared to $254.3 million for 2014. In 2015, we paid $156.6 million as yard advances for
vessels under construction and $57.9 million for the acquisition of the suezmax tanker
Pentathlon
and $3.0 million for additions and improvements on our existing fleet. In 2014, $130.4 million was paid as yard installments for vessels under
construction, $121.6 million for the acquisition of the suezmaxes
Eurovision
and
Euro
and $2.3 million for improvements on existing vessels.
At December 31, 2015, we had under construction one LNG carrier, nine aframaxes, one DP2 shuttle tanker, two LR1 panamax tankers and two VLCC crude
carriers with total remaining payments of $805.7 million, all of which we expect to be covered by new debt or additional sources of capital, as described above. Until April 5, 2016, the Company has agreed secured term bank loans, or obtained
firm bank commitments for loans, for all the newbuildings under construction. In addition, a portion of $4.5 million in yard installments paid for a previous shuttle tanker project and subsequently cancelled has been used against the contract price
of the two LR1 panamax tankers ($1.2 million) and against the contract price of the new shuttle tanker ($1.65 million). The remaining $1.65 million will be used against the contract price of any other vessel the Company may order from the yard in
the future. The LNG carrier is expected to be delivered in the second quarter of 2016, the aframaxes are expected to be delivered at various dates between the second quarter of 2016 and the third quarter of 2017 and the LR1 tankers are expected to
be delivered in the third quarter of 2016 and the two VLCCs in the second and fourth quarter of 2016.
97
In July 2015, the suezmax
Triathlon
and product carrier
Delphi
were sold for net proceeds totaling
$42.8 million, generating a net gain of $2.1 million and releasing cash of $19.6 million after the prepayment of related loans. In 2014 there were no vessel sales.
Net cash provided by financing activities in 2015 amounted to $27.9 million compared to $187.2 million in 2014. Proceeds from new bank loans in 2015 amounted
to $227.4 million compared to $158.5 million in 2014. Repayments of debt amounted to $242.4 million in 2015, which included $48.3 million balloon repayments on the maturity of certain loans and $69.7 million prepayments
,
compared to $120.5
million scheduled repayments in 2014. Prepayments of debt totaled $69.7 million, including $23.2 million on the sale of vessels and $46.5 million on the early redemption of a loan at a discount, which resulted in a net gain of $3.2 million,
included in net income.
On April 22, 2015, the Company completed an offering of 3,400,000 its 8.75% Series D perpetual preferred shares raising
$81.8 million, net of underwriting commissions and related expenses. On August 28, 2015, the Company paid dividends of $0.72 per share each or $2.5 million in total, on its 8.75% Series D Preferred Shares. Preferred share dividends on the
Series D Preferred Shares are payable quarterly in arrears on the 28th day of February, May, August and November of each year, when, as and if declared by the Companys board of directors. On February 5, 2014, the Company completed an
offering of 12,995,000 common shares at a price of $6.65 per share. On April 29, 2014, the Company completed an offering of 11,000,000 common shares, at a price of $7.30 per share and on May 22, 2014, the underwriters exercised their
option to purchase 1,650,000 additional shares at the same price. The net proceeds from the sale of these common shares in the two common stock offerings, after deducting underwriting discounts and expenses relating to the offerings, was $169.3
million.
The Company entered into a distribution agency agreement with a leading investment bank as manager, entered into on August 8, 2013, which
provides that the Company may offer and sell from time to time of up to 4,000,000 common shares of the Company, par value $1.00 per share, at market prices. During 2014, the Company issued 1,077,847 common shares under this distribution agency
agreement for net proceeds of $7.1 million. The agreement has been suspended since February 2014.
In 2015, dividends of $0.06 per common share were paid
in February, May, September and December. Total dividend payments to common shareholders in 2015, amounted to $20.6 million, compared to $12.6 million in 2014. In 2015, dividends of $5.0 million were declared in 2014 and paid in February 2015. The
dividend policy of the Company is to pay a dividend on a quarterly basis. However, the payment and the amount are subject to the discretion of our board of directors and depend, among other things, on available cash balances, anticipated cash needs,
our results of operations, our financial condition, and any loan agreement restrictions binding us or our subsidiaries, as well as other relevant factors.
Dividends of $0.50 per share for the 8.00% Series B Preferred Shares, were paid each on January 30, April 30, July 30 and October 30,
2015, totaling in aggregate $4.0 million.
Dividends of $0.5547 per share for the 8.875% Series C Preferred shares was paid each on January 30,
April 30, July 30 and October 30, 2015, totaling in aggregate $4.4 million.
Dividends of $0.7231 and $0.5469 per share for the 8.75%
Series D Cumulative Redeemable Perpetual Preferred Shares, were paid on August 28, 2015 and November 25, 2015, respectively, totaling in aggregate $4.3 million.
As of December 31, 2015, the Company was in full compliance with all the financial covenants contained within the terms of its Series B and C Preferred
Shares.
Preferred share dividends on the Series B and C Preferred Shares are payable quarterly in arrears on the 30th day of January, April, July and
October of each year, when, as and if declared by the Companys Board of Directors. Preferred share dividends on Series D Preferred Shares are payable quarterly in arrears on the 28
th
day of
February, May, August and November of each year, when, as and if declared by the Board of Directors.
98
From January 1, 2016 through March 31, 2016, we have repurchased an aggregate of 1,187,089 of our
common shares at an average purchase price of $5.68 per share for an aggregate purchase price of $6,746,743, under our $20.0 million program for repurchases of our common and preferred shares the resumption of which we announced on December 8, 2015.
From time to time and depending upon market conditions, we may consider various capital raising alternatives to finance the strategic growth and
diversification of our fleet. Any such capital raising transactions may be at the Tsakos Energy Navigation Limited or subsidiary level, to which interests in certain vessels in our fleet and rights to receive related cash flows would be transferred,
as well as other capital raising alternatives available to us at that particular time.
Investment in Fleet and Related Expenses
We operate in a capital-intensive industry requiring extensive investment in revenue-producing assets. As discussed previously in the section
Our Fleet, we continue to have an active fleet development program resulting in a fleet of modern and young vessels with an average age of 8.6 years at March 31, 2016. We raise the funds for such investments in newbuildings mainly
from borrowings and partly out of internally generated funds and equity issuance transactions. Newbuilding contracts generally provide for multiple staged payments of 10%, with the balance of the vessel purchase price paid upon delivery. In the case
of the nine aframaxes, the two LR1 suezmax tankers, one shuttle tanker under construction, pre and post delivery financing has been arranged for part of the installment payments to the shipbuilding yard and for the last installment to the yard on
delivery of the vessels. Also, we have received bank commitments for the delivery yard installments for the LNG carrier and the pre-delivery and post-delivery yard installments for the two VLCCs. Otherwise, for the equity portion of an investment in
a newbuilding or a second-hand vessel, we generally pay from our own cash approximately 30% of the contract price. Repayment of the debt incurred to purchase the vessel is made from vessel operating cash flow, typically over four to twelve years,
compared to the vessels asset life of approximately 25 years (LNG carrier 40 years).
Debt
As is customary in our industry, we anticipate financing the majority of our commitments on the newbuildings with bank debt. Generally we raise 70% of the
vessel purchase price with bank debt for a period of between six and twelve years (while the expected life of a tanker is 25 years and an LNG carrier is 40 years). For vessels for which we have secured long-term charters with first-class charterers,
we would expect to raise up to 80% of the vessel purchase price with bank debt.
Summary of Loan Movements Throughout 2015 (in $ millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan
|
|
Vessel
|
|
Balance at
January 1,
2015
|
|
|
New
Loans
|
|
|
Repaid
|
|
|
Gain on
extinguishment
of debt
|
|
|
Balance at
December 31,
2015
|
|
Credit facility
|
|
Silia T, Andes, Didimon, Amphitrite, Izumo Princess, Aegeas
|
|
|
108.0
|
|
|
|
0
|
|
|
|
61.4
|
|
|
|
0
|
|
|
|
46.6
|
|
Credit facility
|
|
Millennium, Triathlon, Eurochampion 2004, Euronike
|
|
|
101.5
|
|
|
|
0
|
|
|
|
28.6
|
|
|
|
0
|
|
|
|
72.9
|
|
Credit facility
|
|
Archangel, Alaska, Arctic, Antarctic
|
|
|
91.2
|
|
|
|
0
|
|
|
|
10.6
|
|
|
|
0
|
|
|
|
80.6
|
|
Credit facility
|
|
Delphi, Byzantion, Bosporos
|
|
|
59.0
|
|
|
|
0
|
|
|
|
11.9
|
|
|
|
0
|
|
|
|
47.1
|
|
Credit facility
|
|
Artemis, Afrodite, Ariadne, Ajax, Apollon, Aris, Proteas Promitheas, Propontis
|
|
|
211.0
|
|
|
|
0
|
|
|
|
20.0
|
|
|
|
0
|
|
|
|
191.0
|
|
10-year term loan
|
|
Arion, Andromeda
|
|
|
25.8
|
|
|
|
0
|
|
|
|
3.1
|
|
|
|
0
|
|
|
|
22.7
|
|
Credit facility
|
|
Maya, Inca
|
|
|
26.8
|
|
|
|
0
|
|
|
|
4.4
|
|
|
|
0
|
|
|
|
22.4
|
|
Credit facility
|
|
Neo Energy
|
|
|
82.5
|
|
|
|
0
|
|
|
|
5.0
|
|
|
|
0
|
|
|
|
77.5
|
|
10-year term loan
|
|
Maria Princess, Nippon Princess
|
|
|
55.2
|
|
|
|
0
|
|
|
|
5.5
|
|
|
|
0
|
|
|
|
49.7
|
|
99
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan
|
|
Vessel
|
|
Balance at
January 1,
2015
|
|
|
New
Loans
|
|
|
Repaid
|
|
|
Gain on
extinguishment
of debt
|
|
|
Balance at
December 31,
2015
|
|
Credit facility
|
|
Selecao, Socrates
|
|
|
52.1
|
|
|
|
0
|
|
|
|
48.8
|
|
|
|
3.3
|
|
|
|
0
|
|
10-year term loan
|
|
Ise Princess
|
|
|
24.6
|
|
|
|
0
|
|
|
|
2.2
|
|
|
|
0
|
|
|
|
22.4
|
|
8-year term loan
|
|
Asahi Princess
|
|
|
26.7
|
|
|
|
0
|
|
|
|
2.7
|
|
|
|
0
|
|
|
|
24.0
|
|
12-year term loan
|
|
Sapporo Princess
|
|
|
28.8
|
|
|
|
0
|
|
|
|
2.5
|
|
|
|
0
|
|
|
|
26.3
|
|
10-year term loan
|
|
Uraga Princess
|
|
|
27.3
|
|
|
|
0
|
|
|
|
2.6
|
|
|
|
0
|
|
|
|
24.7
|
|
7-year term loan
|
|
World Harmony, Chantal
|
|
|
51.4
|
|
|
|
0
|
|
|
|
4.7
|
|
|
|
0
|
|
|
|
46.7
|
|
10-year term loan
|
|
Selini
|
|
|
31.1
|
|
|
|
0
|
|
|
|
3.2
|
|
|
|
0
|
|
|
|
27.9
|
|
8-year term loan
|
|
Salamina
|
|
|
31.7
|
|
|
|
0
|
|
|
|
2.6
|
|
|
|
0
|
|
|
|
29.1
|
|
10-year term loan
|
|
Spyros K
|
|
|
36.8
|
|
|
|
0
|
|
|
|
3.2
|
|
|
|
0
|
|
|
|
33.6
|
|
9-year term loan
|
|
Dimitris P
|
|
|
38.9
|
|
|
|
0
|
|
|
|
3.2
|
|
|
|
0
|
|
|
|
35.7
|
|
8-year term loan
|
|
Rio 2016
|
|
|
66.7
|
|
|
|
0
|
|
|
|
4.6
|
|
|
|
0
|
|
|
|
62.1
|
|
8-year term loan
|
|
Brasil 2014
|
|
|
66.2
|
|
|
|
0
|
|
|
|
4.9
|
|
|
|
0
|
|
|
|
61.3
|
|
7-year term loan
|
|
Sakura Princess
|
|
|
16.5
|
|
|
|
0
|
|
|
|
1.3
|
|
|
|
0
|
|
|
|
15.2
|
|
7-year term loan
|
|
Eurovision
|
|
|
42.0
|
|
|
|
0
|
|
|
|
2.8
|
|
|
|
0
|
|
|
|
39.2
|
|
6-year term loan
|
|
Hulls 5010, 5011, 5012, 5013, 5014
|
|
|
25.6
|
|
|
|
25.6
|
|
|
|
0
|
|
|
|
0
|
|
|
|
51.2
|
|
6-year term loan
|
|
Euro
|
|
|
39.0
|
|
|
|
0
|
|
|
|
2.6
|
|
|
|
0
|
|
|
|
36.4
|
|
7-year term loan
|
|
Hull 5016
|
|
|
5.2
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5.2
|
|
6-year term loan
|
|
Hulls 5015 and 5018
|
|
|
10.3
|
|
|
|
5.2
|
|
|
|
0
|
|
|
|
0
|
|
|
|
15.5
|
|
6-year term loan
|
|
Hull 5017
|
|
|
5.2
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5.2
|
|
19-month term loan
|
|
LNG carrier Hull 2612
|
|
|
31.2
|
|
|
|
21.0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
52.2
|
|
5-year term loan
|
|
Hull 3116
|
|
|
0
|
|
|
|
16.4
|
|
|
|
0
|
|
|
|
0
|
|
|
|
16.4
|
|
7-year term loan
|
|
Hull 3117
|
|
|
0
|
|
|
|
11.7
|
|
|
|
0
|
|
|
|
0
|
|
|
|
11.7
|
|
8-year term loan
|
|
Hull 7004
|
|
|
0
|
|
|
|
9.8
|
|
|
|
0
|
|
|
|
0
|
|
|
|
9.8
|
|
6-year term loan
|
|
Selecao, Socrates
|
|
|
0
|
|
|
|
46.2
|
|
|
|
0
|
|
|
|
0
|
|
|
|
46.2
|
|
7-year term loan
|
|
Pentathlon
|
|
|
0
|
|
|
|
39.9
|
|
|
|
0
|
|
|
|
0
|
|
|
|
39.9
|
|
4.5-year term loan
|
|
Silia T., Andes, Didimon
|
|
|
0
|
|
|
|
51.6
|
|
|
|
0
|
|
|
|
0
|
|
|
|
51.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
1,418.3
|
|
|
|
227.4
|
|
|
|
242.4
|
|
|
|
3.3
|
|
|
|
1,400.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As a result of such financing activities, long-term debt decreased in 2015 by a net amount of $18.2 million
compared to a net decrease of $38.0 million in 2014. The debt to capital (equity plus debt) ratio was 49.7% at December 31, 2015, or net of cash, 43.6%, and 54.6% at December 31, 2014 or, net of cash, 50.6%.
We have paid all of our scheduled loan installments and related loan and swap interest consistently without delay or omission. 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 December 31, 2015 was 47.5%, below the original loan covenant maximum of 70%, which is
applicable to all the above loans (except one) on a fleet and total liabilities basis. All the loan agreements also include a requirement for the value of the vessel or vessels secured against the related loan to be at least 120% (in three cases
125% and in two other cases 110%) of the outstanding associated debt at all times. As at December 31, 2015, the value-to-loan ratios were higher than these levels and were, therefore, in compliance with this covenant in those cases. As at
December 31, 2014, in one term bank loan with an outstanding balance of $31.7 million, due to a fall in tanker values, the value-to-loan ratio was slightly less than the required level and, therefore, we were in non-compliance with this
covenant in that case, until August, 2015. We did not request a waiver for this covenant nor did the lender require additional security or prepayment of part of the loan so as to bring it into compliance.
In the event of non-compliance with the value-to-loan ratio without obtaining waivers of these value-to-loan covenants and upon request from
our lenders, we would have to either provide the lenders acceptable additional security with a net realizable value at least equal to the shortfall, or prepay an amount, beyond scheduled short-term repayments, that would cure the non-compliance.
During the previous periods when, in certain cases, we were in non-compliance with loan covenants, none of our lenders requested prepayment or additional collateral, except when related to a vessel sale, nor did any declare an event of default under
the loan terms, which we
100
believe to be a result of our good relationships, the immaterial extent of non-compliance in most cases and the remedial action we had taken. However, if not remedied when requested, these
non-compliances would have constituted events of default and could have resulted in the lenders requiring immediate repayment of the loans. In the above case, of only one minor non-compliance, for which adequate funds were available, there was no
request to rectify the non-compliance.
At December 31, 2015 and 2014, we were compliant with the leverage ratio covenant contained
in all of our bank loans. We do not expect to pay down the Companys loans in 2016 beyond the amounts that we have already classified as current liabilities. Upon an event of default, all the loan agreements, which are secured by mortgages on
our vessels, include the right of lenders to accelerate repayments. All our loan agreements and our interest rate swap agreements also contain a cross-default provision that may be triggered by a default under one of our other loans. A cross-default
provision means that a notice of default on one loan would result in a default on other agreements. Interest is usually payable at a variable rate, based on six-month LIBOR plus a margin. Interest rate swap instruments currently cover approximately
22% of the outstanding debt as of April 5, 2016. The expected coverage at the end of 2016 is estimated at 19% of expected outstanding debt. 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.
Off-Balance Sheet Arrangements
None.
Long-Term Contractual Obligations as
of December 31, 2015 (in $ millions) were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual Obligations
|
|
Total
|
|
|
Less than 1
year
(2016)
|
|
|
1-3 years
(2017-2018)
|
|
|
3-5 years
(2019-2020)
|
|
|
More than
5 years
(after
January 1,
2021)
|
|
Long-term debt obligations (excluding interest)
|
|
|
1,400.1
|
|
|
|
319.6
|
|
|
|
488.4
|
|
|
|
315.6
|
|
|
|
276.5
|
|
Interest on long-term debt obligations (including interest rate swap payments)(1)
|
|
|
115.3
|
|
|
|
33.7
|
|
|
|
50.5
|
|
|
|
25.9
|
|
|
|
5.2
|
|
Purchase Obligations (newbuildings)(2)
|
|
|
805.7
|
|
|
|
584.4
|
|
|
|
221.3
|
|
|
|
|
|
|
|
|
|
Management Fees payable to Tsakos Energy Management (based on existing fleet plus contracted future deliveries as at December 31,
2015)
|
|
|
198.4
|
|
|
|
20.1
|
|
|
|
41.9
|
|
|
|
42.0
|
|
|
|
94.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
2,519.5
|
|
|
|
957.8
|
|
|
|
802.1
|
|
|
|
383.5
|
|
|
|
376.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The amounts shown above for interest obligations include contractual fixed interest obligations and interest obligations for floating rate debt as at December 31, 2015 based on the amortization schedule for such
debt and the average interest rate as described in Item 11. Quantitative and Qualitative Disclosures About Market Risk. Derivative contracts and their implied average fixed rates are also included in the calculations.
|
(2)
|
The amounts shown above for purchase obligations (newbuildings) include amounts payable based on contracts agreed with shipbuilding yards.
|
101
Item 6.
|
Directors, Senior Managem
ent and Employees
|
The following
table sets forth, as of March 31, 2016, information for each of our directors and senior managers.
|
|
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Positions
|
|
Year First
Elected
|
|
Efstratios Georgios Arapoglou
|
|
64
|
|
Chairman of the Board
|
|
|
2010
|
|
Nikolas P. Tsakos
|
|
52
|
|
President and Chief Executive Officer, Director
|
|
|
1993
|
|
Michael G. Jolliffe
|
|
66
|
|
Vice Chairman of the Board
|
|
|
1993
|
|
George V. Saroglou
|
|
51
|
|
Vice President, Chief Operating Officer, Director
|
|
|
2001
|
|
Paul Durham
|
|
65
|
|
Chief Financial Officer
|
|
|
|
|
Vladimir Jadro
|
|
70
|
|
Chief Marine Officer
|
|
|
|
|
Peter C. Nicholson
|
|
82
|
|
Director
|
|
|
1993
|
|
Francis T. Nusspickel
|
|
75
|
|
Director
|
|
|
2004
|
|
Richard L. Paniguian
|
|
66
|
|
Director
|
|
|
2008
|
|
Aristides A.N. Patrinos
|
|
68
|
|
Director
|
|
|
2006
|
|
Efthimios E. Mitropoulos
|
|
76
|
|
Director
|
|
|
2012
|
|
Maria Vassalou
|
|
50
|
|
Director
|
|
|
2016
|
|
Certain biographical information regarding each of these individuals is set forth below.
EFSTRATIOS GEORGIOS ARAPOGLOU
CHAIRMAN
Mr. Arapoglou is a Corporate Advisor with a long international executive career in Corporate and Investment Banking, International Capital
Markets and in managing, restructuring and advising financial institutions. He was Chief Executive Officer of Commercial Banking at EFG Hermes Holding SAE Group, operating in the Middle East and Africa (2010-2013). Earlier, he was Chairman and
Chief Executive Officer of the National Bank of Greece Group (2004-2009), Chairman of the Hellenic Banks Association (2005-2009) and Managing Director of the Global Banks and Securities Industry for Citigroup (1999-2004). He has served in
several boards of publicly listed companies in Europe, the Middle East and Africa, as well as on Boards of Educational Foundations, including the Institute of Corporate Culture Affairs in Frankfurt, as Chairman. He is currently holding the following
non-executive board positions: Vice Chairman and member of the compensation committee of Titan Cement SA, listed on the Athens Stock Exchange; board member and member of the compensation committee of EFG Hermes Holding SAE, listed in Cairo and the
London Stock Exchange; board member of the audit and risk committee of Credit Libanais SAL and board member of Bank Alfalah, listed in Karachi, Pakistan - representing the International Finance Corporation (IFC) World Bank. He is Chairman of the
International Board of Advisors of Tufts University in Boston, and a member of the Business Advisory Council for the International MBA program of Athens University of Economics and Business. He has degrees in Mathematics, Naval
Architecture & Ocean Engineering and Management from Greek and British Universities.
NIKOLAS P. TSAKOS, Dr.
FOUNDER, PRESIDENT AND CHIEF EXECUTIVE OFFICER
Mr. Tsakos has been President, Chief Executive Officer and a director of the Company since inception. Mr. Tsakos is the sole
shareholder of Tsakos Energy Management Limited. He has been involved in ship management since 1981 and has 36 months of seafaring experience. Mr. Tsakos served as an officer in the Hellenic Navy in 1988. Mr. Tsakos is the Chairman of the
Independent Tanker Owners Association (INTERTANKO), an Executive Committee member and a council member. He is also Chairman of the Korean Registry, Hellenic Committee (KR). Mr. Tsakos is currently a board member of the UK P&I Club, a board
member of the Union of Greek Shipowners (UGS), a member of the board of the Greek Shipping Co-operation Committee (GSCC) and a council member of the American Bureau of Shipping (ABS), Bureau Veritas (BV) and
102
of the Greek Committee of Det Norske Veritas (DNV). Mr. Tsakos is the former President of the Hellenic Marine Environment Protection Association (HELMEPA). He graduated from Columbia
University in New York in 1985 with a degree in Economics and Political Science and obtained a Masters Degree in Shipping, Trade and Finance from Londons City University Business School in 1987. In 2011, Mr. Tsakos was awarded an
honorary doctorate from the City University Business School, for his pioneering work in the equity financial markets relating to shipping companies. Mr. Tsakos is the cousin of Mr. Saroglou.
MICHAEL G. JOLLIFFE
CO-FOUNDER AND VICE CHAIRMAN
Mr. Jolliffe has been joint Managing Director and then Vice Chairman of our Board since 1993. He is a director of a number of
companies in shipping, agency representation, shipbroking capital services and mining. Mr. Jolliffe is Chief Executive Officer of Tsakos Containers Navigation LLC, a shipping company set up in joint venture between Tsakos/Jolliffe families and
Warwick Capital Partners, a London based fund manager. He is also Chairman of the Wighams Group owning companies involved in shipbroking, agency representation and capital markets businesses. Mr. Jolliffe is also the Chairman of Papua Mining
Plc, a gold and copper mining company quoted on the London AIM. He is also Chairman of StealthGas Inc., a shipping company which is quoted on the Nasdaq stock exchange in New York and which owns 51 LPG carriers, three product tankers and one
crude oil tanker and has contracts for 5 LPG newbuildings. Mr. Jolliffe is also a Trustee of Honeypot Childrens Charity.
GEORGE V. SAROGLOU
CHIEF OPERATING OFFICER
Mr. Saroglou has been Chief Operating Officer of the Company since 1996. Mr. Saroglou worked for a private Greek information
technology systems integrator from 1987 until 1994. From 1995 to 1996 he was employed in the Trading Department of the Tsakos Group. He graduated from McGill University in Canada in 1987 with a Bachelors Degree in Science (Mathematics).
Mr. Saroglou is the cousin of Mr. Tsakos.
PAUL DURHAM
CHIEF FINANCIAL OFFICER
Mr. Durham
joined Tsakos in 1999 and has served as our Chief Financial Officer and Chief Accounting Officer since 2000. Mr. Durham is a Fellow of the Institute of Chartered Accountants in England & Wales. From 1989 through 1998, Mr. Durham
was employed in Athens with the Latsis Group, a shipping, refinery and banking enterprise, becoming Financial Director of Shipping in 1995. From 1983 to 1989, Mr. Durham was employed by RJR Nabisco Corporation, serving as audit manager for
Europe, Asia and Africa until 1986 and then as financial controller of one of their United Kingdom food divisions. Mr. Durham worked with public accounting firms Ernst & Young (London and Paris) from 1972 to 1979 and
Deloitte & Touche (Chicago and Athens) from 1979 to 1983. Mr. Durham is a graduate in Economics from the University of Exeter, England.
VLADIMIR JADRO
CHIEF MARINE OFFICER
Mr. Jadro joined Tsakos Energy Navigation Limited in February 2006. He was appointed Chief Marine Officer of the Company in June 2006.
Mr. Jadro was employed by Exxon/ExxonMobil Corp. from 1980 until 2004 in various technical and operational positions including operations, repairs, new building constructions, off shore conversions and projects of the marine department of
ExxonMobil Corp. He was in charge of various tankers and gas carriers from 28,000 dwt to 409,000 dwt, and responsible for the company vetting system. He was also involved in the development of oil companies international SIRE
vessel inspection system. From 1978 until 1980 he was employed by the Bethlehem Steel shipyard. From 1967 until 1977, Mr. Jadro was employed on various tankers starting as third engineer and advancing to Chief Engineer. Mr. Jadro is a
member of the Society of Naval Architects and Marine Engineers (SNAME) and Port Engineers of New York.
103
PETER C. NICHOLSON, CBE
DIRECTOR
Mr. Nicholson is trained as
a naval architect and spent the majority of his professional career with Camper & Nicholson Limited, the world-famous yacht builder. He became Managing Director of the firm and later, Chairman. When Camper & Nicholson merged with
Crest Securities to form Crest Nicholson Plc in 1972, Mr. Nicholson became an executive director, a role he held until 1988 when he became a non-executive in order to pursue a wider range of business interests. Since that time, he has been a
non-executive director of Lloyds TSB Group Plc (from 1990 to 2000) and Chairman of Carisbrooke Shipping Plc (from 1990 to 1999). He was a director of various companies in the Marsh Group of insurance brokers. He has served on the boards of a variety
of small companies, has been active in the administration of the United Kingdom marine industry and is a trustee of the British Marine Federation. He is a Younger Brother of Trinity House. He was Chairman of the Royal National Lifeboat Institution
from 2000 to 2004. In 2010, Mr. Nicholson became a partner and chairman of a limited liability partnership, R.M.G. Wealth Management.
FRANCIS T.
NUSSPICKEL
DIRECTOR
Mr. Nusspickel is a retired partner of Arthur Andersen LLP with 35 years of public accounting experience. He is a Certified Public
Accountant licensed in several U.S. states. During his years with Arthur Andersen, he served as a member of their Transportation Industry Group and was worldwide Industry Head for the Ocean Shipping segment. His responsibilities included projects
for mergers and acquisitions, fraud investigations, arbitrations and debt and equity offerings. He was President of the New York State Society of Certified Public Accountants from 1996 to 1997, a member of the AICPA Council from 1992 to 1998, and
from 2004 to 2007 was Chairman of the Professional Ethics Committee of the New York State Society of Certified Public Accountants. Mr. Nusspickel is also a Director of Symmetry Surgical Inc., a NASDAQ Stock Exchange listed surgical device
distributer.
RICHARD L. PANIGUIAN, CBE
DIRECTOR
Mr. Paniguian became chairman of C5 Holdings, a European based private equity fund specializing in cyber and big data
technologies, in February 2015. Prior to that, he was Head of UK Defence and Security Organization, or DSO, which supports UK defense and security businesses seeking to export and develop joint ventures and partnerships overseas, as well as overseas
defense and security businesses seeking to invest in the UK. Previously, Mr. Paniguian pursued a career with BP plc., where he worked for 37 years. He held a wide range of posts with BP, including, in the 1980s, as Commercial Director in the
Middle East, Head of International Oil Trading in New York and Head of Capital Markets in London. In the 1990s he completed assignments as a Director of BP Europe, Chief Executive of BP Shipping and subsequently Head of Gas Development in the
Middle East and Africa. In 2001 he was appointed Group Vice President for Russia, the Caspian, Middle East and Africa, where he was responsible for developing and delivering BPs growth strategy in these regions. He played a leading role in
support of the TNK-BP joint venture; in delivering the Baku Tbilisi Ceyhan pipeline project; in driving for new gas exploration in Libya, Egypt and Oman and, in completing BPs first oil project in Angola. In 2007 he was appointed CBE for
services to business. Between 2002 and 2007 he was Chairman of the Egyptian British Business Council, and between 2000 and 2002 President of the UK Chamber of Shipping. Mr. Paniguian has a degree in Arabic and Middle East politics and an MBA.
ARISTIDES A.N. PATRINOS, Ph.D
DIRECTOR
Dr. Patrinos is currently Senior Adviser to the U.S. Secretary of Energy. He is also the Deputy Director Emeritus for Research of the
Center for Urban Science and Progress (CUSP) and a Distinguished Professor of Mechanical and Biomolecular Engineering at New York University. Since 2006 he is also affiliated with Synthetic Genomics Inc. (SGI) serving as President (2006-2011),
Senior Vice President for Corporate Affairs (2011-2012) and currently as a Consultant. SGI is a US-based privately held company dedicated to developing
104
and commercializing clean and renewable fuels and chemicals; sustainable food products; and novel medical applications such as synthetic vaccines. From 1976 to 2006, Dr. Patrinos served in
the U.S. Department of Energy (DOE) and several of the DOE National Laboratories and engaged in several facets of energy production and use and led key research programs in biology and the environment. He played a leading role in the Human Genome
Project and has been a central architect in the genomics revolution. He is a member of many scientific societies and is a recipient of numerous awards and distinctions including three U.S. Presidential Rank Awards, and two Secretary
of Energy Gold Medals. He holds a Diploma in Mechanical and Electrical Engineering from the National Technical University of Athens (Metsovion) and a Ph.D. in Mechanical Engineering and Astronautical Sciences from Northwestern University.
Dr. Patrinos is also a board member of Liberty Biosecurity Inc. and Research Adviser to the NOVIM Group.
EFTHIMIOS E. MITROPOULOS
DIRECTOR
Mr. Mitropoulos is
Secretary-General Emeritus of the International Maritime Organization (IMO), the United Nations specialized agency responsible for the regulation of international shipping from the safety, security and environmental protection points of view. After
23 years of service at IMO (ten of which as Director of the Maritime Safety Division), he was elected Secretary-General in 2003 and re-elected in 2007 for a total of the maximum time permitted of eight years. As a graduate of both Merchant and Naval
Academies of Greece, he spent time at sea as a navigation officer and twenty years as a commissioned Hellenic Coast Guard officer, retiring as a rear admiral, having represented Greece at IMO and various other international fora dealing with
shipping matters over a twelve year period and having spent two years as Harbour Master of Corfu. Between 2004 and 2012, he was Chancellor of the World Maritime University, Malmô, Sweden and Chairman of the Governing Board of the International
Maritime Law Institute in Malta. He is the author of several books on shipping, including texts on tankers, modern types of merchant ships, safety of navigation and shipping economics and policy. He is Chairman of the Board of the Public
Benefit Foundation Maria Tsakos Center for Maritime Research and Tradition and Chancellor of the AMET Maritime University in Chennai, India.
MARIA VASSALOU Ph.D
DIRECTOR
Maria Vassalou is Partner and Portfolio Manager for the PWP Global Macro Strategy, a liquid strategy firm invested in global equities, fixed
income, currencies, commodities and credit. Dr. Vassalou joined Perella Weinberg Partners in 2013 from MIO Partners, a subsidiary of McKinsey & Company, where as a Portfolio Manager she managed a similar global macro investment strategy in
a dedicated legal entity, and as Head of Asset Allocation she provided counsel on allocation for liquid assets within MIOs portfolio. Prior to joining MIO in 2012, Dr. Vassalou was a Global Macro Portfolio Manager at SAC Capital Advisors,
LP. She joined SAC in 2008 from Soros Fund Management where she was responsible for global quantitative research, as well as the development and management of global quantitative trading strategies. Prior to her career in asset management,
Dr. Vassalou was an Associate Professor of Finance at Columbia Business School which she joined in 1995. Dr. Vassalou is a Past President of the European Finance Association and was the Chair of the 2008 European Finance Association
Meetings. A Research Affiliate of the Center for Economic Policy Research (CEPR) in London for many years, Dr. Vassalou is a past member of the Academic Advisory Board of the Vienna-based Guttmann Center of Competence in Portfolio Management.
Dr. Vassalou received a Bachelor of Arts in Economics from the University of Athens and she holds a Ph.D. in Financial Economics from London Business School.
Corporate Governance
Board of Directors
Our business is managed under the direction of the Board, in accordance with the Companies Act and our Memorandum of Association and
Bye-laws. Members of the Board are kept informed of our business through: discussions with the Chairman of the Board, the President and Chief Executive Officer and other members of our management team; the review of materials provided to directors;
and, participation in meetings of the Board and
105
its committees. In accordance with our Bye-laws, the Board has specified that the number of directors will be set at no less than five nor more than fifteen. At December 31, 2015 we had nine
directors on our Board. At its March 8, 2016 meeting, the Corporate Governance, Nominating and Compensation Committee approved the nomination of Dr. Vassalou as an additional Director and as member in the Corporate Governance, Nominating
and Compensation Committee and the Business Development and Capital Markets Committee. Dr. Vassalou is standing for election at this years Annual General Meeting. Under our Bye-laws, one third (or the number nearest one third) of the
Board (with the exception of any executive director) retires by rotation each year. The Bye-laws require that the one third of the directors to retire by rotation be those who have been in office longest since their last appointment or
re-appointment. The Bye-laws specify that where the directors to retire have been in office for an equal length of time, those to retire are to be determined by lot (unless they agree otherwise among themselves).
During the fiscal year ended December 31, 2015, the full Board held three meetings in person. Each director attended all of the meetings
of the Board in 2015. The Board meeting via telephone conference was not attended by Messrs. Arapoglou, Nicholson, Nusspickel and Patrinos. Each director attended all of the meetings of committees of which the director was a member.
Independence of Directors
The foundation
for the Companys corporate governance is the Boards policy that a substantial majority of the members of the Board should be independent. With the exception of the two Executive Directors (Messrs. Tsakos and Saroglou) and one
Non-executive Director (Mr. Jolliffe), the Board believes that each of the other incumbent directors (Messrs. Nicholson, Nusspickel, Paniguian, Patrinos, Arapoglou and Mitropoulos and Dr. Vassalou) is independent under the standards established
by the New York Stock Exchange (the NYSE) because none has a material relationship with the Company directly or indirectly or any relationship that would interfere with the exercise of their independent judgment as directors of the
Company.
The Board made its determination of independence in accordance with its Corporate Governance Guidelines, which specifies
standards and a process for evaluating director independence. The Guidelines provide that:
|
|
|
A director cannot be independent if he or she fails to meet the objective requirements as to independence under the NYSE listing standards.
|
|
|
|
If a director meets the objective NYSE standards, he or she will be deemed independent, absent unusual circumstances, if in the current year and the past three years the director has had no related-party transaction or
relationship with the Company or an interlocking relationship with another entity triggering disclosure under SEC rules.
|
|
|
|
If a director who meets the objective NYSE independence requirements either has had a disclosable transaction or relationship or the Corporate Governance, Nominating and Compensation Committee requests that the Board
consider any other circumstances in determining the directors independence, the Board will make a determination of the directors independence.
|
To promote open discussion among the independent directors, those directors met three times in 2015 in regularly scheduled executive sessions
without participation of the Companys management and will continue to do so in 2016. Mr. Nicholson currently serves as the Presiding Director for purposes of these meetings. Following the 2016 Annual General Meeting, Mr. Nicholson
will cease to be the Presiding Director and will be succeeded by Mr. Paniguian.
106
Documents Establishing Our Corporate Governance
The Board and the Companys management have engaged in an ongoing review of our corporate governance practices in order to oversee our
compliance with the applicable corporate governance rules of the NYSE and the SEC.
The Company has adopted a number of key documents that
are the foundation of its corporate governance, including:
|
|
|
a Code of Business Conduct and Ethics for Directors, Officers and Employees;
|
|
|
|
a Corporate Governance, Nominating and Compensation Committee Charter; and
|
|
|
|
an Audit Committee Charter.
|
These documents and other important information on our
governance, including the Boards Corporate Governance Guidelines, are posted in the Investor Relations section of the Tsakos Energy Navigation Limited website, and may be viewed at
http://www.tenn.gr
. We will also provide
any of these documents in hard copy upon the written request of a shareholder. Shareholders may direct their requests to the attention of Investor Relations, c/o George Saroglou or Paul Durham, Tsakos Energy Navigation Limited, 367 Syngrou Avenue,
175 64 P. Faliro, Athens, Greece.
The Board has a long-standing commitment to sound and effective corporate governance practices.
The Boards Corporate Governance Guidelines address a number of important governance issues such as:
|
|
|
Selection and monitoring of the performance of the Companys senior management;
|
|
|
|
Succession planning for the Companys senior management;
|
|
|
|
Qualifications for membership on the Board;
|
|
|
|
Functioning of the Board, including the requirement for meetings of the independent directors; and
|
|
|
|
Standards and procedures for determining the independence of directors.
|
The Board believes
that the Corporate Governance Guidelines and other governance documents meet current requirements and reflect a very high standard of corporate governance.
Committees of the Board
The Board has
established an Audit Committee, a Corporate Governance, Nominating and Compensation Committee, a Business Development and Capital Markets Committee and an Operational, Safety and Environmental Committee. In 2014, an Operational and Financial Risk
Committee was established to properly coordinate with management the administration of the Companys risk management program. At the Board meeting in October 2015, this committee was abolished as responsibilities relating to the management of
risk was being competently handled by the remaining committees within their given areas of responsibility.
Audit Committee
The current members of the Audit Committee are Messrs. Nicholson, Nusspickel, Paniguian, and Arapoglou, each of whom is an independent
director. Mr. Nusspickel is the Chairman of the committee. The Audit Committee is governed by a written charter, which is approved and adopted annually by the Board. The Board has determined that the continuing members of the Audit Committee
meet the applicable independence requirements, and that all continuing members of the Audit Committee meet the requirement of being financially literate. The Audit Committee held three meetings in person during the fiscal year ended
December 31, 2015. The Audit Committee is appointed by the Board and is responsible for, among other matters:
|
|
|
engaging the Companys external and internal auditors;
|
|
|
|
approving in advance all audit and non-audit services provided by the auditors;
|
107
|
|
|
approving all fees paid to the auditors;
|
|
|
|
reviewing the qualification and independence of the Companys external auditors;
|
|
|
|
discussing compliance with accounting standards and any proposals which the external auditors have made regarding the Companys accounting standards with the external auditors;
|
|
|
|
overseeing the Companys financial reporting and internal control functions;
|
|
|
|
overseeing the Companys whistleblowers process and protection;
|
|
|
|
overseeing general compliance with related regulatory requirements;
|
|
|
|
overseeing the executive managements identification and assessment of risks that the Company faces and the establishment of a risk management structure capable of addressing and mitigating those risks;
|
|
|
|
overseeing the division of risk-related responsibilities among each of the Board committees as clearly as possible and performing a gap analysis to confirm that the oversight of any risk is not missed;
|
|
|
|
in conjunction with the full Board, approving the Company-wide risk management program; and
|
|
|
|
assessing whether the Companys technical and commercial managers have effective procedures for managing risks.
|
The Board of Directors has determined that Messrs. Nusspickel and Arapoglou, whose biographical details are included herein, each qualifies as
an audit committee financial expert as defined under current SEC regulations and each is independent in accordance with SEC rules and the listing standards of the NYSE.
Corporate Governance, Nominating and Compensation Committee
The current members of the Corporate Governance, Nominating and Compensation Committee are Messrs. Arapoglou, Nicholson, Nusspickel, Paniguian,
Patrinos and Mitropoulos and Dr. Vassalou, each of whom is an independent director. Mr. Nicholson is Chairman of the committee. He will relinquish the chairmanship of this committee at the 2016 Annual General Meeting and will be replaced
by Mr. Paniguian. The Corporate Governance, Nominating and Compensation Committee is appointed by the Board and is responsible for:
|
|
|
developing and recommending to the Board corporate governance guidelines applicable to the company and keeping such guidelines under review;
|
|
|
|
overseeing the evaluation of Board and management;
|
|
|
|
arranging for an annual performance evaluation of the committee and producing an annual report to the Board;
|
|
|
|
reviewing regularly the Board structure, size and composition and making recommendations to the Board with regard to any adjustments that are deemed necessary;
|
|
|
|
identifying and nominating candidates for the approval of the Board to fill Board vacancies as and when they arise;
|
|
|
|
implementing plans for succession, making recommendations to the Board for the continuation in service of an executive director and recommending directors who are retiring by rotation to be put forward for re-election;
|
|
|
|
determining the compensation of the non-executive directors, determining and administering the Companys long term incentive plans, including any equity based plans and grants under them; and
|
|
|
|
producing an annual report on executive compensation as required by the SEC to be included in the Companys annual proxy statement or annual report.
|
During 2015, there were three meetings of the Corporate Governance, Nominating and Compensation Committee.
108
Business Development and Capital Markets Committee
The current members of the Business Development and Capital Markets Committee are Messrs. Arapoglou, Paniguian, Jolliffe, Saroglou,Tsakos and
Dr. Vassalou. Mr. Jolliffe is Chairman of the committee. The Business Development and Capital Markets Committee was established in 2014 for the purpose of overseeing the financial policies and activities of the Company and its subsidiaries
relating to the Companys capital structure and capital raising activities. The committee reviews and approves presentations to, and communications with, shareholders, financial analysts, and potential investors and oversees the establishment
and maintenance of the Companys relations with investment banks and financial institutions, as well as the development and expansion of the Companys business, including the evaluation of strategic growth opportunities.
Operational, Safety and Environmental Committee
The current members of the Operational, Safety and Environmental Committee are Messrs. Jolliffe, Mitropoulos, Patrinos and Jadro.
Mr. Mitropoulos is Chairman of the committee. The committee also includes the Deputy Chairman of Tsakos Shipping, Mr. Vassilis Papageorgiou. Mr. Papageorgiou is not a director or officer of our Company. The primary role of the
Operational, Safety and Environmental Committee is to draw the attention of the Board and the Companys management to issues of concern regarding the safety of crew and vessels and the impact of the maritime industry on the environment, to
provide an update on related legislation and technological innovations, and more specifically highlight areas in which the Company itself may play a more active role in being in the forefront of adopting operational procedures and technologies that
will ensure maximum safety for crew and vessels and contribute to a better environment.
Board Compensation
We pay no cash compensation to our senior management or to our directors who are senior managers. We have no salaried employees. For the year
ended December 31, 2015, the aggregate cash compensation of all of the members of the Board was $610,000 per the following annual fee schedule which was approved by the shareholders of the Company on May 29, 2015:
|
|
|
Service on the Board - $50,000
|
|
|
|
Service on the Audit Committee - $20,000
|
|
|
|
Service on the Business Development and Capital Markets Committee - $10,000
|
|
|
|
Service on the Operational, Safety and Environmental Committee - $10,000
|
|
|
|
Service as Chairman of the Corporate Governance, Nominating and Compensation Committee - $10,000
|
|
|
|
Service as Chairman of the Operational, Safety and Environmental Committee - $10,000
|
|
|
|
Service as Chairman of the Audit Committee - $20,000
|
|
|
|
Service as Chairman of the Business Development and Capital Markets Committee - $30,000
|
|
|
|
Service as Chairman of the Board - $40,000
|
No fees are paid for service on the Corporate
Governance, and Nominating and Compensation Committee or, prior to its abolition, the the Operational and Financial Risk Committee.
In
October 2015, the Board proposed to increase the basic fee for service on the Board by $10,000 and to increase the fee of the Chairman of the Audit Committee from $20,000 to $30,000, with both changes becoming effective January 1, 2016, subject
to shareholder approval at the 2016 Annual General Meeting.
We do not provide benefits for directors upon termination of their service
with us.
109
Management Company
Tsakos Energy Management, under its management agreement with us, provides overall executive and commercial management of our affairs in
exchange for a monthly management fee. See Management and Other Fees in Item 7 for more information on the management agreement and the management fees we paid for the fiscal year ended December 31, 2015.
Management Compensation
Messrs. Tsakos,
Saroglou, Durham and Jadro serve as President and Chief Executive Officer, Vice President and Chief Operating Officer, Chief Financial Officer and Chief Accounting Officer, and Chief Marine Officer, respectively. Such individuals are employees of
Tsakos Energy Management and, except for the equity compensation discussed below, are not directly compensated by the Company.
From 2010
to 2014 the Corporate Governance, Nominating and Compensation Committee did not establish a performance incentive program for Tsakos Energy Management. In May 2015, a management incentive award program based on various performance criteria was
approved by the Board of Directors. An award of $1.1 million was made to the management company in 2015. In addition, an amount of $425,000 has been awarded to Tsakos Energy Management relating to services provided towards an equity offering during
2015. In 2014, awards totaling $860,000 have been awarded to Tsakos Energy Management relating to services provided towards the two equity offerings during the year ($500,000 in 2013).
Employees
Tsakos Energy Navigation
Limited has no salaried employees. All crew members are employed by the owning-company of the vessel on which they serve, except where the vessel may be on a bareboat charter-out
,
or the vessels, or crewing of the vessels, are under
third-party management arranged by our technical managers. All owning-companies are subsidiaries of Tsakos Energy Navigation Limited. Approximately 1,543 officers and crew members served on board the vessels we own and were managed by our technical
managers as of December 31, 2015.
Share Ownership
The common shares beneficially owned by our directors and senior managers and/or companies affiliated with these individuals are disclosed in
Item 7. Major Shareholders and Related Party Transactions below.
Stock Compensation Plan
At the 2012 Annual Meeting of Shareholders, our shareholders approved a share-based incentive plan (the 2012 Plan). This plan
permits us to grant share options or other share based awards to our directors and officers, to the officers of the vessels in the fleet, and to the directors, officers and employees of our manager, Tsakos Energy Management, and our commercial
manager, Tsakos Shipping.
The purpose of the 2012 Plan is to provide a means to attract, retain, motivate and reward the persons whose
performing of administrative, commercial, management, technical and maritime services are important for the Company by increasing their ownership in our Company. Awards under the 2012 Plan may include options to purchase our common shares,
restricted share awards, other share-based awards (including share appreciation rights granted separately or in tandem with other awards) or a combination thereof.
The 2012 Plan is administered by our Corporate Governance, Nominating and Compensation Committee. Such committee has the authority, among
other things, to: (i) select the present or prospective directors, officers, consultants and other personnel entitled to receive awards under the 2012 Plan; (ii) determine the form of awards, or combinations of awards; (iii) determine
the number of shares covered by an award; and (iv) determine the
110
terms and conditions of any awards granted under the 2012 Plan, including any restrictions or limitations on transfer, any vesting schedules or the acceleration of vesting schedules and any
forfeiture provision or waiver of the same. The 2012 Plan authorizes the issuance of up to 1,000,000 common shares in the form of restricted stock units (RSUs) or options. During 2014, 20,000 RSUs were issued under this plan, which
vested within 2014. During 2013, 96,000 RSUs were issued which vested. No RSUs were issued in 2015; however the Corporate Governance, Nominating and Compensation Committee approved the issuance of 87,500 RSUs to the non-executive directors of the
Company with an effective date of April 8, 2016, subject to shareholder approval at the 2016 Annual Meeting of Shareholders.
As of
December 31, 2015, there were no outstanding (non-vested) RSUs. Total stock compensation expense recognized for the year ended December 31, 2015 was $nil, for the year ended December 31, 2014 was $0.1 million, and for the year
ended December 31, 2013 was $0.5 million.
Item 7.
|
Major S
hareholders and Related Party Transactions
|
It is our
policy that transactions with related parties are entered into on terms no less favorable to us than would exist if these transactions were entered into with unrelated third parties on an arms length basis. Tsakos Energy Management has
undertaken to ensure that all transactions with related parties are reported to the board of directors. Under the management agreement, any such transaction or series of transactions involving payments in excess of $100,000 and which is not in the
ordinary course of business requires the prior consent of the board of directors. Transactions not involving payments in excess of $100,000 may be reported quarterly to the board of directors.
To help minimize any conflict between our interests and the interests of other companies affiliated with the Tsakos family and the owners of
other vessels managed by such companies if an opportunity to purchase a tanker which is 10 years of age or younger is referred to or developed by Tsakos Shipping, Tsakos Shipping will notify us of this opportunity and allow us a 10 business day
period within which to decide whether or not to accept the opportunity before offering it to any of its affiliates or other clients.
The
following table sets forth the amounts charged by related parties for services rendered (in thousands of U.S. dollars):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
Tsakos Shipping and Trading S.A. (commissions)
|
|
|
7,550
|
|
|
|
6,189
|
|
|
|
5,219
|
|
Tsakos Energy Management Limited (management fees)
|
|
|
16,032
|
|
|
|
15,840
|
|
|
|
15,487
|
|
Tsakos Columbia Shipmanagement S.A.
|
|
|
2,234
|
|
|
|
2,091
|
|
|
|
1,621
|
|
Argosy Insurance Company Limited
|
|
|
9,386
|
|
|
|
9,529
|
|
|
|
9,129
|
|
AirMania Travel S.A.
|
|
|
4,298
|
|
|
|
4,797
|
|
|
|
4,810
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses with related parties
|
|
|
39,500
|
|
|
|
38,446
|
|
|
|
36,266
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management Affiliations
Nikolas P. Tsakos, our president, chief executive officer and one of our directors, is an officer, director and the sole shareholder of Tsakos
Energy Management. He is also the son of the founder of Tsakos Shipping.
George V. Saroglou, our chief operating officer and one of our
directors, is a cousin of Nikolas P. Tsakos.
Management and Other Fees
We prepay or reimburse our technical manager at cost for all vessel operating expenses payable by them in their capacity as technical manager
of the fleet. At July 1, 2010, TCM assumed the technical management of
111
most of the vessels in the fleet from Tsakos Shipping. At December 31, 2015, outstanding advances to TCM amounted to $4.2 million and there was an amount due to Tsakos Shipping of $1.0
million. At December 31, 2014, outstanding advances to TCM amounted to $1.9 million and there was an amount due to Tsakos Shipping of $0.9 million.
From the management fee we pay Tsakos Energy Management, Tsakos Energy Management in turn pays a management fee to TCM for its services as
technical manager of the fleet. Under the terms of our management agreement with Tsakos Energy Management, we paid Tsakos Energy Management total management fees of $16.0 million. An additional amount of $2.2 million was paid in fees directly by the
Company to TCM for extra services provided or arranged by TCM in relation to information technology services, application of corporate governance procedures required by the Company and seafarers training. In 2015, we paid Tsakos Energy Management an
incentive award of $1.1 million plus $0.4 million in relation to the Companys capital raising transactions in 2015. No incentive award was payable to Tsakos Energy Management for 2014 or 2013. However, special awards totaling $0.9 million
were awarded to Tsakos Energy Management in 2014 in relation to the Companys capital raising transactions in 2014.
Management Agreement
Our management agreement with Tsakos Energy Management was amended and restated on March 8, 2007 and has a term of ten years that
renews annually. Tsakos Energy Management may terminate the management agreement at any time upon not less than one years notice. In addition, either party may terminate the management agreement under certain circumstances, including the
following:
|
|
|
certain events of bankruptcy or liquidation involving either party;
|
|
|
|
a material breach by either party; or
|
|
|
|
a failure by Tsakos Energy Management, for a continuous period of two months, materially to perform its duties because of certain events of force majeure.
|
Moreover, following a change in control of us, which would occur if at least one director were elected to our Board without having been
recommended by our existing Board, Tsakos Energy Management may terminate the agreement on 10 business days notice. If Tsakos Energy Management terminates the agreement for this reason, then we would immediately be obligated to pay Tsakos
Energy Management the present discounted value of all of the payments that would have otherwise been due under the management agreement up until June 30 of the tenth year following the date of termination plus the average of the incentive
awards previously paid to Tsakos Energy Management multiplied by ten. Under these terms, therefore, a termination as of December 31, 2015 would have resulted in a payment of approximately $170.2 million. Under the terms of the Management
Agreement between the Company and Tsakos Energy Management, the Company may terminate the agreement only under specific circumstances, such as breach of contract by the manager and change of control in the shareholding of the manager without the
prior approval of the Companys Board of Directors.
Under the management agreement, we pay monthly fees for Tsakos Energy
Managements management of the vessels in the fleet. These fees are based on the number of ships in the fleet. The per-ship charges begin to accrue for a vessel at the point that a newbuilding contract is acquired, which is 18 to 24 months
before the vessel begins to earn revenue. For 2016, monthly fees for operating vessels continue to be $27,500 per owned vessel and $20,400 for chartered-in vessels and vessels bareboat chartered out. Monthly management fees for the DP2 shuttle
tankers continues to be $35,000 per vessel. Monthly management fees for the suezmax
Eurochampion 2004
continues to be $27,500 of which $12,000 is payable to a third party manager. Monthly management fees for the VLCC
Millennium
were
$27,500, of which $13,940 were payable to a third party manager, until November 2015, when the vessel entered a bareboat charter. The monthly fee for the LNG carrier continues to be
112
$35,833 of which $10,000 is payable to Tsakos Energy Management and $25,833 to a third party manager. We paid Tsakos Energy Management aggregate management fees of $16.0 million in 2015, $15.8
million in 2014 and $15.5 million in 2013.
Chartering Commissions, Sale and Purchase Commissions and Vessel New-delivery Fees
We pay a chartering commission to Tsakos Shipping equal to 1.25% on all freights, hires and demurrages involving our vessels. Tsakos Shipping
may also charge a brokerage commission on the sale of a vessel. In 2015, commission on vessel sales amounted to 0.5%. In 2015, the handysize tanker
Delphi
and the suezmax tanker
Triathlon
were sold to client companies of Tsakos
Shipping, for which Tsakos Shipping charged us a brokerage commission of $0.2 million which was 0.5% of the sale price of the vessels. In 2014 and 2013, there were no vessel sales. We have been charged by Tsakos Shipping chartering and brokerage
commissions aggregating $7.6 million in 2015.
Tsakos Shipping may also charge a fee of $0.2 million (or such other sum as may be
agreed) on delivery of each newbuilding vessel in payment for the cost of design and supervision of the newbuilding by Tsakos Shipping. This amount is added to the cost of the vessels concerned and is amortized over their remaining lives. In 2014,
$0.2 million in aggregate was charged for supervision fees on the DP2 suezmax shuttle tankers
Rio 2016
and
Brasil 2014
and $0.6 million in aggregate was charged as a brokerage commission in connection with the purchase of the suezmax
tankers
Eurovision
and
Euro
. No such amounts were paid in 2015.
Captive Insurance Policies
We pay Argosy Insurance Company, an affiliate of Tsakos family interests, premiums to provide hull and machinery, increased value and loss of
hire insurance for our vessels. In 2015, we were charged an aggregate of $9.4 million by Argosy for insurance premiums.
Travel Services
We use AirMania Travel S.A., an affiliate of Tsakos family interests, for travel services primarily to transport our crews to and from our
vessels. In 2015, we were charged an aggregate of $4.3 million by AirMania for travel services.
Major Shareholders
The following table sets forth certain information regarding the beneficial ownership of our outstanding common shares as of March 31,
2016 held by:
|
|
|
each person or entity that we know beneficially owns 5% or more of our common shares;
|
|
|
|
each of our officers and directors; and
|
|
|
|
all our directors and officers as a group.
|
113
Beneficial ownership is determined in accordance with the rules of the SEC. In general, a person
who has or shares voting power or investment power with respect to securities is treated as a beneficial owner of those securities. Beneficial ownership does not necessarily imply that the named person has the economic or other benefits of
ownership. Under SEC rules, shares subject to options, warrants or rights currently exercisable or exercisable within 60 days are considered as beneficially owned by the person holding those options, warrants or rights. The applicable percentage of
ownership of each shareholder is based on 86,151,563 common shares outstanding on March 31, 2016. Except as noted below, the address of all shareholders, officers, directors and director nominees identified in the table and accompanying
footnotes below is in care of the Companys principal executive offices.
|
|
|
|
|
|
|
|
|
Name of Beneficial Owner
|
|
Number of Shares
Beneficially Owned
|
|
|
Percentage of
Outstanding
Common Shares
|
|
Tsakos Holdings Foundation(1)
|
|
|
15,140,021
|
|
|
|
17.6
|
%
|
Redmont Trading Corp.(1)
|
|
|
3,560,007
|
|
|
|
4.1
|
%
|
First Tsakos Investments Inc.(1)
|
|
|
11,580,014
|
|
|
|
13.4
|
%
|
Kelley Enterprises Inc.(1)
|
|
|
7,230,007
|
|
|
|
8.4
|
%
|
Marsland Holdings Limited(1)
|
|
|
4,350,007
|
|
|
|
5.0
|
%
|
Sea Consolidation S.A. of Panama(2)
|
|
|
5,375,000
|
|
|
|
6.2
|
%
|
Intermed Champion S.A. of Panama(2)
|
|
|
2,615,000
|
|
|
|
3.0
|
%
|
Methoni Shipping Company Limited (2)
|
|
|
3,330,000
|
|
|
|
3.9
|
%
|
Anemomilia Investment Company Limited(2)
|
|
|
1,664,114
|
|
|
|
1.9
|
%
|
|
|
|
|
|
|
|
|
|
Officers and Directors
|
|
Number of Shares
Beneficially Owned
|
|
|
Number of RSUs
Granted***
|
|
Takis Arapoglou
|
|
|
11,000
|
*
|
|
|
20,000
|
|
Nikolas P. Tsakos(3)
|
|
|
204,000
|
*
|
|
|
|
|
Michael G. Jolliffe
|
|
|
35,300
|
*
|
|
|
15,000
|
|
George V. Saroglou
|
|
|
60,000
|
*
|
|
|
|
|
Paul Durham
|
|
|
74,000
|
*
|
|
|
|
|
Peter C. Nicholson
|
|
|
43,900
|
*
|
|
|
10,000
|
|
Francis T. Nusspickel
|
|
|
31,300
|
*
|
|
|
12,500
|
|
Richard L. Paniguian
|
|
|
20,000
|
*
|
|
|
10,000
|
|
Aristides A.N. Patrinos
|
|
|
62,510
|
*
|
|
|
10,000
|
|
Maria Vassalou
|
|
|
|
|
|
|
|
|
Vladimir Jadro
|
|
|
17,000
|
*
|
|
|
|
|
Efthimios E. Mitropoulos
|
|
|
11,500
|
*
|
|
|
10,000
|
|
All officers and directors as a group (12 persons)(3)
|
|
|
570,510
|
**
|
|
|
87,500
|
|
*
|
Represents less than 1% of the common shares outstanding.
|
**
|
Represents 0.7% of the common shares outstanding.
|
***
|
Includes 87,500 RSUs to be granted to the non-executive directors of the Board with an effective date of April 8, 2016.
|
(1)
|
First Tsakos Investments Inc. (First Tsakos) is the sole holder of the outstanding capital stock of Kelley Enterprises Inc.
(Kelley) and Marsland Holdings Limited (Marsland) and may be deemed to have shared voting and dispositive power of the common shares reported by Kelley and Marsland. Tsakos Holdings Foundation (Tsakos Holdings) is
the sole holder of outstanding capital stock of First Tsakos and Redmont Trading Corp. (Redmont) and may be deemed to have shared voting and dispositive power of the common shares reported by Kelley, Marsland and Redmont. According to a
Schedule 13D/A filed on April 5, 2016 by Tsakos Holdings, First Tsakos, Kelley, Marsland and Redmont, Tsakos Holdings is a Liechtenstein foundation whose beneficiaries include persons and entities affiliated with the Tsakos family,
|
114
|
charitable institutions and other unaffiliated persons and entities. The council which controls Tsakos Holdings consists of five members, two of whom are members of the Tsakos family. Under the
rules of the SEC, beneficial ownership includes the power to directly or indirectly vote or dispose of securities or to share such power. It does not necessarily imply economic ownership of the securities. Members of the Tsakos family are among the
five council members of Tsakos Holdings and accordingly may be deemed to share voting and/or dispositive power with respect to the shares owned by Tsakos Holdings and may be deemed the beneficial owners of such shares. The business address of First
Tsakos is 34 Efesou Street, Nea Smyrni, Athens, Greece. The business address of Kelley is Saffrey Square, Suite 205, Park Lane, P.O. Box N-8188, Nassau, Bahamas. The business address of Marsland is FGC Corporate Services Limited, 125 Main Street, PO
Box 144, Road Town, Tortola, British Virgin Islands. The business address of Tsakos Holdings Foundation is Heiligkreuz 6, Vaduz, Liechtenstein. The business address of Redmont is 9 Nikodimon Street, Kastella, Piraeus, Greece.
|
(2)
|
According to the Schedule 13D/A filed on April 5, 2016 by Sea Consolidation S.A. of Panama (Sea Consolidation), Intermed Champion S.A. of Panama (Intermed), Methoni Shipping Company Limited
(Methoni), Anemomilia Investment Company Limited (Anemomilia), Panayotis Tsakos and Nikolas Tsakos as of October 22, 2014, Sea Consolidation, Intermed, Methoni, Anemomilia and Nikolas Tsakos beneficially owned 5,375,000,
2,615,000, 3,330,000, 1,664,114 and 204,000 common shares, respectively. According to filings by Sea Consolidation and Intermed with the SEC pursuant to Section 13 of the Exchange Act, Panayotis Tsakos is the controlling shareholder of each of
Sea Consolidation, Intermed and Methoni and may be deemed to indirectly beneficially own the common shares held by Sea Consolidation and Intermed as a result of his control relationship with each entity. Panayotis Tsakos is the father of Nikolas
Tsakos, our president and chief executive officer. The business address of each of Sea Consolidation, Intermed, Methoni, Mr. Panayotis Tsakos and Mr. Nikolas Tsakos is 367 Syngrou Avenue, 175 64 P. Faliro, Athens, Greece.
|
(3)
|
Does not include shares owned by Tsakos Holdings, Kelley, Marsland, Redmont Trading Corp., Sea Consolidation, Intermed or Methoni.
|
Entities affiliated with Panayotis Tsakos and Nikolas Tsakos own 103,370, or 5.2%, of our outstanding Series C Preferred Shares and 200,000,
or 5.9%, of our outstanding Series D Preferred Shares as of March 31, 2016. Entities affiliated with Nikolas Tsakos own 165,573, or 8.3%, of our outstanding Series B Preferred Shares and 140,000, or 7.0%, of our outstanding Series C Preferred
Shares. Francis Nusspickel owns 2,000, or 0.1%, of our outstanding Series D Preferred Shares as of March 31, 2016. Anemomilia owns 94, or less than 0.1%, of our outstanding Series B Preferred Shares and 2,000, or 0.1%, of our outstanding Series
C Preferred Shares as of March 31, 2016. Methoni owns 2,600, or 0.1%, of our outstanding Series B Preferred Shares as of March 31, 2016. Kelley owns 700, or less than 0.1%, of our outstanding Series D Preferred Shares as of March 31,
2016. Marsland owns 1,200, or less than 0.1%, of our outstanding Series D Preferred Shares as of March 31, 2016. To our knowledge none of our other officers or directors, or any of the entities in the above table, own any Series B Preferred
Shares, Series C Preferred Shares or Series D Preferred Shares as of March 31, 2016.
As of March 31, 2016, we had 22 holders of
record of our common shares. These shareholders of record include CEDEFAST which, as nominee for the Depository Trust Company, is the record holder of 86,071,360 common shares representing approximately 99.9% of our outstanding common shares.
CEDEFAST is the nominee of banks and brokers which hold shares on behalf of their customers, the beneficial owners of the shares, who may or may not be resident in the United States. However, apart from the shareholders indicated in the footnotes
(1) and (2) above and certain of the directors and officers, we believe that the majority of the remaining shareholders are resident in the United States. The Company is not aware of any arrangements the operation of which may at a
subsequent date result in a change of control of the Company.
115
Item 8.
|
Financi
al Information
|
See Item 18. Financial
Statements below.
Significant Changes.
No significant change has occurred since the date of the annual financial statements
included in this Annual Report on Form 20-F.
Legal Proceedings.
We are involved in litigation from time to time in the ordinary
course of business. In our opinion, the litigation in which we are involved as of April 5, 2016, individually or in the aggregate, is not material to us.
Dividend Policy.
While we cannot assure you that we will do so, and subject to the limitations discussed below, we intend to pay
quarterly cash dividends on our common shares. The Board of Directors will give consideration each April to the declaration of a supplementary dividend.
On May 10, 2013, we issued 2,000,000 8% Series B Cumulative Redeemable Perpetual Preferred Shares. The holders of those shares are
entitled to a quarterly dividend of $0.50 per share payable quarterly in arrears on the 30th day of January, April, July and October each year when, as and if declared by our Board of Directors.
On September 30, 2013, we issued 2,000,000 8.875% Series C Cumulative Redeemable Perpetual Preferred Shares. The holders of those shares
are entitled to a quarterly dividend of $0.55469 per share payable quarterly in arrears on the 30th day of January, April, July and October each year when, as and if declared by our Board of Directors.
On April 22, 2015, we issued 3,400,000 8.75% Series D Cumulative Redeemable Perpetual Preferred Shares. The holders of those shares are
entitled to a quarterly dividend of $0.546875 per share payable quarterly in arrears on the 28
th
day of February, May, August and November each year when, as and if declared by our Board of
Directors.
There can be no assurance that we will pay dividends or as to the amount of any dividend. The payment and the amount will be
subject to the discretion of our board of directors and will depend, among other things, on available cash balances, anticipated cash needs, our results of operations, our financial condition, and any loan agreement restrictions binding us or our
subsidiaries, as well as other relevant factors. For example, if we earned a capital gain on the sale of a vessel or newbuilding contract, we could determine to reinvest that gain instead of using it to pay dividends. Depending on our operating
performance for that year, this could result in no dividend at all despite the existence of net income, or a dividend that represents a lower percentage of our net income. Of course, any payment of cash dividends could slow our ability to renew and
expand our fleet, and could cause delays in the completion of our current newbuilding program.
Because we are holding a company with no
material assets other than the stock of our subsidiaries, our ability to pay dividends will depend on the earnings and cash flow of our subsidiaries and their ability to pay dividends to us.
Under the terms of our existing credit facilities, we are permitted to declare or pay a cash dividend in any year as long as the amount of the
dividend does not exceed 50% of our net income for that year. Net income is determined based on the audited financial statements we deliver to the banks under our credit facilities which are required to be presented in accordance with U.S. generally
accepted accounting principles. This amount can be carried forward and applied to a dividend payment in a subsequent year provided the aggregate amount of all dividends we declare and/or pay after January 1, 1998 does not exceed 50% of our
accumulated net income from January 1, 1998 up to the most recent date on which audited financial statements have been delivered under the credit facility. We anticipate incurring significant additional indebtedness in connection with our
newbuilding program, which will affect our net income and cash available to pay dividends. In addition, cash dividends can be paid only to the extent permitted by Bermuda law and our financial covenants. See Item 10. Additional
InformationDescription of Share CapitalBermuda LawDividends. See Item 3. Key InformationRisks Related to our Common SharesWe may not be able to pay cash dividends as intended.
116
Item 9.
|
The Offer
and Listing
|
Our common shares are listed on the
New York Stock Exchange and the Bermuda Stock Exchange. Following a decision of our Board of Directors, our common shares were de-listed from Oslo Børs on March 18, 2005. Our common shares are not actively traded on the Bermuda Stock
Exchange.
Trading on the New York Stock Exchange
Since our initial public offering in the United States in March of 2002, our common shares have been listed on the New York Stock Exchange
under the ticker symbol TNP. The following table shows the high and low closing prices for our common shares during the indicated periods, all prices have been adjusted to take account of the two-for-one share split which became
effective on November 14, 2007.
|
|
|
|
|
|
|
|
|
|
|
High
|
|
|
Low
|
|
2011 (Annual)
|
|
$
|
10.99
|
|
|
$
|
4.78
|
|
2012 (Annual)
|
|
$
|
8.79
|
|
|
$
|
3.19
|
|
2013 (Annual)
|
|
$
|
6.11
|
|
|
$
|
3.40
|
|
2014 (Annual)
2015 (Annual)
|
|
$
$
|
8.35
10.32
|
|
|
$
$
|
4.99
6.55
|
|
|
|
|
2014
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
8.14
|
|
|
$
|
5.94
|
|
Second Quarter
|
|
$
|
8.35
|
|
|
$
|
6.69
|
|
Third Quarter
|
|
$
|
7.70
|
|
|
$
|
6.23
|
|
Fourth Quarter
|
|
$
|
7.32
|
|
|
$
|
4.99
|
|
|
|
|
2015
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
8.22
|
|
|
$
|
6.55
|
|
Second Quarter
|
|
$
|
10.32
|
|
|
$
|
8.41
|
|
Third Quarter
|
|
$
|
10.09
|
|
|
$
|
6.85
|
|
Fourth Quarter
|
|
$
|
9.61
|
|
|
$
|
6.86
|
|
October
|
|
$
|
9.61
|
|
|
$
|
8.43
|
|
November
|
|
$
|
9.10
|
|
|
$
|
7.76
|
|
December
|
|
$
|
8.00
|
|
|
$
|
6.86
|
|
2016
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
7.66
|
|
|
$
|
4.83
|
|
January
|
|
$
|
7.66
|
|
|
$
|
5.55
|
|
February
|
|
$
|
5.92
|
|
|
$
|
4.83
|
|
March
|
|
$
|
6.70
|
|
|
$
|
5.94
|
|
Second Quarter
|
|
|
|
|
|
|
|
|
April (Through April 4, 2016)
|
|
$
|
6.04
|
|
|
$
|
5.98
|
|
Since May 2013, our Series B Preferred Shares have been listed on the New York Stock Exchange under the ticker
symbol TNP.PB. The following table shows the high and low closing prices for our Series B Preferred Shares for the indicated period.
|
|
|
|
|
|
|
|
|
|
|
High
|
|
|
Low
|
|
2013 (Annual)(1)
|
|
$
|
25.20
|
|
|
$
|
21.71
|
|
2014 (Annual)
|
|
$
|
25.25
|
|
|
$
|
21.81
|
|
|
|
|
2014
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
23.72
|
|
|
$
|
21.90
|
|
Second Quarter
|
|
$
|
24.89
|
|
|
$
|
23.60
|
|
Third Quarter
|
|
$
|
25.25
|
|
|
$
|
24.77
|
|
Fourth Quarter
|
|
$
|
25.24
|
|
|
$
|
21.81
|
|
117
|
|
|
|
|
|
|
|
|
|
|
High
|
|
|
Low
|
|
|
|
|
2015
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
25.70
|
|
|
$
|
24.20
|
|
Second Quarter
|
|
$
|
25.80
|
|
|
$
|
24.84
|
|
Third Quarter
|
|
$
|
25.35
|
|
|
$
|
23.89
|
|
Fourth Quarter
|
|
$
|
25.25
|
|
|
$
|
23.27
|
|
October
|
|
$
|
25.25
|
|
|
$
|
24.42
|
|
November
|
|
$
|
24.85
|
|
|
$
|
24.05
|
|
December
|
|
$
|
24.50
|
|
|
$
|
23.27
|
|
2016
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
24.49
|
|
|
$
|
21.50
|
|
January
|
|
$
|
24.35
|
|
|
$
|
21.55
|
|
February
|
|
$
|
22.52
|
|
|
$
|
21.50
|
|
March
|
|
$
|
24.49
|
|
|
$
|
22.50
|
|
Second Quarter
|
|
|
|
|
|
|
|
|
April (Through April 4, 2016)
|
|
$
|
24.20
|
|
|
$
|
24.00
|
|
(1)
|
Commencing May 13, 2013.
|
Since October 2013, our Series C Preferred Shares have been
listed on the New York Stock Exchange under the ticker symbol TNP.PC. The following table shows the high and low closing prices for our Series C Preferred Shares for the indicated period.
|
|
|
|
|
|
|
|
|
|
|
High
|
|
|
Low
|
|
2013 (Annual)(1)
|
|
$
|
24.20
|
|
|
$
|
21.78
|
|
2014 (Annual)
|
|
$
|
27.03
|
|
|
$
|
23.06
|
|
|
|
|
2014
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
24.81
|
|
|
$
|
23.27
|
|
Second Quarter
|
|
$
|
25.90
|
|
|
$
|
24.76
|
|
Third Quarter
|
|
$
|
27.03
|
|
|
$
|
25.50
|
|
Fourth Quarter
|
|
$
|
26.28
|
|
|
$
|
23.06
|
|
|
|
|
2015
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
26.42
|
|
|
$
|
25.16
|
|
Second Quarter
|
|
$
|
26.34
|
|
|
$
|
25.07
|
|
Third Quarter
|
|
$
|
25.78
|
|
|
$
|
24.30
|
|
Fourth Quarter
|
|
$
|
25.15
|
|
|
$
|
22.91
|
|
October
|
|
$
|
25.15
|
|
|
$
|
24.35
|
|
November
|
|
$
|
25.10
|
|
|
$
|
23.80
|
|
December
|
|
$
|
24.54
|
|
|
$
|
22.91
|
|
|
|
|
2016
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
24.75
|
|
|
$
|
20.19
|
|
January
|
|
$
|
24.50
|
|
|
$
|
20.19
|
|
February
|
|
$
|
22.65
|
|
|
$
|
21.59
|
|
March
|
|
$
|
24.75
|
|
|
$
|
22.51
|
|
Second Quarter
|
|
|
|
|
|
|
|
|
April (Through April 4, 2016)
|
|
$
|
24.85
|
|
|
$
|
24.65
|
|
(1)
|
Commencing October 3, 2013.
|
118
Since April 2015, our Series D Preferred Shares have been listed on the New York Stock Exchange
under the ticker symbol TNP.PD. The following table shows the high and low closing prices for our Series D Preferred Shares for the indicated period.
|
|
|
|
|
|
|
|
|
2015
|
|
|
|
|
|
|
|
|
Second Quarter(1)
|
|
$
|
24.85
|
|
|
$
|
22.86
|
|
|
|
|
Third Quarter
|
|
$
|
23.75
|
|
|
$
|
21.61
|
|
Fourth Quarter
|
|
$
|
23.50
|
|
|
$
|
19.95
|
|
October
|
|
$
|
23.18
|
|
|
$
|
22.15
|
|
November
|
|
$
|
23.50
|
|
|
$
|
20.85
|
|
December
|
|
$
|
22.64
|
|
|
$
|
19.95
|
|
|
|
|
2016
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
22.53
|
|
|
$
|
16.25
|
|
January
|
|
$
|
22.53
|
|
|
$
|
16.25
|
|
February
|
|
$
|
20.15
|
|
|
$
|
18.75
|
|
March
|
|
$
|
22.26
|
|
|
$
|
19.90
|
|
Second Quarter
|
|
|
|
|
|
|
|
|
April (Through April 4, 2016)
|
|
$
|
22.25
|
|
|
$
|
22.14
|
|
(1)
|
Commencing April 24, 2015.
|
Item 10.
|
Additional
Information
|
DESCRIPTION OF SHARE CAPITAL
Our authorized share capital consists of 185,000,000 common shares, par value $1.00 per share, and 15,000,000 blank check preferred
shares, $1.00 par value per share. 2,300,000 shares have been designated 8.00% Series B Cumulative Redeemable Perpetual Preferred Shares as described below under Series B Preferred Shares, 2,300,000 shares have been designated
8.875% Series C Cumulative Redeemable Perpetual Preferred Shares as described below under Series C Preferred Shares and 3,400,000 shares have been designated 8.75% Series D Cumulative Redeemable Perpetual Preferred Shares as
described below under Series D Preferred Shares. As of March 31, 2016, there were 86,151,563 common shares, 2,000,000 8.00% Series B Cumulative Redeemable Preferred Shares, 2,000,000 8.875% Series C Cumulative Redeemable
Preferred Shares, 3,400,000 8.75% Series D Cumulative Redeemable Preferred Shares and no Series A Junior Participating Preferred Shares issued and outstanding.
Common Shares
The holders of common
shares are entitled to receive dividends out of assets legally available for that purpose at times and in amounts as our board of directors may from time to time determine. Each shareholder is entitled to one vote for each common share held on all
matters submitted to a vote of shareholders. Cumulative voting for the election of directors is not provided for in our Memorandum of Association or Bye-laws, which means that the holders of a majority of the common shares voted can elect all of the
directors then standing for election. Our Bye-laws provide for a staggered board of directors, with one-third of our non-executive directors being selected each year. The common shares are not entitled to preemptive rights and are not subject to
conversion or redemption. Upon the occurrence of a liquidation, dissolution or winding-up, the holders of common shares would be entitled to share ratably in the distribution of all of our assets remaining available for distribution after
satisfaction of all our liabilities.
Preferred Shares
Under our Bye-laws, our board of directors has the authority to issue preferred shares in one or more series, and to establish the terms and
preferences of the shares of each series, up to the number of preferred shares
119
authorized under our constitutive documents as described above. Holders of each series of preferred shares will be entitled to receive cash dividends, when, as and if declared by our board of
directors out of funds legally available for dividends. Such distributions will be made before any distribution is made on any securities ranking junior in relation to preferred shares in liquidation, including common shares.
Series B Preferred Shares
We had 2,000,000 of our 8.00% Series B Cumulative Redeemable Perpetual Preferred Shares outstanding as of March 31, 2016, which were
issued on May 10, 2013. The initial liquidation preference of the Series B Preferred Shares is $25.00 per share, subject to adjustment. The shares are redeemable by us at any time on or after July 30, 2018. The shares carry an annual
dividend rate of 8.00% per $25.00 of liquidation preference per share, subject to increase if (i) we fail to comply with certain covenants, (ii) we experience certain defaults under any of our credit facilities, (iii) four
quarterly dividends payable on the Series B Preferred Shares are in arrears, or (iv) the Series B Preferred Shares are not redeemed in whole by July 30, 2019. The Series B Preferred Shares represent perpetual equity interests in us and,
unlike our indebtedness, do not give rise to a claim for payment of a principal amount at a particular date. As such, the Series B Preferred Shares rank junior to all of our indebtedness and other liabilities with respect to assets available to
satisfy claims against us. Upon any liquidation or dissolution of us, holders of the Series B Preferred Shares will generally be entitled to receive the cash value of the liquidation preference of the Series B Preferred Shares, plus an amount equal
to accumulated and unpaid dividends, after satisfaction of all liabilities to our creditors and holders of the Series B Preferred Shares, but before any distribution is made to or set aside for the holders of junior stock, including our common
shares. The Series B Preferred Shares rank
pari passu
with the Series C Preferred Shares. The Series B Preferred Shares are not convertible into common shares or other of our securities, do not have exchange rights and are not entitled to any
preemptive or similar rights.
Series C Preferred Shares
We had 2,000,000 of our 8.875% Series C Cumulative Redeemable Perpetual Preferred Shares outstanding as of March 31, 2016, which were
issued on September 30, 2013. The initial liquidation preference of the Series C Preferred Shares is $25.00 per share, subject to adjustment. The shares are redeemable by us at any time on or after October 30, 2018. The shares carry
an annual dividend rate of 8.875% per $25.00 of liquidation preference per share, subject to increase if (i) we fail to comply with certain covenants, (ii) we experience certain defaults under any of our credit facilities,
(iii) four quarterly dividends payable on the Series C Preferred Shares are in arrears, or (iv) the Series C Preferred Shares are not redeemed in whole by October 30, 2020. The Series C Preferred Shares represent perpetual equity
interests in us and, unlike our indebtedness, do not give rise to a claim for payment of a principal amount at a particular date. As such, the Series C Preferred Shares rank junior to all of our indebtedness and other liabilities with respect to
assets available to satisfy claims against us. Upon any liquidation or dissolution of us, holders of the Series C Preferred Shares will generally be entitled to receive the cash value of the liquidation preference of the Series C Preferred Shares,
plus an amount equal to accumulated and unpaid dividends, after satisfaction of all liabilities to our creditors and holders of the Series C Preferred Shares, but before any distribution is made to or set aside for the holders of junior stock,
including our common shares. The Series C Preferred Shares rank
pari passu
with the Series B Preferred Shares. The Series C Preferred Shares are not convertible into common shares or other of our securities, do not have exchange rights and
are not entitled to any preemptive or similar rights.
Series D Preferred Shares
We had 3,400,000 of our 8.75% Series D Cumulative Redeemable Perpetual Preferred Shares outstanding as of March 31, 2016, which were
issued on April 22, 2015. The initial liquidation preference of the Series D Preferred Shares is $25.00 per share, subject to adjustment. The shares are redeemable by us at any time on or after April 29, 2020. The shares carry an annual
dividend rate of 8.75% per $25.00 of liquidation preference per share. The Series D Preferred Shares represent perpetual equity interests in us and, unlike our indebtedness, do not give rise to a claim for payment of a principal amount at a
particular date. As such, the Series D Preferred
120
Shares rank junior to all of our indebtedness and other liabilities with respect to assets available to satisfy claims against us. Upon any liquidation or dissolution of us, holders of the Series
D Preferred Shares will generally be entitled to receive the cash value of the liquidation preference of the Series D Preferred Shares, plus an amount equal to accumulated and unpaid dividends, after satisfaction of all liabilities to our creditors
and holders of the Series D Preferred Shares, but before any distribution is made to or set aside for the holders of junior stock, including our common shares. The Series D Preferred Shares rank
pari passu
with the Series B Preferred Shares
and Series C Preferred Shares. The Series D Preferred Shares are not convertible into common shares or other of our securities, do not have exchange rights and are not entitled to any preemptive or similar rights.
Bermuda Law
We are an exempted company
organized under the Companies Act 1981 of Bermuda, as amended (the Companies Act 1981 of Bermuda). Bermuda law and our Memorandum of Association and Bye-laws govern the rights of our shareholders. Our objects and purposes are set forth
in paragraph 6 and the Schedule to our Memorandum of Association. Our objects and purposes include to act and to perform all the functions of a holding company in all its branches and to coordinate the policy and administration of any subsidiary
company or companies wherever incorporated or carrying on business or of any group of companies of which we or any subsidiary of ours is a member or which are in any manner controlled directly or indirectly by us. The Companies Act 1981 of Bermuda
differs in some material respects from laws generally applicable to United States corporations and their shareholders. The following is a summary of the material provisions of Bermuda law and our organizational documents. You should read the more
detailed provisions of our Memorandum of Association and Bye-laws for provisions that may be important to you. You can obtain copies of these documents by following the directions outlined in Where You Can Find Additional Information.
Dividends
. Under Bermuda law, a company may not pay dividends that are declared from time to time by its board of directors or
make a distribution out of contributed surplus if there are reasonable grounds for believing that the company is, or would after the payment be, unable to pay its liabilities as they become due or that the realizable value of its assets would then
be less than its liabilities.
Voting rights
. Under Bermuda law, except as otherwise provided in the Companies Act 1981 of Bermuda
or our Bye-laws, questions brought before a general meeting of shareholders are decided by a majority vote of common shareholders present at the meeting. Our Bye-laws provide that, subject to the provisions of the Companies Act 1981 of Bermuda, any
question proposed for the consideration of the shareholders will be decided in a general meeting by a simple majority of the votes cast, on a show of hands, with each shareholder present (and each person holding proxies for any shareholder) entitled
to one vote for each common share held by the common shareholder, except for special situations where a shareholder has lost the right to vote because he has failed to comply with the terms of a notice requiring him to provide information to the
company pursuant to the Bye-laws, or his voting rights have been partly suspended under the Bye-laws as a consequence of becoming an interested person. In addition, a super-majority vote of not less than seventy-five percent (75%) of the votes
cast at the meeting is required to effect any action related to the variation of class rights and a vote of not less than eighty percent (80%) of the votes cast at the meeting is required to effect any of the following actions: removal of
directors, approval of business combinations with certain interested persons and for any alteration to the provisions of the Bye-laws relating to the staggered board, removal of directors and business combinations.
The Series B, Series C and Series D Preferred Shares have no voting rights except as set forth below or as otherwise provided by Bermuda law.
In the event that six quarterly dividends, whether consecutive or not, payable on Series B, Series C or Series D Preferred Shares are in arrears, the holders of Series B, Series C and/or Series D Preferred Shares, as the case may be, will have the
right, voting separately as a class together with holders of any other parity securities upon which like voting rights have been conferred and are exercisable, at the next meeting of shareholders called for the election of directors, to elect one
member of our board of directors, and the size of our board of directors will be increased as needed to accommodate such change (unless the size of our board of directors already has been increased by reason of the election of a director by holders
of
121
parity securities upon which like voting rights have been conferred and with which the Series B, Series C or Series D Preferred Shares, respectively, voted as a class for the election of such
director). The right of such holders of Series B, Series C or Series D Preferred Shares, as the case may be, to elect a member of our board of directors will continue until such time as all dividends accumulated and in arrears on the Series B,
Series C or Series D Preferred Shares, as the case may be, have been paid in full, at which time such right will terminate, subject to revesting in the event of each and every subsequent failure to pay six quarterly dividends as described above.
Upon any termination of the right of the holders of the Series B, Series C and Series D Preferred Shares and any other parity securities to vote as a class for directors, the term of office of all directors then in office elected by such holders
voting as a class will terminate immediately. Any directors elected by the holders of the Series B, Series C and Series D Preferred Shares and any other parity securities shall each be entitled to one vote per director on any matter before our board
of directors.
Unless we have received the affirmative vote or consent of the holders of at least two-thirds of the issued and outstanding
Series B, Series C and Series D Preferred Shares, as applicable, each voting as a single class, we may not:
|
|
|
adopt any amendment to the Memorandum of Association that adversely alters the preferences, powers or rights of Series B, Series C or Series D Preferred Shares in any material respect;
|
|
|
|
issue any securities ranking pari passu with the Series B, Series C and Series D Preferred Shares if the cumulative dividends payable on outstanding Series B, Series C or Series D Preferred Shares are in arrears; or
|
|
|
|
create or issue any equity securities ranking senior to the Series B, Series C and Series D Preferred Shares.
|
On any matter described above in which the holders of the Series B, Series C and Series D Preferred Shares, respectively, are entitled to vote
as a class, such holders will be entitled to one vote per share. The Series B, Series C and Series D Preferred Shares held by us or any of our subsidiaries or affiliates will not be entitled to vote.
Rights in liquidation
. Under Bermuda law, in the event of liquidation or winding up of a company, after satisfaction in full of all
claims of creditors and subject to the preferential rights accorded to any series of preferred shares, the proceeds of the liquidation or winding up are distributed ratably among the holders of the companys common shares.
Meetings of shareholders
. Bermuda law provides that a special general meeting may be called by the board of directors and must be
called upon the request of shareholders holding not less than 10% of the paid-up capital of the company carrying the right to vote. Bermuda law also requires that shareholders be given at least five (5) days advance notice of a general
meeting but the accidental omission to give notice to, or the non-receipt of such notice by, any person does not invalidate the proceedings at a meeting. Under our Bye-laws, we must give each shareholder at least ten (10) days notice and
no more than fifty (50) days notice of the annual general meeting and of any special general meeting.
Under Bermuda law, the
number of shareholders constituting a quorum at any general meeting of shareholders is determined by the Bye-laws of a company. Our Bye-laws provide that the presence in person or by proxy of two shareholders constitutes a quorum; but if we have
only one shareholder, one shareholder present in person or by proxy shall constitute the necessary quorum.
Access to books and records
and dissemination of information
. Members of the general public have the right to inspect the public documents of a company available at the office of the Registrar of Companies in Bermuda. These documents include a companys Certificate of
Incorporation, its Memorandum of Association (including its objects and powers) and any alteration to its Memorandum of Association. The shareholders have the additional right to inspect the Bye-laws of the company, minutes of general meetings and
the companys audited
122
financial statements, which must be presented at the annual general meeting. The register of shareholders of a company is also open to inspection by shareholders without charge and by members of
the general public without charge. A company is required to maintain its share register in Bermuda but may, subject to the provisions of Bermuda law, establish a branch register outside Bermuda. We maintain a share register in Hamilton, Bermuda. A
company is required to keep at its registered office a register of its directors and officers that is open for inspection for not less than two (2) hours each day by members of the public without charge. Bermuda law does not, however, provide a
general right for shareholders to inspect or obtain copies of any other corporate records.
Election or removal of directors
. Under
Bermuda law and our Bye-laws, directors are elected or appointed at the annual general meeting and serve until re-elected or re-appointed or until their successors are elected or appointed, unless they are earlier removed or resign. Our Bye-laws
provide for a staggered board of directors, with one-third of the directors selected each year.
Under Bermuda law and our Bye-laws, a
director may be removed at a special general meeting of shareholders specifically called for that purpose, provided the director is served with at least 14 days notice. The director has a right to be heard at that meeting. Any vacancy created
by the removal of a director at a special general meeting may be filled at that meeting by the election of another director in his or her place or, in the absence of any such election, by the board of directors.
Amendment of Memorandum of Association
. Bermuda law provides that the Memorandum of Association of a company may be amended by a
resolution passed at a general meeting of shareholders of which due notice has been given. Generally, our Bye-laws may be amended by the directors with the approval of a majority being not less than 75% of the votes of the shareholders in a general
meeting. However, a super-majority vote is required for certain resolutions relating to the variation of class rights, the removal of directors, the approval of business combinations with certain interested persons and for any alteration
to the provisions of the Bye-laws relating to the staggered board, removal of directors and business combinations.
Under Bermuda law, the
holders of an aggregate of no less than 20% in par value of a companys issued share capital or any class of issued share capital have the right to apply to the Bermuda Court for an annulment of any amendment of the Memorandum of Association
adopted by shareholders at any general meeting, other than an amendment which alters or reduces a companys share capital as provided in the Companies Act 1981 of Bermuda. Where such an application is made, the amendment becomes effective only
to the extent that it is confirmed by the Bermuda Court. An application for the annulment of an amendment of the Memorandum of Association must be made within 21 days after the date on which the resolution altering the companys memorandum is
passed and may be made on behalf of the persons entitled to make the application by one or more of their number as they may appoint in writing for the purpose. Persons voting in favor of the amendment may make no such application.
Appraisal rights and shareholder suits
. Under Bermuda law, in the event of an amalgamation or merger involving a Bermuda company, a
shareholder who is not satisfied that fair value has been paid for his shares may apply to the Bermuda Court to appraise the fair value of his or her shares. The amalgamation or merger of a company with another company requires the amalgamation or
merger agreement to be approved by the board of directors and, except where the amalgamation or merger is between a holding company and one or more of its wholly owned subsidiaries or between two or more wholly owned subsidiaries, by meetings of the
holders of shares of each company and of each class of such shares.
Class actions and derivative actions are generally not available to
shareholders under Bermuda law. The Bermuda Court, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong done to the company where the act complained of is alleged to be beyond
the corporate power of the company or is illegal or would result in the violation of the companys Memorandum of Association or Bye-laws. Further consideration would be given by the Bermuda Court to acts that are alleged to constitute a fraud
against the minority shareholders or, for instance, where an act requires the approval of a greater percentage of the companys shareholders than that which actually approved it.
123
When the affairs of a company are being conducted in a manner oppressive or prejudicial to the
interests of some part of the shareholders, one or more shareholders may apply to the Bermuda Court for an order regulating the companys conduct of affairs in the future or compelling the purchase of the shares by any shareholder, by other
shareholders or by the company.
Anti-takeover effects of provisions of our charter documents
Several provisions of our Bye-laws may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our
vulnerability to a hostile change of control and enhance the ability of our board of directors to maximize shareholder value in connection with any unsolicited offer to acquire us. However, these anti-takeover provisions, which are summarized below,
could also discourage, delay or prevent (1) the merger or acquisition of our company by means of a tender offer, a proxy contest or otherwise, that a shareholder may consider in our best interest and (2) the removal of incumbent officers
and directors.
Classified board of directors.
Our Bye-laws provide for a classified board of directors with one-third of our directors being selected each year. This classified board
provision could discourage a third party from making a tender offer for our shares or attempting to obtain control of our company. It could also delay shareholders who do not agree with the policies of the board of directors from removing a majority
of the board of directors for two years.
Transactions involving certain business combinations.
Our Bye-laws prohibit the consummation of any business combination involving us and any interested person, unless the transaction is approved
by a vote of a majority of 80% of those present and voting at a general meeting of our shareholders, unless:
|
|
|
the ratio of (i) the aggregate amount of cash and the fair market value of other consideration to be received per share in the business combination by holders of shares other than the interested person involved in
the business combination, to (ii) the market price per share, immediately prior to the announcement of the proposed business combination, is at least as great as the ratio of (iii) the highest per share price, which the interested person
has theretofore paid in acquiring any share prior to the business combination, to (iv) the market price per share immediately prior to the initial acquisition by the interested person of any shares;
|
|
|
|
the aggregate amount of the cash and the fair market value of other consideration to be received per share in the business combination by holders of shares other than the interested person involved in the business
combination (i) is not less than the highest per share price paid by the interested person in acquiring any shares, and (ii) is not less than the consolidated earnings per share of our company for our four full consecutive fiscal quarters
immediately preceding the record date for solicitation of votes on the business combination multiplied by the then price/earnings multiple (if any) of the interested person as customarily computed and reported in the financial community;
|
|
|
|
the consideration (if any) to be received in the business combination by holders of shares other than the interested person involved shall, except to the extent that a shareholder agrees otherwise as to all or part of
the shares which the shareholder owns, be in the same form and of the same kind as the consideration paid by the interested person in acquiring shares already owned by it;
|
|
|
|
after the interested person became an interested person and prior to the consummation of the business combination: (i) such interested person
shall have taken steps to ensure that the board includes at all times representation by continuing directors proportionate in number to the ratio that the number of shares carrying voting rights in our company from time to time owned by shareholders
who are not interested persons bears to all shares carrying voting rights in our company outstanding at the time in question (with a continuing director to occupy any resulting fractional position among the directors);
|
124
|
(ii) the interested person shall not have acquired from us or any of our subsidiaries, directly or indirectly, any shares (except (x) upon conversion of convertible securities acquired
by it prior to becoming an interested person, or (y) as a result of a pro rata share dividend, share split or division or subdivision of shares, or (z) in a transaction consummated on or after June 7, 2001 and which satisfied all
requirements of our Bye-laws); (iii) the interested person shall not have acquired any additional shares, or rights over shares, carrying voting rights or securities convertible into or exchangeable for shares, or rights over shares, carrying
voting rights except as a part of the transaction which resulted in the interested person becoming an interested person; and (iv) the interested person shall not have (x) received the benefit, directly or indirectly (except proportionately
as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or tax credits provided by us or any subsidiary of ours, or (y) made any major change in our business or equity capital structure or entered into any
contract, arrangement or understanding with us except any change, contract, arrangement or understanding as may have been approved by the favorable vote of not less than a majority of the continuing directors; and
|
|
|
|
a proxy statement complying with the requirements of the U.S. Securities Exchange Act of 1934, as amended, shall have been mailed to all holders of shares carrying voting rights for the purpose of soliciting approval by
the shareholders of the business combination. The proxy statement shall contain at the front thereof, in a prominent place, any recommendations as to the advisability (or inadvisability) of the business combination which the continuing directors, or
any of them, may have furnished in writing and, if deemed advisable by a majority of the continuing directors, an opinion of a reputable investment banking firm as to the adequacy (or inadequacy) of the terms of the business combination from the
point of view of the holders of shares carrying voting rights other than any interested person (the investment banking firm to be selected by a majority of the continuing directors, to be furnished with all information it reasonably requests, and to
be paid a reasonable fee for its services upon receipt by us of the opinion).
|
For purposes of this provision, a
business combination includes mergers, consolidations, exchanges, asset sales, leases and other transactions resulting in a financial benefit to the interested shareholder and an interested person is any person or entity that
beneficially owns 15% or more of our voting shares and any person or entity affiliated with or controlling or controlled by that person or entity. Continuing directors means directors who have been elected before June 7, 2001 or
designated as continuing directors by the majority of the then continuing directors.
Consequences of becoming an interested person.
Our Bye-laws provide that, at any time a person acquires or becomes the beneficial owner of 15% or more of our voting shares, which we refer to
as the threshold, then the person will not be entitled to exercise voting rights for the number of common shares in excess of the threshold he holds or beneficially owns. This disability applies to any general meeting of our company as
to which the record date or scheduled meeting date falls within a period of five years from the date such person acquired beneficial ownership of a number of common shares in excess of the threshold.
The above restrictions do not apply to us, our subsidiaries or to:
|
|
|
any person who on June 7, 2001 was the holder or beneficial owner of a number of shares carrying voting rights that exceeded the threshold and who continues at all times after June 7, 2001 to hold shares in
excess of the threshold; and
|
|
|
|
any person whose acquisition of a number of shares exceeding the threshold has been approved by (1) a majority of 80% of those present and voting at a general meeting or (2) by a resolution adopted by the
continuing directors, followed by a resolution adopted by a shareholder vote in excess of 50% of the voting shares not owned by such interested person.
|
125
Transfer agent and registrar.
Computershare Trust Company N.A. serves as transfer agent
and registrar for our common shares and our Series B Preferred Shares, Series C Preferred Shares and Series D Preferred Shares.
New
York Stock Exchange listing.
Our common shares are listed on the New York Stock Exchange under the ticker symbol TNP. Our Series B Preferred Shares, Series C Preferred Shares and Series D Preferred Shares are listed on the New York
Stock Exchange under the trading symbols TNP-PB, TNP-PC and TNP-PD, respectively.
Material Contracts
See description of Management Agreement under Item 4. Information on the CompanyManagement ContractExecutive and
Commercial Management. Such description is not intended to be complete and reference is made to the contract itself, which is an exhibit to this Annual Report on Form 20-F.
Exchange Controls
Under Bermuda law,
there are currently no restrictions on the export or import of capital, including foreign exchange controls, or restrictions that affect the remittance of dividends, interest or other payments to nonresident holders of our common shares. On
July 22, 2015, Greece implemented capital controls restricting the transfer of funds out of Greece, which restricted our use of the limited amount of cash we held in Greece at that date for the remittances overseas. Cash deposited in Greek
banks after that date is not restricted for remittances overseas.
TAX CONSIDERATIONS
Taxation of Tsakos Energy Navigation Limited
We believe that none of our income will be subject to tax in Bermuda, which currently has no corporate income tax, or by other countries in
which we conduct activities or in which our customers are located, excluding the United States. However, this belief is based upon the anticipated nature and conduct of our business which may change, and upon our understanding of our position under
the tax laws of the various countries in which we have assets or conduct activities, which position is subject to review and possible challenge by taxing authorities and to possible changes in law, which may have retroactive effect. The extent to
which certain taxing jurisdictions may require us to pay tax or to make payments in lieu of tax cannot be determined in advance. In addition, payments due to us from our customers may be subject to withholding tax or other tax claims in amounts that
exceed the taxation that we might have anticipated based upon our current and anticipated business practices and the current tax regime.
Bermuda tax
considerations
Under current Bermuda law, we are not subject to tax on income or capital gains. Furthermore, we have obtained from the
Minister of Finance of Bermuda, under the Exempted Undertakings Tax Protection Act 1966 of Bermuda, as amended (the Exempted Undertakings Act), assurance that, in the event that Bermuda enacts any legislation imposing tax computed on
profits or income or computed on any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax, then the imposition of such tax will not be applicable to us or to any of our operations, or to the shares, capital
or common stock of Tsakos Energy Navigation, until March 31, 2035. This assurance does not, however, prevent the imposition of property taxes on any company owning real property or leasehold interests in Bermuda or on any person ordinarily
resident in Bermuda. We pay an annual government fee on our authorized share capital and share premium, which for 2016 is $18,670.
Under
current Bermuda law, shareholders not ordinarily resident in Bermuda will not be subject to any income, withholding or other taxes or stamp or other duties upon the issue, transfer or sale of common shares or on any payments made on common shares.
126
United States federal income tax considerations
The following summary of United States federal income tax matters is based on the Internal Revenue Code, judicial decisions, administrative
pronouncements, and existing and proposed regulations issued by the United States department of the treasury, all of which are subject to change, possibly with retroactive effect. This discussion does not address any United States local or
state taxes.
The following is a summary of the material United States federal income tax considerations that apply to (1) our
operations and the operations of our vessel-operating subsidiaries and (2) the acquisition, ownership and disposition of common shares by a shareholder that is a United States holder. This summary is based upon our beliefs and expectations
concerning our past, current and anticipated activities, income and assets and those of our subsidiaries, the direct, indirect and constructive ownership of our shares and the trading and quotation of our shares. Should any such beliefs or
expectations prove to be incorrect, the conclusions described herein could be adversely affected. For purposes of this discussion, a United States holder is a beneficial owner of common shares who or which is:
|
|
|
An individual citizen or resident of the United States;
|
|
|
|
A corporation, or other entity taxable as a corporation for United States federal income tax purposes, created or organized in or under the laws of the United States or any of its political subdivisions; or
|
|
|
|
An estate or trust the income of which is subject to United States federal income taxation regardless of its source.
|
This summary deals only with common shares that are held as capital assets by a United States holder, and does not address tax considerations
applicable to United States holders that may be subject to special tax rules, such as:
|
|
|
Dealers or traders in securities or currencies;
|
|
|
|
Financial institutions;
|
|
|
|
United States holders that hold common shares as a part of a straddle or conversion transaction or other arrangement involving more than one position;
|
|
|
|
United States holders that own, or are deemed for United States tax purposes to own, ten percent or more of the total combined voting power of all classes of our voting stock;
|
|
|
|
A person subject to United States federal alternative minimum tax;
|
|
|
|
A partnership or other entity classified as a partnership for United States federal income tax purposes;
|
|
|
|
United States holders that have a principal place of business or tax home outside the United States; or
|
|
|
|
United States holders whose functional currency is not the United States dollar.
|
The discussion below is based upon the provisions of the Internal Revenue Code and regulations, administrative pronouncements and judicial
decisions as of the date of this Annual Report; any such authority may be repealed, revoked or modified, perhaps with retroactive effect, so as to result in United States federal income tax consequences different from those discussed below.
Because United States tax consequences may differ from one holder to the next, the discussion set out below does not purport to describe all
of the tax considerations that may be relevant to you and your particular situation. Accordingly, you are advised to consult your own tax advisor as to the United States federal, state, local and other tax consequences of investing in the common
shares.
127
Taxation of our operations
In General
Unless exempt
from United States federal income taxation under the rules discussed below, a foreign corporation is subject to United States federal income taxation in respect of any income that is derived from the use of vessels, from the hiring or leasing of
vessels for use on a time, voyage or bareboat charter basis, from the participation in a pool, partnership, strategic alliance, joint operating agreement, code sharing arrangements or other joint venture it directly or indirectly owns or
participates in that generates such income, or from the performance of services directly related to those uses, which we refer to as shipping income, to the extent that the shipping income is derived from sources within the United
States. For these purposes, 50% of shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States constitutes income from sources within the United States, which we refer to as
U.S.-source shipping income.
Shipping income attributable to transportation that both begins and ends in the United States is
considered to be 100% from sources within the United States. We do not expect that we or any of our subsidiaries will engage in transportation that produces income which is considered to be 100% from sources within the United States.
Shipping income attributable to transportation exclusively between non-United States ports will be considered to be 100% derived from sources
outside the United States. Shipping income derived from sources outside the United States will not be subject to any United States federal income tax.
In the absence of exemption from tax under Section 883, our gross U.S.-source shipping income would be subject to a 4% tax imposed
without allowance for deductions as described below.
Exemption of Operating Income from United States Federal Income Taxation
Under Section 883, we and our subsidiaries will be exempt from United States federal income taxation on our U.S.-source shipping income
if:
|
|
|
We and the relevant subsidiary are each organized in a foreign country (the country of organization) that grants an equivalent exemption to corporations organized in the United States; and either
|
|
|
|
More than 50% of the value of our stock is owned, directly or indirectly, by qualified stockholders, individuals who are (i) residents of our country of organization or of another foreign
country that grants an equivalent exemption to corporations organized in the United States and (ii) satisfy certain documentation requirements, which we refer to as the 50% Ownership Test, or
|
|
|
|
Our common shares, Series B Preferred Shares, Series C Preferred Shares and Series D Preferred Shares are primarily and regularly traded on an established securities market in our country of organization, in
another country that grants an equivalent exemption United States corporations, or in the United States, which we refer to as the Publicly-Traded Test.
|
We believe that each of Bermuda, Cyprus, Greece, Liberia, the Marshall Islands and Panama, the jurisdictions where we and our ship-owning
subsidiaries are incorporated, grants an equivalent exemption to United States corporations. Therefore, we believe that we and each of our subsidiaries will be exempt from United States federal income taxation with respect to our
U.S.-source shipping income if we satisfy either the 50% Ownership Test or the Publicly-Traded Test.
Due to the widely-held nature of our
stock, we will have difficulty satisfying the 50% Ownership Test. Our ability to satisfy the Publicly-Traded Test is discussed below.
The
regulations provide, in pertinent part, that stock of a foreign corporation will be considered to be primarily traded on one or more established securities markets in a country if the number of shares of each class of stock that are
traded during any taxable year on all established securities markets in that country exceeds
128
the number of shares in each such class that are traded during that year on established securities markets in any other single country. Our common shares, Series B Preferred Shares, Series C
Preferred Shares and Series D Preferred Shares, which are our sole classes of our issued and outstanding shares, were primarily traded on an established securities market in the United States (the New York Stock Exchange) in 2015 and we
expect that will continue to be the case in subsequent years.
Under the regulations, our stock will be considered to be regularly
traded on an established securities market if one or more classes of our stock representing more than 50% of our outstanding shares, by total combined voting power of all classes of stock entitled to vote and total value, is listed on the
market, which we refer to as the listing requirement. Since our common shares, Series B Preferred Shares, Series C Preferred Shares and Series D Preferred Shares, which are our sole classes of issued and outstanding shares, were listed on the New
York Stock Exchange throughout 2015, we satisfied the listing requirement for 2015. We expect that we will continue to do so for subsequent years.
It is further required that with respect to each class of stock relied upon to meet the listing requirement (i) such class of the stock
is traded on the market, other than in minimal quantities, on at least 60 days during the taxable year or 1/6 of the days in a short taxable year; and (ii) the aggregate number of shares of such class of stock traded on such market is at least
10% of the average number of shares of such class of stock outstanding during such year or as appropriately adjusted in the case of a short taxable year. We believe our common shares, Series B Preferred Shares, Series C Preferred Shares and Series D
Preferred Shares satisfied the trading frequency and trading volume tests for 2015 and will also do so in subsequent years. Even if this were not the case, the regulations provide that the trading frequency and trading volume tests will be deemed
satisfied by a class of stock if, as we believe was the case with our common shares, Series B Preferred Shares, Series C Preferred Shares and Series D Preferred Shares in 2015 and we expect to be the case with our common shares, Series B Preferred
Shares, Series C Preferred Shares and Series D Preferred Shares in subsequent years, such class of stock is traded on an established market in the United States and such class of stock is regularly quoted by dealers making a market in such stock.
Notwithstanding the foregoing, the regulations provide, in pertinent part, that our common shares, Series B Preferred Shares, Series C
Preferred Shares and Series D Preferred Shares will not be considered to be regularly traded on an established securities market for any taxable year in which 50% or more of our outstanding common shares, Series B Preferred Shares,
Series C Preferred Shares and Series D Preferred Shares are owned, actually or constructively under specified stock attribution rules, on more than half the days during the taxable year by persons who each own 5% or more of our common shares, which
we refer to as the 5 Percent Override Rule.
For purposes of being able to determine the persons who own 5% or more of our
stock, or 5% Stockholders, the regulations permit us to rely on Schedule 13G and Schedule 13D filings with the SEC to identify persons who have a 5% or more beneficial interest in our common shares. The regulations further
provide that an investment company which is registered under the Investment Company Act of 1940, as amended, will not be treated as a 5% Stockholder for such purposes.
In the event the 5 Percent Override Rule is triggered, the regulations provide that the 5 Percent Override Rule will nevertheless not apply if
we can establish, in accordance with specified ownership certification procedures, that a sufficient portion of the common shares, Series B Preferred Shares, Series C Preferred Shares and Series D Preferred Shares within the closely-held block are
owned, actually or under applicable constructive ownership rules, by qualified shareholders for purposes of Section 883 to preclude the common shares, Series B Preferred Shares, Series C Preferred Shares and Series D Preferred Shares in the
closely-held block that are not so owned from constituting 50% or more of the our common shares, Series B Preferred Shares, Series C Preferred Shares and Series D Preferred Shares for more than half the number of days during the taxable year.
We do not believe that we were subject to the 5 Percent Override Rule for 2015. Therefore, we believe that we satisfied the Publicly-Traded
Test for 2015. However, there is no assurance that we will continue to satisfy
129
the Publicly-Traded Test. If we were to be subject to the 5 Percent Override Rule for any tax year, then our ability and that of our subsidiaries to qualify for the benefits of Section 883
would depend upon our ability to establish, in accordance with specified ownership certification procedures, that a sufficient portion of the common shares within the closely-held block are owned, actually or under applicable constructive ownership
rules, by qualified shareholders for purposes of Section 883, to preclude the common shares in the closely-held block that are not so owned from constituting 50% or more of the our common shares for more than half the number of days during the
tax year. Since there can be no assurance that we would be able to establish these requirements, there can be no assurance that we or our subsidiaries will qualify for the benefits of Section 883 for any subsequent tax year.
Taxation in Absence of Exemption
To the extent the benefits of Section 883 are unavailable, our U.S.-source shipping income, to the extent not considered to be
effectively connected with the conduct of a United States trade or business, as described below, would be subject to a 4% tax imposed by Section 887 of the Internal Revenue Code on a gross basis, without the benefit of deductions.
Since under the sourcing rules described above, we do not expect that more than 50% of our shipping income would be treated as being derived from United States sources, the maximum effective rate of United States federal income tax on our shipping
income would never exceed 2% under the 4% gross basis tax regime.
To the extent the benefits of the Section 883 exemption are
unavailable and our U.S.-source shipping income or that of any of our subsidiaries is considered to be effectively connected with the conduct of a United States trade or business, as described below, any such effectively
connected U.S.-source shipping income, net of applicable deductions, would be subject to the United States federal corporate income tax currently imposed at rates of up to 35%. In addition, we or our subsidiaries may be subject to the 30%
branch profits taxes on earnings effectively connected with the conduct of such trade or business, as determined after allowance for certain adjustments, and on certain interest paid or deemed paid attributable to the conduct of its
United States trade or business.
U.S.-source shipping income would be considered effectively connected with the conduct of a
United States trade or business only if:
|
|
|
We or one of our subsidiaries has, or is considered to have, a fixed place of business in the United States involved in the earning of shipping income; and
|
|
|
|
(i) in the case of shipping income other than that derived from bareboat charters, substantially all of our or such subsidiarys U.S.-source shipping income is attributable to regularly scheduled transportation,
such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States and (ii) in the case of shipping income from bareboat
charters, substantially all of our or such subsidiarys income from bareboat charters is attributable to a fixed place of business in the U.S.
|
We do not intend that we or any of our subsidiaries will have any vessel operating to the United States on a regularly scheduled basis. Based
on the foregoing and on the expected mode of our shipping operations and other activities, we believe that none of the U.S.-source shipping income of us or our subsidiaries will be effectively connected with the conduct of a United
States trade or business.
United States Taxation of Gain on Sale of Vessels
Regardless of whether we or our subsidiaries qualify for exemption under Section 883, we and our subsidiaries will not be subject to
United States federal income taxation with respect to gain realized on a sale of a vessel, provided the sale is considered to occur outside of the United States under United States federal income tax principles. In general, a sale of a vessel will
be considered to occur outside of the United States for this
130
purpose if title to the vessel, and risk of loss with respect to the vessel, pass to the buyer outside of the United States. It is expected that any sale of a vessel by us or our
subsidiaries will be considered to occur outside of the United States.
United States Holders
Distributions
Subject to
the discussion below under Passive Foreign Investment Company Considerations, distributions that we make with respect to the common shares, Series B Preferred Shares, Series C Preferred Shares and Series D Preferred Shares, other
than distributions in liquidation and distributions in redemption of stock that are treated as exchanges, will be taxed to United States holders as dividend income to the extent that the distributions do not exceed our current and accumulated
earnings and profits (as determined for United States federal income tax purposes). Distributions, if any, in excess of our current and accumulated earnings and profits will constitute a nontaxable return of capital to a United States holder and
will be applied against and reduce the United States holders tax basis in its common shares. To the extent that distributions in excess of our current and accumulated earnings and profits exceed the tax basis of the United States holder in its
common shares, Series B Preferred Shares, Series C Preferred Shares and Series D Preferred Shares, the excess generally will be treated as capital gain.
Qualifying dividends received by individuals are eligible for taxation at capital gains rates (currently 20% for individuals not eligible for
a lower rate). We are a non-United States corporation for U.S. federal income tax purposes. Dividends paid by a non-United States corporation are eligible to be treated as qualifying dividends only if (i) the non-United States corporation is
incorporated in a possession of the United States, (ii) the non-United States corporation is eligible for the benefits of a comprehensive income tax treaty with the United States or (iii) the stock with respect to which the dividends are
paid is readily tradable on an established securities market in the United States. We will not satisfy either of the conditions described in clauses (i) and (ii) of the preceding sentence. We expect that distributions on our
common shares, Series B Preferred Shares, Series C Preferred Shares and Series D Preferred Shares that are treated as dividends will qualify as dividends on stock that is readily tradable on an established securities market in the United
States so long as our common shares are traded on the New York Stock Exchange. In addition, dividends paid by a non-United States corporation will not be treated as qualifying dividends if the non-United States corporation is a passive
foreign investment company (a PFIC) for the taxable year of the dividend or the prior taxable year. Our potential treatment as a PFIC is discussed below under the heading Passive Foreign Investment Company
Considerations. A dividend will also not be treated as a qualifying dividend to the extent that (i) the shareholder does not satisfy a holding period requirement that generally requires that the shareholder hold the shares on which the
dividend is paid for more than 60 days during the 121-day period that begins on the date which is sixty days before the date on which the shares become ex-dividend with respect to such dividend, (ii) the shareholder is under an obligation to
make related payments with respect to substantially similar or related property or (iii) such dividend is taken into account as investment income under Section 163(d)(4)(b) of the Internal Revenue Code. Legislation has been proposed in the
United States Congress which, if enacted in its current form, would likely cause dividends on our shares to be ineligible for the preferential tax rates described above. There can be no assurance regarding whether, or in what form, such legislation
will be enacted.
Special rules may apply to any extraordinary dividend, generally a dividend in an amount which is equal to
or in excess of ten percent (in the case of our common shares) or five percent (in the case of our Series B Preferred Shares, Series C Preferred Shares or our Series D Preferred Shares) of a shareholders adjusted basis (or fair market value in
certain circumstances) in such shares paid by us. In addition, extraordinary dividends include dividends received within a one year period that, in the aggregate, equal or exceed 20% of a shareholders adjusted tax basis (or fair market value
in certain circumstances). If we pay an extraordinary dividend on our common shares and such dividend is treated as qualified dividend income, then any loss derived by a U.S. individual holder from the sale or exchange of
such common shares will be treated as long-term capital loss to the extent of such dividend.
131
Because we are not a United States corporation, a United States holder that is a corporation (or
a United States entity taxable as a corporation) will not be entitled to claim a dividends received deduction with respect to any distributions paid by us.
Dividend income derived with respect to the common shares generally will constitute portfolio income for purposes of the limitation on the use
of passive activity losses, and, therefore, generally may not be offset by passive activity losses, and, unless treated as qualifying dividends as described above, investment income for purposes of the limitation on the deduction of investment
interest expense. Dividends that we pay will not be eligible for the dividends received deduction generally allowed to United States corporations under Section 243 of the Internal Revenue Code.
For foreign tax credit purposes, if at least 50 percent of our stock by voting power or by value is owned, directly, indirectly or by
attribution, by United States persons, then, subject to the limitation described below, a portion of the dividends that we pay in each taxable year will be treated as U.S.-source income, depending in general upon the ratio for that taxable year of
our U.S.-source earnings and profits to our total earnings and profits. The remaining portion of our dividends (or all of our dividends, if we do not meet the 50 percent test described above) will be treated as foreign-source income and generally
will be treated as passive category income or, in the case of certain types of United States holders, general category income for purposes of computing allowable foreign tax credits for United States federal income tax purposes. However, if, in any
taxable year, we have earnings and profits and less than ten percent of those earnings and profits are from United States sources, then, in general, dividends that we pay from our earnings and profits for that taxable year will be treated entirely
as foreign-source income. Where a United States holder that is an individual receives a dividend on our shares that is a qualifying dividend (as described in the second preceding paragraph), special rules will apply that will limit the portion of
such dividend that will be included in such individuals foreign source taxable income and overall taxable income for purposes of calculating such individuals foreign tax credit limitation.
Sale or exchange
Subject
to the discussion below under Passive Foreign Investment Company Considerations, upon a sale or exchange of common shares, Series B Preferred Shares, Series C Preferred Shares or Series D Preferred Shares to a person other than us
or certain entities related to us, a United States holder will recognize gain or loss in an amount equal to the difference between the amount realized on the sale or exchange and the United States holders adjusted tax basis in the common
shares, Series B Preferred Shares, Series C Preferred Shares or Series D Preferred Shares. Any gain or loss recognized will be capital gain or loss and will be long-term capital gain or loss if the United States holder has held the common shares,
Series B Preferred Shares, Series C Preferred Shares or Series D Preferred Shares for more than one year.
Gain or loss realized by a
United States holder on the sale or exchange of common shares, Series B Preferred Shares, Series C Preferred Shares or Series D Preferred Shares generally will be treated as U.S.-source gain or loss for United States foreign tax credit purposes. A
United States holders ability to deduct capital losses against ordinary income is subject to certain limitations.
Passive
Foreign Investment Company Considerations
PFIC classification.
Special and adverse United States tax rules apply to a
United States holder that holds an interest in a PFIC. In general, a PFIC is any foreign corporation, if (1) 75 percent or more of the gross income of the corporation for the taxable year is passive income (the PFIC income test) or
(2) the average percentage of assets held by the corporation during the taxable year that produce passive income or that are held for the production of passive income is at least 50 percent (the PFIC asset test). In applying the
PFIC income test and the PFIC asset test, a corporation that owns, directly or indirectly, at least 25 percent by value of the stock of a second corporation must take into account its proportionate share of the second corporations income and
assets. Income we earn, or are deemed to earn, in connection with the performance of services will not constitute passive income. By contrast, rental income will generally constitute passive income (unless we are treated under certain special rules
as deriving our rental income in the active conduct of a trade or business).
132
If a corporation is classified as a PFIC for any year during which a United States person is a
shareholder, then the corporation generally will continue to be treated as a PFIC with respect to that shareholder in all succeeding years, regardless of whether the corporation continues to meet the PFIC income test or the PFIC asset test, subject
to elections to recognize gain that may be available to the shareholder.
There are legal uncertainties involved in determining whether
the income derived from time chartering activities constitutes rental income or income derived from the performance of services. In
Tidewater Inc. v. United States
, 565 F.2d 299 (5th Cir. 2009), the United States Court of Appeals for the
Fifth Circuit held that income derived from certain time chartering activities should be treated as rental income rather than services income for purposes of a foreign sales corporation provision of the Code. In a recent published guidance, however,
the Internal Revenue Service (the IRS) states that it disagrees with the holding in
Tidewater
, and specifies that time charters should be treated as service contracts. On this basis, we do not believe that we were treated as a
PFIC for our most recent taxable year or that we will be treated as a PFIC for any subsequent taxable year. This conclusion is based in part upon our beliefs regarding our past assets and income and our current projections and expectations as to our
future business activity, including, in particular, our expectation that the proportion of our income derived from bareboat charters will not materially increase. However, we have not sought, and we do not expect to seek, an IRS ruling on this
matter. As a result, the IRS or a court could disagree with our position. No assurance can be given that this result will not occur. In addition, although we intend to conduct our affairs in a manner to avoid, to the extent possible, being
classified as a PFIC with respect to any taxable year, we cannot assure you that the nature of our operations will not change in the future, or that we can avoid PFIC status in the future.
Consequences of PFIC Status.
As discussed below, if we were to be treated as a PFIC for any taxable year, a United States holder
generally would be subject to one of three different U.S. income tax regimes, depending on whether or not the United States holder makes certain elections. Additionally, the United States holder would be required to file an annual information report
with the IRS.
Taxation of United States Holders that Make No Election.
If we are treated as a PFIC for any taxable year during
which a United States holder holds our common shares, Series B Preferred Shares, Series C Preferred Shares or Series D Preferred Shares, then, subject to the discussion of the qualified electing fund (QEF) and mark-to-market rules below,
the United States holder will be subject to a special and adverse tax regime in respect of (1) gains realized on the sale or other disposition of our common shares, Series B Preferred Shares, Series C Preferred Shares or Series D Preferred
Shares and (2) distributions on our common shares, Series B Preferred Shares, Series C Preferred Shares or Series D Preferred Shares to the extent that those distributions are treated as excess distributions. An excess distribution generally
includes dividends or other distributions received from a PFIC in any taxable year of a United States holder to the extent that the amount of those distributions exceeds 125 percent of the average distributions made by the PFIC during a specified
base period (or, if shorter, the United States holders holding period for the shares). A United States holder that is subject to the PFIC rules (1) will be required to allocate excess distributions received in respect of our common
shares, Series B Preferred Shares, Series C Preferred Shares or Series D Preferred Shares and gain realized on the sale of common shares, Series B Preferred Shares, Series C Preferred Shares or Series D Preferred Shares to each day during the United
States holders holding period for the common shares, (2) will be required to include in income as ordinary income the portion of the excess distribution or gain that is allocated to the current taxable year and to certain pre-PFIC years,
and (3) will be taxable at the highest rate of taxation applicable to ordinary income for the prior years, other than pre-PFIC years, to which the excess distribution or gain is allocable, without regard to the United States holders other
items of income and loss for such prior taxable years (deferred tax). The deferred tax for each prior year will be increased by an interest charge for the period from the due date for tax returns for the prior year to the due date for
tax returns for the year of the excess distribution or gain, computed at the rates that apply to underpayments of tax. Pledges of PFIC shares will be treated as dispositions for purposes of the foregoing rules. In addition, a United States holder
who acquires common shares, Series B Preferred Shares, Series C Preferred Shares or Series D Preferred Shares from a decedent generally will not receive a stepped-up basis in the common shares, Series B Preferred Shares, Series C Preferred Shares or
Series D Preferred Shares.
133
Instead, the United States holder will have a tax basis in the common shares, Series B Preferred Shares, Series C Preferred Shares or Series D Preferred Shares equal to the lower of the fair
market value of the common shares, Series B Preferred Shares, Series C Preferred Shares or Series D Preferred Shares and the decedents basis.
If we are treated as a PFIC for any taxable year during which a United States holder holds our common shares, Series B Preferred Shares,
Series C Preferred Shares or Series D Preferred Shares and one of our subsidiaries also qualifies as a PFIC for such year, then such United States holder may also be subject to the PFIC rules with respect to its indirect interest in such subsidiary.
No mark-to-market election will be available with respect to the indirect interest in the shares of such subsidiary and we currently do not intend to comply with reporting requirements necessary to permit the making of QEF elections in such
circumstances.
Taxation of United States Holders that Make a QEF Election.
In some circumstances, a United States holder may avoid
the unfavorable consequences of the PFIC rules by making a QEF election with respect to us. A QEF election effectively would require an electing United States holder to include in income currently its pro rata share of our ordinary earnings and net
capital gain. However, a United States holder cannot make a QEF election with respect to us unless we comply with certain reporting requirements and we currently do not intend to provide the required information.
Taxation of United States Holders that Make a Mark-to-Market Election.
A United States holder that holds marketable stock
in a PFIC may, in lieu of making a QEF election, avoid some of the unfavorable consequences of the PFIC rules by electing to mark the PFIC stock to market as of the close of each taxable year. The common shares, Series B Preferred Shares, Series C
Preferred Shares or Series D Preferred Shares will be treated as marketable stock for a calendar year if the common shares, Series B Preferred Shares, Series C Preferred Shares or Series D Preferred Shares are traded on the New York Stock Exchange,
in other than de minimis quantities, on at least 15 days during each calendar quarter of the year. A United States holder that makes the mark-to-market election generally will be required to include in income each year as ordinary income an amount
equal to the increase in value of the common shares, Series B Preferred Shares, Series C Preferred Shares or Series D Preferred Shares for that year, regardless of whether the United States holder actually sells the common shares, Series B Preferred
Shares, Series C Preferred Shares or Series D Preferred Shares. The United States holder generally will be allowed a deduction for the decrease in value of the common shares, Series B Preferred Shares, Series C Preferred Shares or Series D Preferred
Shares for the taxable year, to the extent of the amount of gain previously included in income under the mark-to-market rules, reduced by prior deductions under the mark-to-market rules. Any gain from the actual sale of the PFIC stock will be
treated as ordinary income, and any loss will be treated as ordinary loss to the extent of net mark-to-market gains previously included in income and not reversed by prior deductions.
Other PFIC Elections
. If a United States holder held our stock during a period when we were treated as a PFIC, but the United States
holder did not have a QEF election in effect with respect to us, then in the event that we failed to qualify as a PFIC for a subsequent taxable year, the United States holder could elect to cease to be subject to the rules described above with
respect to those shares by making a deemed sale or, in certain circumstances, a deemed dividend election with respect to our stock. If the United States holder makes a deemed sale election, the United States holder will be
treated, for purposes of applying the rules described above under the heading consequences of PFIC status, as having disposed of our stock for its fair market value on the last day of the last taxable year for which we qualified as a
PFIC (the termination date). The United States holder would increase his, her or its basis in such common stock by the amount of the gain on the deemed sale described in the preceding sentence. Following a deemed sale election, the
United States holder would not be treated, for purposes of the PFIC rules, as having owned the common stock during a period prior to the termination date when we qualified as a PFIC.
If we were treated as a controlled foreign corporation for United States federal income tax purposes for the taxable year that
included the termination date, then a United States holder could make a deemed dividend election with respect to our common stock, Series B Preferred Shares, Series C Preferred Shares or Series D
134
Preferred Shares. If a deemed dividend election is made, the United States holder is required to include in income as a dividend his, her or its pro rata share (based on all of our stock held by
the United States holder, directly or under applicable attribution rules, on the termination date) of our post-1986 earnings and profits as of the close of the taxable year that includes the termination date (taking only earnings and profits
accumulated in taxable years in which we were a PFIC into account). The deemed dividend described in the preceding sentence is treated as an excess distribution for purposes of the rules described above under the heading consequences of PFIC
status. The United States holder would increase his, her or its basis in our stock by the amount of the deemed dividend. Following a deemed dividend election, the United States holder would not be treated, for purposes of the PFIC rules, as
having owned the stock during a period prior to the termination date when we qualified as a PFIC. For purposes of determining whether the deemed dividend election is available, we generally will be treated as a controlled foreign corporation for a
taxable year when, at any time during that year, United States persons, each of whom owns, directly or under applicable attribution rules, shares having 10% or more of the total voting power of our stock, in the aggregate own, directly or under
applicable attribution rules, shares representing more than 50% of the voting power or value of our stock.
A deemed sale or deemed
dividend election must be made on the United States holders original or amended return for the shareholders taxable year that includes the termination date and, if made on an amended return, such amended return must be filed not later
than the date that is three years after the due date of the original return for such taxable year. Special rules apply where a person is treated, for purposes of the PFIC rules, as indirectly owning our common stock.
You are urged to consult your own tax advisor regarding our possible classification as a PFIC, as well as the potential tax consequences
arising from the ownership and disposition, directly or indirectly, of interests in a PFIC.
Unearned Income Medicare Contribution
Tax
Certain United States holders that are individuals, estates or trusts are required to pay an additional 3.8% tax on, among
other things, dividends on and capital gains from the sale or other disposition of stock. You are encouraged to consult your own tax advisors regarding the effect, if any, of this tax on the ownership and disposition of our stock.
Additional Disclosure Requirement
U.S. individuals that hold certain specified foreign financial assets with value in excess of reporting thresholds of $50,000 or more (which
include shares in a foreign corporation) are subject to U.S. return disclosure obligations (and related penalties for failure to disclose). Such U.S. individuals are required to file IRS Form 8938, listing these assets, with their U.S. Federal
income tax returns. You are encouraged to consult your own tax advisors concerning the filing of IRS Form 8938.
Information
reporting and backup withholding
Payments of dividends and sales proceeds that are made within the United States or through
certain U.S.-related financial intermediaries generally are subject to information reporting and backup withholding unless (i) you are a corporation or other exempt recipient or (ii) in the case of backup withholding, you provide a correct
taxpayer identification number and certify that you are not subject to backup withholding.
The amount of any backup withholding from a
payment to you will be allowed as a credit against your United States federal income tax liability and may entitle you to a refund, provided that the required information is furnished to the Internal Revenue Service.
Available Information
We are subject to
the informational requirements of the Securities Exchange Act of 1934, as amended. In accordance with these requirements, we file reports and other information as a foreign private issuer with the
135
SEC. You may inspect and copy our public filings without charge at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information about the public reference room. You may obtain copies of all or any part of such materials from the SEC upon payment of prescribed fees. You may also inspect reports and other information regarding
registrants, such as us, that file electronically with the SEC without charge at a web site maintained by the SEC at
http://www.sec.gov
. In addition, material filed by Tsakos Energy Navigation can be inspected at the offices of the New York
Stock Exchange at 20 Broad Street, New York, New York 10005.
Item 11.
|
Quantitative and Qualit
ative Disclosures About Market Risk
|
Our risk management policy.
Our policy is to continuously monitor our exposure to business risks, including the impact of changes in
interest rates, currency rates, and bunker prices on earnings and cash flows. We intend to assess these risks and, when appropriate, enter into derivative contracts with creditworthy counter parties to minimize our exposure to these risks. As part
of our efforts to manage our risk, we have in the past entered into derivative contracts for both hedging and, periodically, trading purposes.
Each of the committees of the Board of Directors is responsible for the management of risk within their given areas. In particular, the
committees are expected to:
|
|
|
continuously review and assess all activities that may generate exposure to risk and ensure we are taking appropriate measures;
|
|
|
|
ensure that our policies and procedures for evaluating and managing risks are effective and do not significantly increase overall risk; and
|
|
|
|
assess the effectiveness of derivative contracts and recommend, if necessary, the early termination of any contract.
|
Our risk management policy provides for the following procedures:
|
|
|
All recommendations to enter into a derivative contract must originate either from qualified officers or directors of the company or from equivalent specialized officers of our commercial manager;
|
|
|
|
All recommendations to enter into a derivative contract must be reviewed by a combined team of officers and advice is taken, as applicable, from third-party sources (e.g., our bankers, other banks, bunker brokers,
insurers, etc.);
|
|
|
|
Any recommendation must be formalized into a specific proposal which defines the risks to be managed, the action to be implemented, and the benefits and potential risks of the proposed derivative contract, which
proposal shall be presented to the Risk Committee; and
|
|
|
|
All derivative contracts must be approved by the Risk Committee and be within the overall limits set by the board of directors.
|
The Audit Committee is responsible for:
|
|
|
overseeing the division of risk-related responsibilities among each of the Board committees as clearly as possible and performing a gap analysis to confirm that the oversight of any risk is not missed;
|
|
|
|
in conjunction with the full Board, approving the Company-wide risk management program; and
|
|
|
|
assessing whether the Companys technical and commercial managers have effective procedures for managing risks.
|
Interest rate risk
The Company is
exposed to market risk from changes in interest rates, which could impact its results of operations, financial condition and cash flow. The Company manages its ratio of fixed to floating rate debt with the objective of achieving a mix that reflects
managements interest rate outlook. As of March 31, 2016 we had a
136
notional amount of $213.2 million in effective hedging swaps and a further notional amount of $47.7 million in interest rate swaps that do not meet hedging criteria. The annualized impact
resulting from a 0.25% point increase in interest rates based on the notional amount at December 31, 2015 would be an increase of approximately $0.6 million in earnings and cash flow. An increase of 0.25% in interest rates will increase
our loan interest rate payments by $3.4 million based on the outstanding amounts as of December 31, 2015 and the loans scheduled for amortization as of that date.
The table below provides information about our financial instruments at December 31, 2015, which are sensitive to changes in interest
rates, including our debt and interest rate swaps. For debt obligations, the table presents principal cash flows and related weighted average interest rates by expected maturity dates. Weighted-average variable rates are based on the implied forward
rates in the yield curves at the reporting date. For interest rate swaps, the table presents notional amounts and weighted- average interest rates by expected contractual maturity dates. Notional amounts are used to calculate the contractual
payments to be exchanged under the contracts.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of
Dec. 31, 2015
|
|
|
Expected Maturities(1)
|
|
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|
Thereafter
|
|
|
|
(In millions of U.S. dollars, except percentages)
|
|
Long-Term Debt(5):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Rate Debt
|
|
|
32.1
|
|
|
|
10.6
|
|
|
|
10.6
|
|
|
|
8.1
|
|
|
|
2.8
|
|
|
|
|
|
|
|
|
|
Weighted Average Interest Rate
|
|
|
5.19
|
%
|
|
|
5.19
|
%
|
|
|
5.19
|
%
|
|
|
5.19
|
%
|
|
|
5.19
|
%
|
|
|
|
|
|
|
|
|
Variable Rate Debt(2)
|
|
|
1,368
|
|
|
|
309
|
|
|
|
191.5
|
|
|
|
278.2
|
|
|
|
175.5
|
|
|
|
137.3
|
|
|
|
276.5
|
|
Weighted Average Interest Rate
|
|
|
2.18
|
%
|
|
|
2.77
|
%
|
|
|
3.30
|
%
|
|
|
3.68
|
%
|
|
|
3.95
|
%
|
|
|
4.28
|
%
|
|
|
4.08
|
%
|
|
|
|
1,400.1
|
|
|
|
319.6
|
|
|
|
202.1
|
|
|
|
286.3
|
|
|
|
178.3
|
|
|
|
137.3
|
|
|
|
276.5
|
|
|
|
|
|
|
|
|
|
Interest Rate Swaps (or Derivatives):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swapsvariable to fixed(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional Amount at December 31, 2015
|
|
|
239.5
|
|
|
|
39.3
|
|
|
|
17.9
|
|
|
|
58.8
|
|
|
|
53.8
|
|
|
|
30.6
|
|
|
|
39.1
|
|
Average Pay Rate
|
|
|
2.80
|
%
|
|
|
3.06
|
%
|
|
|
2.67
|
%
|
|
|
2.60
|
%
|
|
|
2.60
|
%
|
|
|
2.48
|
%
|
|
|
2.48
|
%
|
Average Receive Rate
|
|
|
0.39
|
%
|
|
|
0.43
|
%
|
|
|
1.31
|
%
|
|
|
1.79
|
%
|
|
|
2.02
|
%
|
|
|
2.21
|
%
|
|
|
2.37
|
%
|
Cap and Floor Options(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional Amount
|
|
|
47.7
|
|
|
|
47.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Pay Rate(2)
|
|
|
4.58
|
%
|
|
|
4.67
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Receive Rate
|
|
|
0.36
|
%
|
|
|
0.53
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
287.2
|
|
|
|
87.0
|
|
|
|
17.9
|
|
|
|
58.8
|
|
|
|
53.8
|
|
|
|
30.6
|
|
|
|
39.1
|
|
(1)
|
These are the expected maturities based on the balances as of December 31, 2015.
|
(2)
|
Interest Payments on US Dollardenominated debt and interest rate swaps are based on LIBOR.
|
(3)
|
As of December 31, 2015 we had $239.5 million in effecting hedging swap and a further $47.7 million in interest rate swaps that do not meet hedging criteria.
|
Bunker price risk
The Company regularly
enters into bunker swap agreements in order to hedge its exposure to bunker price fluctuations associated with the consumption of bunkers by its spot trading vessels. During 2015, the Company entered into 17 call option agreements and paid a premium
on those call options of $1.4 million. During 2015, five call options expired. The 12 remaining call options covered 43,800 metric tons of bunker fuel, all of which expire at the end of 2016, apart from three options covering 9,000 tons in total,
which expire at the end of 2017. The market value of these 12 call options at December 31, 2015, amounted to $0.2 million. We estimate that for every $1.00 increase in the price of bunker fuel per metric ton, there would have been an annualized
decrease of earnings and cash flow by $0.2 million based on our bunker consumption of 2015.
137
Foreign exchange rate fluctuation
The currency the international tanker industry is primarily using is the U.S. dollar. Virtually all of our revenues are in U.S. dollars and the
majority of our operating costs are incurred in U.S. dollars. We incur certain operating expenses in foreign currencies, the most significant of which are in Euros. During fiscal 2015, approximately 27% of the total of our vessel and voyage costs
and overhead expenditures were denominated in Euro. Based on 2015 Euro expenditure, therefore, we estimate that for every 1% change in the Euro/U.S. dollar rate there would be a 0.3% impact on vessel operating expenses and minimal impact on other
cost categories apart from dry-docking which would depend on the location of the selected yard. However, we have the ability to shift our purchase of goods and services from one country to another and, thus, from one currency to another in order to
mitigate the effects of exchange rate fluctuations. We have a policy of continuously monitoring and managing our foreign exchange exposure. On occasion, we do directly purchase amounts of Euro with U.S. dollars, but to date, we have not engaged in
any foreign currency hedging transactions, as we do not believe we have had material risk exposure to foreign currency fluctuations.
Inflation
Although inflation has had a moderate impact on operating expenses, dry-docking expenses and corporate overhead, our management does
not consider inflation to be a significant risk to direct costs in the current and foreseeable economic environment. However, if inflation becomes a significant factor in the world economy, inflationary pressures could result in increased operating
and financing costs.
Item 12.
|
Descr
iption of Securities Other than Equity Securities
|
Not
Applicable.
138
The accompanying notes are an integral part of these consolidated financial statements.