Tsakos Energy Navigation (TNP) - 2024 Q4 - Annual Report

Forward-Looking Information This section outlines the company's forward-looking statements, which are based on current estimates and subject to various risks and uncertainties, with no obligation for future updates - This report contains forward-looking statements regarding future financial results, business strategy, market conditions, and other operational aspects, based on management's current estimates and subject to various risks and uncertainties[14][15] - Key factors that could cause actual results to differ include charter rate volatility, vessel supply and demand, geopolitical events, environmental regulations, financing availability, and interest rate fluctuations[16] - The company explicitly states it has no obligation to update or revise any forward-looking statements, cautioning readers not to place undue reliance on them[17] PART I Item 3. Key Information This section presents the company's capitalization as of December 31, 2024, and details significant risks across its industry, operations, management, and securities, including market cyclicality and geopolitical disruptions Capitalization This section details the company's financial structure, including cash, debt, and equity, as of December 31, 2024 Consolidated Capitalization as of December 31, 2024 | Metric | Amount (in thousands of U.S. Dollars) | | :--- | :--- | | Cash and Cash Equivalents | $343,373 | | Restricted Cash | $4,939 | | Total Cash | $348,312 | | Long-term secured debt obligations | $1,747,094 | | Total Stockholders' Equity | $1,767,197 | | Total Capitalization | $3,514,291 | Risk Factors The company faces diverse risks across industry, business, management, and securities, encompassing market volatility, geopolitical events, operational hazards, financing constraints, and potential conflicts of interest - Industry Risks: The tanker industry is cyclical and volatile, global economic disruptions pose significant threats, the business is highly dependent on crude oil and petroleum products, and an oversupply of vessels could cause charter rates to decline[29][33][37][45] - Business Risks: A decline in vessel values could affect loan covenant compliance, the company depends on charterers' commitments, significant leverage imposes financial restrictions, and inherent operational risks may not be fully covered by insurance[75][77][105][102] - Management & Securities Risks: Dependence on Tsakos Energy Management and Tsakos Shipping creates potential conflicts of interest, the Tsakos family exerts considerable influence, anti-takeover provisions could hinder acquisitions, and the company is exempt from certain NYSE governance standards as a foreign private issuer[36][116][118][141] - Tax Risks: The company could be subject to taxes in various jurisdictions, adversely affecting financial results, and PFIC classification would disadvantage U.S. investors[145][152] Item 4. Information on the Company Tsakos Energy Navigation Limited provides seaborne crude oil and petroleum product transportation, operating a modern 61-vessel fleet with 21 newbuildings, balancing long-term charters and spot market exposure under extensive regulations Business Overview and Fleet This section details the company's operational fleet composition and its ongoing newbuilding program as of April 4, 2025 - As of April 4, 2025, the company operated a fleet of 61 vessels, including 55 tankers, 2 LNG carriers, and 4 DP2 shuttle tankers, totaling approximately 7.5 million dwt[156] Operating Fleet Composition (as of April 4, 2025) | Vessel Type | Number of Vessels | | :--- | :--- | | VLCC | 3 | | Suezmax | 12 | | Aframax | 25 | | Aframax LR2 | 2 | | Panamax LR1 | 9 | | Handysize MR1 | 4 | | LNG carrier | 2 | | Shuttle DP2 | 4 | | Total | 61 | - The fleet is relatively modern, with an average age of 10.4 years as of April 4, 2025, compared to an industry average of 13.7 years[159] Newbuilding Program (as of April 4, 2025) | Vessel Type | Number of Vessels | Expected Delivery | | :--- | :--- | :--- | | MR Tankers | 2 | 2026 | | Suezmax DP2 Shuttle | 12 | 2025-2028 | | Suezmax Tankers | 2 | 2025 | | LR1 Tankers | 5 | 2027-2028 | | Total | 21 | | Fleet Deployment and Customers This section outlines the company's fleet employment strategy and identifies its major revenue-generating customers Fleet Employment Basis (% of Operating Days) | Employment Basis | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Time Charter—fixed rate | 55% | 46% | 37% | | Time Charter—variable rate and pool | 27% | 30% | 36% | | Period employment coa at variable rates | 2% | 1% | 2% | | Spot Voyage | 16% | 23% | 25% | - As of April 4, 2025, 82% of the fleet was employed at fixed rates, reflecting a strategy to secure stable income while maintaining flexibility[167] Top Customers by Revenue (FY 2024) | Customer | % of Revenue | | :--- | :--- | | Equinor | 16.64% | | Exxonmobil | 10.03% | | Flopec | 8.81% | Operations and Management This section describes the company's operational structure, highlighting its reliance on Tsakos Energy Management and Tsakos Shipping for key services - The company's operations are executed and supervised by Tsakos Energy Management, which subcontracts technical management to Tsakos Shipping and Trading S.A. (TST) and other third-party managers[171][175] Management Fees Paid to Tsakos Energy Management | Year | Amount (in millions of U.S. Dollars) | | :--- | :--- | | 2024 | $19.9 | | 2023 | $19.5 | | 2022 | $20.2 | - The company pays a chartering commission of 1.25% to Tsakos Shipping, with total chartering brokerage commissions of $9.7 million in 2024, and a 0.5% brokerage commission on vessel sales, totaling $1.2 million in 2024[179] Regulation The company's operations are heavily regulated by international, U.S., and EU laws, covering oil pollution, air emissions, ballast water, and vessel recycling, with new EU initiatives imposing carbon intensity costs - IMO Regulations: The company must comply with MARPOL Annex VI, mandating a global 0.5% sulfur cap on marine fuels and new measures like EEXI and CII to reduce GHG emissions[204][206] - U.S. Regulations: The U.S. Oil Pollution Act of 1990 (OPA 90) establishes a strict liability regime for oil spills in U.S. waters, requiring financial responsibility and approved vessel response plans[221][222] - EU Initiatives: The EU has expanded its Emissions Trading System (EU ETS) to include maritime transport from January 1, 2024, requiring allowances for CO2 emissions, and the FuelEU Maritime Regulation will set GHG intensity limits from 2025[257][259] Item 5. Operating and Financial Review and Prospects In 2024, the company's financial performance saw softened charter rates, with voyage revenues decreasing to $804.1 million and net income to $176.2 million, while maintaining strong liquidity and continuing fleet expansion Results from Operations—2024 The company's 2024 results show a normalization from 2023's peak, with decreased voyage revenues and net income, but positive market fundamentals and an average daily TCE rate of $32,550 Key Financial Results (2024 vs. 2023) | Metric | 2024 (in millions) | 2023 (in millions) | | :--- | :--- | :--- | | Voyage Revenues | $804.1M | $889.6M | | Operating Income | $278.6M | $391.5M | | Net Income (attributable to Company) | $176.2M | $300.2M | | Net Income per Share (basic & diluted) | $5.03 | $9.04 | Fleet Operational Data (2024 vs. 2023) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Average number of vessels | 61.8 | 59.5 | | Percentage utilization | 92.5% | 96.3% | | Average TCE per vessel per day (in U.S. Dollars) | $32,550 | $36,822 | - Key developments in 2024 included the delivery of seven new vessels, acquisition of two suezmax tankers, sale of five vessels, and payment of $44.8 million in common share dividends[329] Financial Analysis (2024 vs. 2023) In 2024, voyage revenues decreased 9.6% to $804.1 million due to softer rates, while operating expenses increased slightly and general and administrative expenses rose 36.3% due to stock compensation Voyage Revenues by Charter Type (2024) | Charter Type | U.S. $ million | % of total | | :--- | :--- | :--- | | Time charter-fixed rate | 350.1 | 44% | | Time charter-variable rate | 208.1 | 26% | | Voyage charter-spot market | 211.5 | 25% | | Other | 34.4 | 5% | | Total voyage revenue | 804.1 | 100% | - The average TCE rate decreased by 11.6% to $32,550 per day in 2024, driven by market softening across most vessel classes, except DP2 shuttle and panamax tankers[383] - Vessel operating expenses increased by 1.6% to $198.0 million, primarily due to a larger fleet and more dry-dockings, though the average daily operating expense per vessel decreased by 2.8% to $9,350[388][390] - General and administrative expenses rose by 36.3% to $45.4 million, largely due to an $8.1 million stock compensation expense recognized in 2024, which was absent in 2023[323][397] Liquidity and Capital Resources The company's liquidity is primarily from operations, with cash balances decreasing to $343.4 million at year-end 2024, while net cash used in investing activities was $441.6 million, and total debt increased to $1.76 billion Cash Flow Summary (2024 vs. 2023) | Cash Flow Activity | 2024 (in millions) | 2023 (in millions) | | :--- | :--- | :--- | | Net Cash from Operating Activities | $307.7 | $395.3 | | Net Cash used in Investing Activities | ($441.6) | ($137.4) | | Net Cash provided by (used in) Financing Activities | $105.5 | ($190.6) | - Total debt outstanding increased from $1.57 billion at year-end 2023 to $1.76 billion at year-end 2024, with a debt-to-capital ratio of 49.9%[435][446] - The company has significant future capital commitments, including $725.7 million in remaining yard installments for twelve vessels under construction as of December 31, 2024, and an additional $1.3 billion commitment for nine new shuttle tankers in March 2025[432][433] - In 2024, the company paid dividends of $1.50 per common share, totaling $44.8 million, and paid dividends on its Series E and Series F preferred shares[436][437] Item 6. Directors, Senior Management and Employees This section details the company's leadership, board structure, and compensation policies, noting the nine-member board with independent majority, key committees, and executive officers compensated primarily through the management company and equity awards Directors and Senior Management This section introduces the company's key leadership, including its Founder, CEO, Chairman, and other senior executives - The company is led by Founder and CEO Nikolas P. Tsakos and Chairman Efstratios Georgios (Takis) Arapoglou, with a senior management team comprising experienced executives in operations, finance, and marine services[454][455][456] Board of Directors and Committees This section describes the composition and structure of the company's Board of Directors and its key committees - The Board of Directors consists of nine members, with a majority independent under NYSE standards, and is classified with one-third of non-executive directors retiring by rotation annually[467][468] - The Board has four key committees: Audit; Corporate Governance, Nominating and Compensation; Business Development and Capital Markets; and Operational, Safety and Environmental (OSE)[476] - The Audit Committee is composed entirely of independent directors, and all members qualify as "audit committee financial experts"[479][480] Compensation and Equity Plans This section details the compensation structure for directors and management, including cash payments, management incentive awards, and the new equity incentive plan adopted in 2024 - Non-executive directors received aggregate cash compensation of $685,000 in 2024, while executive officers are employees of the management company and not directly compensated by the company[485][488] - A management incentive award of $7.0 million was granted to Tsakos Energy Management in 2024, based on performance criteria[489] - A new equity incentive plan (the "2024 Plan") was adopted, permitting grants of up to 1,000,000 common shares, with 625,000 restricted common shares granted in 2024 resulting in an $8.1 million stock-based compensation expense[493][496] Item 7. Major Shareholders and Related Party Transactions This section details the company's major shareholders and extensive related party transactions with Tsakos family-affiliated entities, including management, chartering, insurance, and travel services Related Party Transactions This section itemizes the charges incurred from various related parties for services such as commissions, management fees, insurance, and travel Charges by Related Parties (in thousands of U.S. dollars) | Related Party | Service | 2024 (in thousands of U.S. dollars) | 2023 (in thousands of U.S. dollars) | | :--- | :--- | :--- | :--- | | Tsakos Shipping and Trading S.A. | Commissions & Special Charges | $13,047 | $13,077 | | Tsakos Energy Management Limited | Management Fees | $19,880 | $19,503 | | Argosy Insurance Company Limited | Insurance Premiums | $16,727 | $14,420 | | AirMania Travel S.A. | Travel Services | $7,027 | $6,589 | | Total Expenses with Related Parties | | $56,681 | $54,156 | - The management agreement with Tsakos Energy Management has a ten-year term that renews annually, including a termination clause that could result in a significant payment of approximately $166.7 million as of December 31, 2024, upon a change in board control[505] Major Shareholders This section identifies the significant beneficial owners of the company's common shares, primarily entities affiliated with the Tsakos family - As of April 4, 2025, entities affiliated with the Tsakos family and Tsakos Holdings Foundation beneficially own a significant portion of the company's common shares, with stakes ranging from 2.4% to 10.7%[513][523] - As of April 4, 2025, the company had 30,127,603 common shares outstanding, with approximately 99.5% held by CEDEFAST as nominee for the Depository Trust Company[512][517] Item 8. Financial Information This section confirms the inclusion of full financial statements in Item 18, notes no material changes or litigation, and outlines the company's dividend policy for common and preferred shares, subject to board discretion and financial constraints Item 9. The Offer and Listing The company's common shares are listed on the NYSE and Bermuda Stock Exchange, with the NYSE ticker changing to "TEN" on July 1, 2024, and its Series E and F Preferred Shares also listed on the NYSE Item 10. Additional Information This section details the company's share capital, Bermuda law governance, significant anti-takeover provisions, and material U.S. federal and Bermuda tax considerations for the company and its shareholders Description of Share Capital This section outlines the company's authorized and outstanding common and preferred share capital, including key terms for its Series E and F Preferred Shares Authorized and Outstanding Share Capital (as of April 4, 2025) | Share Class | Authorized | Outstanding | | :--- | :--- | :--- | | Common Shares ($5.00 par) | 60,000,000 | 30,127,603 | | Preferred Shares ($1.00 par) | 25,000,000 | - | | - Series E Preferred | 5,400,000 (designated) | 4,745,947 | | - Series F Preferred | 8,100,000 (designated) | 6,747,147 | - Series E Preferred Shares: Pay a fixed rate of 9.25% until May 28, 2027, then switch to a floating rate based on discontinued LIBOR, expected to remain at the prior fixed rate[535] - Series F Preferred Shares: Pay a fixed rate of 9.50% until July 30, 2028, then switch to a floating rate expected to be based on a SOFR replacement rate[536] Bermuda Law and Anti-Takeover Provisions This section discusses the company's governance under Bermuda law and details its anti-takeover provisions, including a classified board and voting restrictions - The company is governed by the Companies Act 1981 of Bermuda, which differs from U.S. corporate law in areas such as shareholder rights, derivative actions, and director duties[537] - The company's Bye-laws include several anti-takeover provisions, such as a classified board of directors, super-majority voting requirements for certain actions, and restrictions on business combinations with "interested persons" (owners of 15% or more)[553][554][555] - A shareholder acquiring 15% or more of voting shares will have their voting rights for shares above that threshold suspended for five years, unless approved by the board or a super-majority of shareholders[557] Tax Considerations This section outlines the company's tax status in Bermuda and the U.S., including the impact of new Bermuda corporate income tax and the implications of Passive Foreign Investment Company (PFIC) status for U.S. investors - Bermuda Tax: The company is not currently subject to income, profits, or withholding tax in Bermuda, but a new Corporate Income Tax Act taking effect in 2025 will impose a 15% tax on Bermuda entities of large multinational groups, though material tax liabilities are not expected due to its holding company structure[565][566][567] - U.S. Federal Income Tax: The company believes it is exempt from U.S. federal income tax on its U.S.-source shipping income under Section 883 of the Internal Revenue Code by satisfying the "Publicly-Traded Test," otherwise it would face a 4% gross basis tax[576][579][588] - Passive Foreign Investment Company (PFIC): The company does not believe it was a PFIC for 2024 and does not expect to be one in the future, as PFIC classification would result in adverse U.S. tax consequences for U.S. shareholders[601][603] Item 11. Quantitative and Qualitative Disclosures About Market Risk The company faces market risks from variable-rate debt, bunker prices, and foreign exchange, which it manages with derivatives, noting a 0.25 percentage-point interest rate increase would raise annual interest payments by an estimated $4.4 million PART II Item 15. Controls and Procedures Management, including the CEO and CFO, concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2024, supported by an independent auditor's attestation Item 16. Other Information This section covers governance, identifying Audit Committee financial experts, confirming a code of ethics, detailing €724,500 in audit fees to Ernst & Young (Hellas) in 2024, disclosing NYSE governance differences, and discussing cybersecurity risk management Item 16C. Principal Accountant Fees and Services This section details the fees paid to the principal accountant, Ernst & Young (Hellas), for audit and other services in 2024 and 2023 Principal Accountant Fees (Ernst & Young (Hellas)) | Fee Category | 2024 (in Euros) | 2023 (in Euros) | | :--- | :--- | :--- | | Audit Fees | €724,500 | €693,000 | | Audit-Related Fees | €0 | €0 | | Tax Fees | €0 | €0 | | All Other Fees | €0 | €0 | Item 16K. Cybersecurity This section describes the company's cybersecurity risk management framework, emphasizing employee training, technical safeguards, and management oversight - The company has integrated cyber risk management into its safety management system, focusing on employee training, technical safeguards, monitoring, and third-party evaluations, with the IT department managing the program under management and Audit Committee oversight[666][668][669] PART III Item 18. Financial Statements This section presents the company's consolidated financial statements for 2022-2024, audited by Ernst & Young (Hellas) with an unqualified opinion, highlighting vessel impairment assessment as a critical audit matter due to judgment and estimation uncertainty Report of Independent Registered Public Accounting Firm This section presents the independent auditor's unqualified opinion on the consolidated financial statements and internal control over financial reporting, identifying vessel impairment as a critical audit matter - The independent auditor, Ernst & Young (Hellas), issued an unqualified opinion on the consolidated financial statements and on the effectiveness of the company's internal control over financial reporting as of December 31, 2024[686][696] - The critical audit matter identified was the assessment of impairment indicators for vessels, deemed complex due to significant judgment required for evaluating market conditions and assessing potential impairment triggers[690][692] Consolidated Financial Statements This section presents the company's key consolidated financial statements, including balance sheet and comprehensive income highlights for recent fiscal years Consolidated Balance Sheet Highlights (as of Dec 31) | Account | 2024 (in thousands) | 2023 (in thousands) | | :--- | :--- | :--- | | Total Current Assets | $451,803 | $509,336 | | Vessels' Net Book Value | $2,919,783 | $2,600,021 | | Total Assets | $3,706,522 | $3,364,090 | | Total Current Liabilities | $408,519 | $323,202 | | Long-Term Debt & Other Financial Liabilities | $1,495,342 | $1,370,683 | | Total Stockholders' Equity | $1,767,197 | $1,652,647 | Consolidated Statement of Comprehensive Income Highlights | Account | 2024 (in thousands) | 2023 (in thousands) | 2022 (in thousands) | | :--- | :--- | :--- | | Voyage Revenues | $804,061 | $889,566 | $860,400 | | Total Expenses | $525,503 | $498,067 | $604,047 | | Operating Income | $278,558 | $391,499 | $256,353 | | Net Income | $181,630 | $305,084 | $208,466 | Notes to Consolidated Financial Statements The notes detail accounting policies, including revenue recognition and impairment testing, and provide specifics on related party transactions, debt covenants, lease obligations, and newbuilding commitments, noting a $26.4 million impairment charge in 2023 with none in 2024 - Impairment: The company recorded an impairment charge of $26.4 million in 2023 for the LNG carrier Neo Energy, with no impairment charge recorded in 2024[819] - Debt: As of December 31, 2024, the company had $1.61 billion in outstanding bank loans and was in compliance with all financial covenants, including leverage and minimum liquidity requirements[822][833] - Commitments: As of December 31, 2024, the company had remaining contractual payments of $725.7 million for twelve vessels under construction[869] - Related Parties: The company details extensive transactions with related parties, including management fees of $19.9 million to Tsakos Energy Management in 2024, chartering commissions of $9.7 million to TST in 2024, and insurance premiums of $15.2 million to Argosy in 2024[783][795][796]