Tsakos Energy Navigation Ltd 20-F for FY2024
Tsakos Energy Navigation Ltd (TEN)
About this 20-F
Tsakos Energy Navigation Ltd filed this 20-F on April 11, 2025, covering the fiscal year ended December 31, 2024 (FY2024).
Headline figures
Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $804.06M
- down 9.6% from $889.57M a year earlier
- Net income
- $176.23M
- down 41.3% from net income of $300.18M a year earlier
- Diluted EPS
- $5.03
- down 44.4% from $9.04 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
OR
FOR THE FISCAL YEAR ENDED
OR
OR
Date of event requiring this shell company report
For the transition period from to
Commission file number
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
(Jurisdiction of incorporation or organization)
011-30210-9407710
(Address of principal executive offices)
Telephone:
E-mail: ten@tenn.gr
Facsimile: 011-30210-9407716
(Name, Address, Telephone Number, E-mail and Facsimile Number of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
value $1.00 per share |
||
value $1.00 per share |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
As of December 31, 2024, there were of the registrant’s Common Shares, 4,745,947 Series E Preferred Shares and 6,747,147 Series F 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 ☐
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 ☐
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report Yes
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b) ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ | Other ☐ |
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 ☐
TABLE OF CONTENTS
| i |
FORWARD-LOOKING INFORMATION
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:
| • | future operating or financial results and future revenues and expenses; |
| • | future, pending or recent business and vessel acquisitions, business strategy, areas of possible expansion and expected capital spending and our ability to fund such expenditures; |
| • | operating expenses including the availability of key employees, crew, length and number of off-hire days, dry-docking requirements and fuel and insurance costs; |
| • | general market conditions and shipping industry trends, including charter rates, vessel values and factors affecting supply and demand of crude oil, petroleum products and LNG, including the impact of the conflict in Ukraine and related sanctions and the impact of tariffs imposed by the U.S. and other countries; |
| • | our financial condition and liquidity, including our ability to make required payments under our credit facilities, comply with our loan covenants and obtain additional financing in the future to fund capital expenditures, acquisitions and other corporate activities, as well as higher inflation and increasing interest rate levels; |
| • | the overall health and condition of the U.S. and global financial markets, including the value of the U.S. dollar relative to other currencies; |
| • | the carrying value of our vessels and the potential for any asset impairments; |
| • | our expectations about the time that it may take to construct and deliver new vessels or the useful lives of our vessels; |
| • | our continued ability to enter into period time charters with our customers and secure profitable employment for our vessels in the spot market; |
| • | the ability and willingness of our counterparties, including our charterers and shipyards, to honor their contractual obligations; |
| • | our expectations relating to dividend payments and ability to make such payments; |
| • | our ability to leverage to our advantage the relationships and reputation of Tsakos Shipping & Trading S.A. within the shipping industry; |
| • | our anticipated general and administrative expenses; |
| • | environmental and regulatory conditions, including changes in laws and regulations or actions taken by regulatory authorities; |
| • | risks inherent in vessel operation, including terrorism, piracy and discharge of pollutants; |
| • | potential liability from future litigation; |
| • | global and regional political conditions; |
| • | tanker, product carrier and LNG carrier supply and demand; and |
| • | other factors discussed in the “Risk Factors” described in Item 3 of this Annual Report on Form 20-F. |
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 management’s 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 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.
PART 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 Directors, Senior Management and Advisers
Not Applicable.
Item 2. Offer Statistics and Expected Timetable
Not Applicable.
Item 3. Key Information
Capitalization
The following table sets forth our (i) cash and cash equivalents, (ii) restricted cash and (iii) consolidated capitalization as of December 31, 2024. 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.
| In thousands of U.S. Dollars | As of December 31, 2024 | |
| Cash | ||
| Cash and cash equivalents | $ | 343,373 |
| Restricted cash | 4,939 | |
| Total cash | 348,312 | |
| Capitalization | ||
| Debt: | ||
| Long-term secured debt obligations and other financial liabilities (including current portion) 1 | $ | 1,747,094 |
| Stockholders’ equity: | ||
| Preferred shares, $1.00 par value; 25,000,000 shares authorized, 4,745,947 Series E Preferred Shares and 6,747,147 Series F Preferred Shares issued and outstanding | 11,493 | |
| Common shares, $5.00 par value; 60,000,000 shares authorized; 30,805,776 shares issued, and 30,127,603 shares outstanding | 151,541 | |
| Additional paid-in capital | 919,718 | |
| Cost of treasury stock | (6,791) | |
| Accumulated other comprehensive loss | (904) | |
| Retained earnings | 652,651 | |
| Non-controlling interest | 39,489 | |
| Total stockholders’ equity | 1,767,197 | |
| Total capitalization | $ | 3,514,291 |
| 1 Obligations under operating leases are not included. |
Reasons for the Offer and Use of Proceeds
Not Applicable.
Risk Factors
Summary of Risk Factors
An investment in our common shares or preferred shares is subject to a number of risks, including risks related to our industry, business and corporate structure. The following summarizes some, but not all, of these risks. Please carefully consider all of the information discussed in “Item 3. Key Information— Risk Factors” in this annual report for a more thorough description of these and other risks.
Risks Related To Our Industry
| • | The tanker industry is cyclical, resulting in charter rates that can be volatile. Poor charter markets for crude oil and product tankers may adversely affect our future revenues and earnings. |
| • | Disruptions in global economic conditions, including as a result of the conflicts in Ukraine and the Middle East, as well as protectionist trade measures, including the tariffs recently imposed by the U.S. and retaliatory tariffs from other countries, and other governmental action, including related to tariffs imposed by the United States, could have a material adverse impact on our results of operations, financial condition, cash flows and share price. |
| • | The tanker industry is highly dependent upon the crude oil and petroleum products industries, with the level of availability and demand for oil and petroleum products impacting demand for tankers and, in turn, charter rates. |
| • | An increase in the supply of vessels could cause charter rates to decline, adversely affecting our results. |
| • | We face substantial competition for charters, including from state and independent oil companies. |
| • | We operate internationally, and terrorist attacks, international hostilities, economic sanctions and economic conditions could adversely affect our business. |
| • | Failure to comply with the U.S. Foreign Corrupt Practices Act and other anti-bribery legislation could result in fines, criminal penalties, contract terminations and adversely affect our business. |
| • | We are subject to regulation and liability under environmental, health and safety laws that could require significant expenditures, including with respect to climate change and greenhouse gas emissions, and customers and investors’ concerns related thereto. |
| • | Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to ESG policies may impose additional costs on us or expose us to additional risks. |
Risks Related To Our Business
| • | A decline in the future value of our vessels could affect our ability to comply with various covenants in our credit facilities, which are secured by mortgages on our subsidiaries’ vessels. |
| • | Charters at attractive rates may not be available when our current time charters expire. |
| • | We are dependent on the ability and willingness of our charterers to honor their commitments to us for substantially all our revenues. |
| • | Contracts for newbuilding vessels present certain economic and other risks. |
| • | Credit conditions internationally might impact our ability to raise debt financing. |
| • | The future performance of our subsidiaries’ LNG carriers depends on continued growth in LNG production and demand for LNG and LNG shipping, which could be significantly affected by volatile natural gas prices and demand for natural gas, and the supply of LNG carriers. |
| • | Our growth in shuttle tankers depends partly on continued growth in demand for offshore oil transportation, processing and storage services. |
| • | Fuel prices may adversely affect our profits. |
| • | The shipping industry has inherent operational risks that may not be adequately covered by our insurance. |
| • | Failure to protect our information systems against security breaches could adversely affect our business and financial results. Additionally, if these systems fail or become unavailable for any significant period, our business could be harmed. |
| • | Our degree of leverage and certain restrictions in our financing agreements impose constraints on us. |
| • | We are exposed to volatility in SOFR and selectively enter into derivative contracts, which can result in higher than market interest rates and charges against our income. |
| • | Inflation could adversely affect our business and financial results by increasing the costs of operating our business |
| • | Because some of our subsidiaries’ vessels’ expenses are incurred in foreign currencies, we are exposed to exchange rate risks |
| • | The Tsakos Holdings Foundation and the Tsakos family, who own a significant percentage of our common shares, can exert considerable influence over us, which may limit your ability to influence our actions. |
Risks Related to Our Management Arrangements
| • | We depend on Tsakos Energy Management and Tsakos Shipping to manage our business, as we do not have the employee infrastructure to manage our operations and have no physical assets. |
| • | Tsakos Shipping could experience conflicts of interests in performing obligations owed to us and the operators of other tankers, including tankers that clients of Tsakos Shipping have acquired. |
| • | Our chief executive officer has affiliations with Tsakos Energy Management and Tsakos Shipping, which could create conflicts of interest. |
Risks Related To Our Common and Preferred Shares
| • | Future sales of our shares in the public market could cause the market price of our shares to decline. |
| • | We may not be able to pay cash dividends on our common shares or preferred shares as intended if market conditions change. |
| • | Our preferred shares represent perpetual equity interests and holders have no right to receive any greater payment than the liquidation preference regardless of the circumstances. |
| • | Holders of our preferred shares have extremely limited voting rights. |
| • | Market interest rates may adversely affect the value of our Series E Preferred Shares and Series F Preferred Shares. |
| • | Provisions in our Bylaws 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. |
| • | Because we are a Bermuda company you may not have the same rights as a shareholder in a U.S. corporation. |
| • | As “foreign private issuer” under NYSE rules 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. |
Tax Risks
| • | If we became subject to tax in jurisdictions in which we operate, our financial results would be adversely affected. |
| • | If we were treated as a passive foreign investment company, a U.S. investor in our shares would be subject to disadvantageous rules under U.S. tax laws. |
Risks Related To Our Industry
The tanker industry is cyclical, resulting in charter rates that can be volatile. Poor charter markets for crude oil and product tankers may adversely affect our future revenues and earnings.
The tanker industry is historically cyclical, resulting in volatility in charter rates, and, in turn, our revenue and earnings. The typical cycle is partially the result of fluctuations in the number of tankers available in the market, which determines the overall supply of tankers competing for charters. The number of tankers in the market changes as a result of new deliveries to the market, offset by vessels demolished or converted due to technical obsolescence, as well as changes in the number of vessels occupied on long-distance travel or delayed by geopolitical events. The cycle is also impacted by demand for charter hires resulting from material changes in the supply of and demand for oil due primarily to fluctuations in the price of oil and to geopolitical factors. As of April 4, 2025, half of the vessels owned by our subsidiary companies were employed under charters based upon prevailing market rates (including time charters with a profit share component), and the remaining vessels were employed on time charters which, if not extended, are scheduled to expire on various dates between April 2025 and April 2038, including twenty-one which are scheduled to expire within 2025.
After declining significantly from 2016 through most of 2018, adversely affecting our revenues, profitability and cash flows, tanker charter rates improved significantly in the latter part of 2019 and stayed strong through the first half of 2020 due mainly to a strong demand for floating oil storage brought about by low oil prices. However, stagnant demand for oil induced by the COVID-19 pandemic and the release of inventory from storage caused a dramatic fall in tanker rates in the second half of 2020 which continued through 2021 and through the first half of 2022, before increasing significantly since such time through the date of this Annual Report. The current crisis in Ukraine that started during the first quarter of 2022, has created a global redrawing of trade routes leading to an increase in the length of oil tanker voyages and sanctions have resulted in elimination of some vessels that are engaged in sanctioned activity from the available fleet. While the conflict in Ukraine is disrupting energy production and trade patterns and its impact on energy prices and tanker charter rates, which initially have increased, is uncertain. The factors influencing the supply of and demand for tanker shipping capacity are outside of our control, and we may not be able to correctly assess the nature, timing and degree of changes in industry conditions. The effective supply of tankers has been impacted in recent years by the impact of sanctions and trade pattern disruptions, including vessels currently continuing to reroute away from the Red Sea, Gulf of Aden and Suez Canal due to Houthi attacks on ships. These factors resulted in fleet inefficiencies and support for tanker charter rates, which may not continue.
If rates in the charter market were to decline and remain at low levels for any significant period in 2024, it will have an adverse effect on our revenues, profitability and cash flows. Declines in prevailing charter rates also affect the value of our vessels, which are correlated to the trends of charter rates, and could affect our ability to comply with our loan covenants.
Disruptions in global economic conditions, including due to the conflict in Ukraine and the Middle East, and protectionist trade measures such as tariffs and other governmental action in the United States and in other parts of the world could have a material adverse impact on our results of operations, financial condition, cash flows and share price.
Global economic conditions impact worldwide demand for energy and commodities and, thus, tanker shipping. The current macroeconomic environment is characterized by significant inflation, causing the U.S. Federal Reserve and other central banks to increase interest rates, which may raise the cost of capital, increase operating costs and reduce economic growth, disrupting global trade and shipping. Political events such as the continued and escalating global trade war between the U.S. and China, expansion of U.S. tariffs and trade protectionism policies to other countries, including Canada, Mexico and the E.U., and other policies that the new U.S. administration has stated, such as demands related to the operation of the Panama Canal, as well as ongoing conflicts throughout the world, such as those in Ukraine and in the Middle East, including Houthi attacks on ships in the Red Sea and the Gulf of Aden, may disrupt global supply chains and negatively impact globalization and global economic growth. Weakened global economic conditions could disrupt financial markets, and may lead to weaker energy demand in the European Union, the United States and other parts of the world which could have a material adverse effect on our business.
Beginning in February of 2022, President Biden and several European leaders announced various economic sanctions against Russia in connection with the aforementioned conflicts in the Ukraine region and continue to remain in effect, which may adversely impact our business. Our business could also be adversely impacted by trade tariffs, trade embargoes or other economic sanctions that limit trading activities by the United States or other countries against countries in the Middle East, Asia or elsewhere as a result of terrorist attacks, hostilities or diplomatic or political pressures. On March 8, 2022, President Biden issued an executive order, which still remains in effect, prohibiting the import of certain Russian energy products into the United States, including crude oil, petroleum, petroleum fuels, oils, liquefied natural gas and coal. Additionally, the executive order prohibits any investments in the Russian energy sector by US persons, among other restrictions both to common and preferred shareholders.
In addition, the exit of the UK from the European Union and the possible need of realignment of trading patterns as a consequence, as well as continued turmoil and hostilities in Ukraine and the Middle East or potential hostilities elsewhere in the world and additional public health emergencies or natural disasters, could contribute to volatility in the global financial markets. These circumstances, along with the re-pricing of credit risk and the reduced participation 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.
Our operations expose us to the risk that increased trade protectionism from the United States, China or other nations adversely affect world oil and petroleum markets and in turn the demand for energy shipping. Restrictions on imports, including in the form of tariffs, could have a major impact on global trade and demand for shipping. Tensions over trade and other matters remain high between the U.S. and China. In recent years, the United States instituted large tariffs on a wide variety of goods, including from China, which led to retaliatory tariffs from leaders of other countries including China, and the new U.S. administration, led by President Trump, has announced the intention to use tariffs extensively as a policy tool. The United States has recently imposed blanket 10% tariffs on virtually all imports to the U.S. and significantly higher tariffs applicable to imports from many countries, including tariffs aggregating 145% on imports from China, which have resulted in other countries imposing additional tariffs on imports from the U.S., including additional tariffs of 125% on imports from the U.S., announced by China, and is likely to continue to result in more retaliatory tariffs. On April 9, 2025, the U.S. announced a temporary pause on its tariffs applicable to many countries, while increasing the tariffs applicable to imports from China. The new U.S. administration has threatened to continue to broadly impose tariffs, which could lead to corresponding punitive actions by the countries with which the U.S. trades. The U.S. has also recently threatened to increase port fees for Chinese-built or owned ships, including for a vessel operator whose fleet includes one or more Chinese-built vessels or that has newbuilding orders at a Chinese shipyard. The proposal of the U.S. trade representative (USTR), if adopted as proposed, would require Chinese shipping companies to pay up to $1 million per port call and those operating Chinese-built vessels to be charged up to $1.5 million per U.S. port call, depending on the percentage of vessels in their fleet built at Chinese shipyards or newbuilding orders with Chinese shipyards. It is unknown whether and to what extent these new port fees on Chinese shipping companies and vessels will be adopted, or the effect that they would have on us or our industry generally. These policy pronouncements have created significant uncertainty about the future relationship between the United States and China, Canada, Mexico, the E.U. and other exporting countries, including with respect to trade policies, treaties, government regulations and tariffs, and has led to concerns regarding the potential for an extended trade war. Protectionist developments, or the perception they may occur, may have a material adverse effect on global economic conditions, and may significantly reduce global trade and, in particular, trade between the United States and other countries, including China, which could adversely and materially affect our business, results of operations, and financial condition.
The tanker industry is highly dependent upon the crude oil and petroleum products industries, with the level of availability and demand for oil and petroleum products impacting demand for tankers and, in turn, charter rates.
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 because 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; |
| • | environmental factors; |
| • | natural catastrophes; |
| • | terrorist acts; |
| • | weather; and |
| • | changes in seaborne and other transportation patterns. |
Despite turbulence in the world economy at times in recent years, worldwide demand for oil and oil products has continued to rise; however, the COVID-19 pandemic caused demand for oil and oil products to stagnate for an extended period of time. In the event that an economic slowdown results in a persistent stagnation or decline in demand and the long-term trend falters, the production of and demand for crude oil and petroleum products will 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, as was case from the second half of 2020 until the second quarter of 2022. Also, if oil prices decline to uneconomic levels for producers, whether as a result of global economic weakness resulting from the escalating trade wars resulting from U.S. tariff announcements or otherwise, it may lead to declining output. As a result of any reduction in demand or output, the charter rates that we earn from our vessels employed on charters related to market rates may decline, and possibly remain at low levels for a prolonged period, as was the case for most periods during the preceding ten years.
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 due to 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 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 global supply of vessels, or specifically in a particular category of vessel, without an increase in demand for such vessels could cause global charter rates to decline, or rates for a particular category of vessel 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 newly constructed vessels and decreases with the scrapping or conversion 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 14% of the existing world tanker fleet at the beginning of March 2025, by number of vessels, with a significant amount of these newbuilding vessels scheduled to be delivered in 2026. No assurance can be given that the order book will not increase further in proportion to the existing fleet. If vessel 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 decline in 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, dual-fuel LNG powered aframax, panamax and handysize tankers, as well as owners in the DP2 shuttle tanker and LNG markets, which are other independent tanker companies, as well as state 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, installation of required or technically up to date equipment and the acceptability of the available tankers and their operators to potential charterers.
Acts of piracy on ocean-going vessels could 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. In addition, more recently, there has been an apparent attempted hijack of a tanker by stowaways off the UK coast, requiring military intervention by British special forces. If piracy attacks or vessel hijacks 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, including those related to the conflict in Ukraine, 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 conflicts in Iraq, Syria, Azerbaijan and Yemen. Armed conflicts with insurgents and others continue, as well, in Chad and Libya, and political unrest and instability have adversely affected the infrastructure and economic stability of Venezuela, each of which is a major oil exporting country. In addition, tension and instability in the Persian Gulf and Red Sea, a vital passageway for international oil shipment, may adversely affect the future export of oil around the region.
Any such hostility or instability 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.
Furthermore, Russia’s invasion of Ukraine, and sanctions subsequently announced by the United States, the EU and several European and other nations against Russia and any further sanctions, including any sanctions or restrictions affecting companies with Russian connections or the Russian energy sector and harmed by any retaliatory measures by Russia or other countries in response, may also adversely impact our business given Russia’s role as a major global exporter of crude oil.
Since 2023 and into early 2025 Houthi rebels based in Yemen have been targeting vessels with drone attacks whilst transiting the Red Sea. Many shipowners and charterers have diverted vessels to avoid the area, despite a strong Naval presence in the area. Whilst the stated aim of the Houthi rebels has been to target vessels trading to or from Israel or with links to the US or UK, other non-related vessels have been attacked and our policy has therefore been to avoid transits of the Red Sea.
The increasing number of terrorist attacks throughout the world, longer-lasting wars, international incidents or international hostilities, such as in the Ukraine, Afghanistan, Iraq, Syria, Libya, Yemen and the Korean peninsula, 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, Russia and Venezuela 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, although our charter party agreements generally provide that additional war risks insurance costs are for charterers’ account.
The conflict in Ukraine could disrupt our operations and negatively impact charter rates and costs.
The conflict in Ukraine, and the economic sanctions imposed by the EU, U.S. and other countries in response to Russian action, is disrupting energy production and trade patterns, including shipping in the Black Sea and elsewhere, and its impact on energy prices and tanker rates, which initially have increased, is uncertain. Some of these sanctions and executive orders target the Russian oil sector, including a prohibition on the import of oil from Russia to the United States or the United Kingdom, and the European Union's ban on Russian crude oil and petroleum products which took effect in December 2022 and February 2023, respectively, as well as a price cap on Russian oil of $60 per barrel. Prior to the war, Russia exported approximately 5.5 mbpd of seaborne crude oil and refined petroleum products to the EU, USA, South Korea and Japan. After February 2023, Russia is exporting less than 0.4 mbpd to these countries. The price of crude oil (Brent) initially traded above $100 per barrel as a result of the war and escalating tensions in the region and fears of potential shortages in the supply of Russian crude oil but has since come down and is now trading above $60 per barrel. Russian crude oil is restricted for export, due to the extension of economic sanctions, and has also been impacted by boycotts and general sentiment, which could result in a reduction in the supply of crude oil and refined petroleum products cargoes available for transportation and, while initially tanker rates have increased, this could negatively impact tanker charter rates over the longer term. In addition, higher oil prices could reduce demand for oil and refined petroleum products, including in the event of any slowdown in the global economy due such high oil prices or the impact of economic sanctions or geopolitical tensions and uncertainty, and in turn reduce demand for tankers and tanker charter rates. The conflict may also impact various costs of operating our business, such as bunker expenses, for which we are responsible when our vessels operate in the spot market, which have increased with higher oil prices, war risk insurance premiums and crewing services, as Russia and the Ukraine are significant sources of crews, which may be disrupted or more expensive.
In addition, our vessels carry lawful cargoes originating in Russia, in compliance with existing sanctions, oil majors and other charterers may elect not to charter our vessels simply for doing business with companies that do lawful business in Russia. In addition, it may not be possible for us to obtain war risk insurance for any vessel loading Russian origin cargoes, in which case our vessels would not be allowed to call Russian ports and thereby impacting the vessels’ future trading pattern and earnings.
The situation in Ukraine, and the global response, continues to evolve and its impact on energy supply and demand, energy prices and tanker operations and charter rates remains subject to considerable uncertainty, which could adversely impact our business, results of operations and financial condition.
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, the UN or the EU, which could negatively affect the trading price of our 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.
The U.S. also maintains embargoes on Cuba, North Korea and Syria, and certain regions of Ukraine. Beginning in February 2022, the United States, the European Union and numerous other nations have also been imposing substantial additional sanctions on Russia regarding its invasion of Ukraine.
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. Such sanctions and embargo laws and regulations may be amended or expanded over time as is the case with the war in Ukraine. 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 because of actions that do not involve us or our vessels, and those violations could in turn negatively affect our reputation. Current or future counterparties of ours may be or become affiliated with persons or entities that are now or may in the future be the subject of sanctions imposed by the U.S. Government, the European Union, and/or other international bodies. If we determine that such sanctions or embargoes require us to terminate existing or future contracts to which we, or our subsidiaries are a party or if we are found to be in violation of such applicable sanctions or embargoes, we could face monetary fines, we may suffer reputational harm and our results of operations may be adversely affected. 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.
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.
The vessels of our subsidiaries load and discharge cargoes in several countries throughout the world. In addition, we deal with many charterers and shipbrokers that are based in various countries. Certain of the countries in which these charterers and brokers operate may, in the past, have had a reputation for corruption. Brazilian authorities have charged certain shipbrokers with various offenses in connection with charters entered into between a major state oil entity and various international shipowners. We are subject to the risk that the alleged actions taken by these brokers are determined to constitute a violation of anti-corruption laws applicable to the Company, including the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”). In 2020, in parallel with U.S. Department of Justice and U.S. Securities and Exchange Commission investigations regarding whether the circumstances surrounding these charters, including the actions taken by these shipbrokers, constituted non-compliance with provisions of the FCPA applicable to the Company, we began investigating these matters. We are always committed to doing business in accordance with anti-corruption laws and cooperated with these agencies. In June 2024, the SEC informed the Company that it had terminated its investigation of the Company.
Any violation of the FCPA or other anti-bribery legislation in other jurisdictions 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; |
| • | 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 successfully integrate the operations, personnel, services or vessels that we might acquire in the future, and our failure to do so could adversely affect our profitability.
Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to ESG policies may impose additional costs on us or expose us to additional risks.
Companies across all industries, including the shipping industry, are facing increased scrutiny relating to their ESG policies. Investor advocacy groups, certain institutional investors, investment funds, lenders and other market participants are increasingly focused on ESG practices and in recent years have placed increasing importance on the implications and social cost of their investments. The increased focus and activism related to ESG and similar matters may hinder access to capital, as investors and lenders may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s ESG practices. Companies which do not adapt to or comply with investor, lender or other industry shareholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition, and/or the stock price of such a company could be materially and adversely affected. As a result, we may be required to implement more stringent ESG procedures or standards so that we continue to have access to capital and our existing and future investors and lenders remain invested in us and make further investments in us.
Specifically, we may face increasing pressures from investors, lenders and other market participants, who are increasingly focused on climate change, to prioritize sustainable energy practices, reduce our carbon footprint and promote sustainability. Additionally, certain investors and lenders may exclude tanker shipping companies, such as us, from their investing portfolios altogether due to environmental, social and governance factors. If we are faced with limitations in the debt and/or equity markets as a result of these concerns, or if we are unable to access alternative means of financing on acceptable terms, or at all, we may be unable to access funds to implement our business strategy or service our indebtedness, which could have a material adverse effect on our financial condition and results of operations.
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.
To comply with these requirements and regulations, such as the MARPOL Annex VI sulfur emission requirements instituting a global 0.5% sulfur cap on marine fuels from January 1, 2020 ,the IMO ballast water management (“BWM”) convention, which requires vessels to install ballast water treatment systems (“BWTS”) with a ship specific timeframe latest by September 8, 2024 and the latest MARPOL Annex VI amendments that introduced the technical and operational measures of the Energy Efficiency Existing Shipping Index (“EEXI”) and the Carbon Intensity Indicator (“CII”) to reduce carbon emissions produced by vessels, we may be required to incur additional costs to meet new maintenance and inspection requirements, develop contingency plans for potential mitigation measures, and obtain insurance coverage. Vessels that continually receive subpar CII ratings will be required to submit corrective action plans to ensure compliance.
In addition, as of January 1, 2024, the European Union expanded the existing EU Emissions Trading System (“EU ETS”) to include carbon dioxide (“CO2”) emissions from vessels of 5,000 gross tonnage and above. Shipping companies which perform voyages to/from/within the EU and EEA (Iceland, Liechtenstein and Norway) will need to acquire and surrender EU allowances (“EUAs”) through their Union Registry account by September of the following year to cover their annual emissions. One EUA is equivalent to one tonne of CO2 emission. The EU ETS covers 50% of emissions from voyages starting or ending outside of the EU and 100% of emissions from voyages that occur between two EU ports and when ships are within EU ports. The surrendering of allowances by shipping companies will be gradually increased with respect to verified emissions reported for the years 2024 and 2025. This means, in 2025, shipping companies will be liable to surrender allowances for 40% of verified emissions reported in 2024. In 2026, this increases to 70% of verified emissions reported in 2025. As of 2027 and each year thereafter, shipping companies will have to surrender allowances reflecting 100% of their verified emissions.
These and future environmental regulations, which may become stricter, 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. Environmental laws and regulations are often revised, and we cannot predict the ultimate cost of complying with them, or the impact they may have on the resale prices or useful lives of our vessels. We believe that regulation of the shipping industry will continue to become more stringent and compliance with such new regulations will be more expensive for us and our competitors.
International, national and local laws imposing liability for oil spills and carbon emissions are also becoming increasingly stringent. Some impose joint, several, and in some cases, unlimited liability on owners, operators and charterers for oil spills 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 Energy Management Limited (“Tsakos Energy Management”) or other 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.
Adverse effects upon the oil and gas industry relating to climate change, including growing public concern about the environmental impact of climate change, may also have an effect on demand for our services. For example, increased regulation of greenhouse gases or other concerns relating to climate change may reduce the demand for oil and natural gas in the future or create greater incentives for use of alternative energy sources. Any long-term material adverse effect on the oil and gas industry could have significant financial and operational adverse impacts on our business that we cannot predict with certainty at this time.
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:
| • | mechanical failure; |
| • | human error; |
| • | labor strikes; |
| • | adverse weather conditions; |
| • | vessel off hire periods; |
| • | regulatory delays; and |
| • | 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. |
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 claimant’s 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
A decline in the future value 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 and loan-to-asset collateral coverage requirements. The appraised value of a vessel fluctuates depending on a variety of factors including the age of the vessel, its hull configuration, prevailing charter market conditions, supply and demand balance for vessels and new and pending legislation. If these values again decline, it may result in an inability to comply with the financial covenants under our credit facilities which relate to our consolidated leverage and loan-to-asset value collateral requirements. If we were unable to obtain waivers in the case of non-compliance with consolidated leverage or other financial covenants or post additional collateral or prepay principal in the case of loan-to-asset value requirements, our lenders could accelerate our indebtedness.
Charters at attractive rates may not be available when our current time charters expire.
During 2024, we derived approximately 73% of our revenues from time charters, as compared to 61% in 2023. Although tanker charter rates are currently at relatively high levels, as our current period charters on twenty-one of the vessels owned by our subsidiary companies expire in the remainder of 2025 and for additional vessels in future years, considering the volatile nature of the tanker market, it may not be possible to re-charter these vessels on a period basis at attractive rates. If attractive period charter opportunities are not available, we may 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 any layup, the vessel would continue to incur expenditures such as debt service, insurance, reduced crew wages and maintenance costs.
We are dependent on the ability and willingness of our charterers to honor their commitments to us for substantially all 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 substantially all our revenues from the payment of charter hire by our charterers. As of April 4, 2025, 51 of our 61 subsidiaries’ vessels were employed under time charters including time charters with profit sharing provisions above specified minimum rate levels. 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, liquidation, 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; or. |
| • | a serious accident or explosion occurs at a client refinery. |
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.
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.
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 4, 2025, ten of the vessels owned by our subsidiary companies were employed under spot charters, as we have decided to maintain a considerable number of vessels in the spot market to take advantage of current high spot rates. Due to increased participation in the spot market, we may experience a lower overall utilization of our fleet through waiting time or ballast voyages, which could lead to a decline in operating revenue in rate environments where spot rates earned do not offset such lower utilization. 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), including the price of low sulfur fuel certain of our vessels have been required to use since the beginning of 2020. See “—Fuel prices may adversely affect our profits.” Unlike time charters in which the charterer bears all 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 prices 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 prices 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, 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.
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; |
| • | competition from other shipping companies; |
| • | types and sizes of vessels; |
| • | other modes of transportation; |
| • | cost of newbuildings; |
| • | governmental or other regulations; |
| • | prevailing level of charter rates; and |
| • | technological advances. |
Currently tanker market values are at relatively high levels, but until the second half of 2022 were at relatively low levels for most of the period since the financial crisis in 2008, falling whenever there was excess fleet capacity and declining freight rates. Although our subsidiaries currently own a relatively modern fleet, with an average age of 10.4 years as of April 4, 2025, 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 vessel’s carrying value on our financial statements, with the result that we will incur a loss.
In addition, accounting standards 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 it’s carrying amount. Measurement of the impairment charge is based on the fair value of the asset as provided by third-parties. In cases where sale and purchase activity in the market does not exist or is limited, the Company uses future discounted net operating cash flows or a combination of future discounted net operating cash flows and third-party valuations to estimate the fair value of an impaired vessel, respectively. Such reviews may from time-to-time result in asset write-downs, which could adversely affect our results of operations, such as we did in 2023, with respect one of our subsidiaries’ LNG carriers.
If Tsakos Shipping and Trading S.A. (“Tsakos Shipping” or “TST”) 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 TST 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 due to the growth in world economies and other employment opportunities. Although TST has manning management arrangements with a number of accredited manning agencies in Philippines, Ukraine, Romania, Georgia, Latvia, Brazil, Greece and Uruguay and sponsors various academies in the relevant regions, we cannot assure you that TST 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 TST 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.
Contracts for new building vessels present certain economic and other risks.
As of April 4, 2025, our subsidiaries have contracts for the construction of twelve DP2 suezmax shuttle tankers for delivery in 2025, 2026, 2027 and 2028, two suezmax tankers for delivery in 2025, two MR tankers for delivery in 2026 and five LR1 tankers for delivery in 2027 and 2028. Our subsidiaries may also order additional new building vessels. During the construction of a vessel, we are required to make progress payments and need to finance the purchase price upon delivery of the vessel, with remaining purchase price obligations for new buildings of $2.0 billion, as of April 4, 2025, funding which will require us to obtain substantial additional secured debt and/or other financing. We have arranged senior secured debt financing for the remaining installment payments for the three DP2 suezmax shuttle tankers of these new buildings and we are in the process of seeking to arrange debt financing for the remaining eighteen new buildings. Management is in discussion with various high-end charterers to employ the two MR tankers and the five LR1 tankers on long-term contracts upon delivery, for which charters have not yet been arranged. While we typically have refund guarantees from banks to cover defaults by shipyards and our construction contracts would be saleable in the event of our payment default, we can still incur economic losses if we or the shipyards are unable to fulfil our respective obligations. Shipyards may periodically experience financial difficulties.
Delays in the delivery of these vessels, or any new building 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 new building 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; 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 for periods 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), including from share issuances, and bank debt from various reputable national and international commercial banks. In relation to new building contracts, the equity portion usually covers part of the pre-delivery obligations while the debt portion covers the outstanding amount due to the shipyard on delivery. However, we may arrange pre-delivery bank financing to cover much of the installments due before delivery, and, therefore, we would be required to provide the remainder of our equity investment at delivery. In addition, several of our existing loans will mature over the next few years, including five in 2025. If 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 global economic conditions and economic uncertainty, fluctuations in the price of natural gas and other sources of energy, growth 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 several 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 render 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; |
| • | price fluctuations in the price of LNG, between geographical regions, could negatively impact our expected returns relating to investments in LNG shipping projects; |
| • | technological advances render existing LNG carriers obsolete or non-viable; or |
| • | negative global or regional economic or political conditions, particularly in LNG consuming regions, which could reduce energy consumption or its growth. |
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.
Natural 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; |
| • | 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. |
Any decline in oil prices, which can be very volatile, can depress natural gas prices and lead to a narrowing of the gap in pricing in different geographic regions, which can adversely affect the length of voyages in the spot LNG shipping market and the spot rates and medium-term charter rates for charters which commence in the near future. Any renewed decline in oil prices could adversely affect both the competitiveness of gas as a fuel for power generation and the market price of gas, to the extent that gas prices are benchmarked to the price of crude oil. Some production companies have announced delays or cancellations of certain previously announced LNG projects, which, unless offset by new projects coming on stream, could adversely affect demand for LNG charters over the next few years, while the amount of tonnage available for charter is expected to increase. A decline in the price of oil could make LNG a less attractive alternative for some uses and generally lead to reduced production of LNG. Reduced demand for LNG and LNG shipping could have an adverse effect on our future growth and would harm our business, results of operations and financial condition.
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 and the expectation of further future capacity, the construction and delivery of new LNG carriers has been increasing. 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, vessel utilization and vessel 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 if rates are low when we are seeking a new charter, our revenues and cash flows may decline.
LNG carrier charter rates have generally been at relatively low levels for a number of years, having been negatively impacted by declines in the price of LNG, delays in the completion of liquefaction and regasification facilities around the world and a high order book. In addition, in recent years, as a result of more LNG being traded on a short-term basis and greater liquidity in the LNG shipping market, there has been a decrease in the duration of term charters for on-the-water vessels with such charters now generally being anywhere between six months and three years in duration. If LNG charter market conditions decline, we may have difficulty in securing new charters at attractive rates and durations for our LNG carriers when their current charters expire.
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, where we have twelve shuttle tankers under construction. 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; |
| • | 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 cutbacks in the offshore industry. |
Oil prices were volatile during 2024. Brent traded within a range between $70 to $90 per barrel. Lower oil prices typically result in oil companies announcing reductions in oil production and exploration activities, including in offshore fields. Continued volatility in oil prices may exist depending on the policies of oil production countries and cartels, as well as international economic conditions and global geopolitics.
Fuel prices may adversely affect our profits.
While we do not bear the cost of fuel (bunkers) under time and bareboat charters, fuel is 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 marine fuel with low sulfur content required to comply with the 0.5% sulfur cap on marine fuels became effective on January 1, 2020, for vessels without scrubbers. Initially, low sulfur fuel was substantially more expensive compared to the existing high sulfur fuel oil, and after narrowing for a period of time, this price differential has again increased recently. In general, the price and supply of marine fuel is unpredictable and fluctuates based on events outside our control, including, among other factors, geopolitical developments, supply and demand for oil and gas, actions by the Organization of Petroleum Exporting Countries (or OPEC) and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns.
The shipping industry has inherent operational risks that may not be adequately covered by our insurance.
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. While we endeavor to be adequately insured against all known risks related to the operation of our subsidiaries’ vessels, there remains the possibility that a liability may not be adequately covered and we may not be able to obtain adequate insurance coverage for the fleet in the future. Certain insurers may also not pay particular claims. Even if our insurance coverage is adequate, we may not be able to obtain a replacement vessel in a timely manner in the event of a loss. Our insurance policies contain deductibles for which we will be responsible and limitations and exclusions which may increase our costs or lower our revenue. In addition, some of our insurance coverage is maintained through mutual protection and indemnity associations, and as a member of such associations we may be required to make additional payments over and above budgeted premiums if member claims make an excessive impact on association reserves. The Company’s P&I renewals as of February 20, 2025 saw an increase in costs of 4.736%. The International Group of P&I offers a total $3.1 billion coverage, which includes $1 billion coverage for oil pollution liability. P&I, Hull and Machinery and War Risk insurance premiums are accounted for as part of operating expenses in our consolidated financial statements; accordingly, any changes in insurance premiums directly impact our operating results.
Failure to protect our information systems against security breaches could adversely affect our business and financial results. Additionally, if these systems fail or become unavailable for any significant period, our business could be harmed.
The efficient operation of our business is dependent on computer hardware and software systems. Information systems are vulnerable to security breaches by computer hackers, cyber terrorists, activist groups, espionage, organized crime, acts of warfare or cyber misuse. We rely on industry-accepted security measures and technology to securely maintain confidential and proprietary information maintained on our information systems. However, these measures and technology may not adequately prevent cybersecurity breaches, the access, capture or alteration of information by criminals, the exposure or exploitation of potential security vulnerabilities, the installation of malware or ransomware, acts of vandalism, computer viruses, misplaced data, data loss or denial of our services. In addition, the unavailability of the information systems or the failure of these systems to perform as anticipated for any reason could disrupt our business and could result in decreased performance and increased operating costs, causing our business, results of operations and our company reputation to suffer. Any significant interruption or failure of our information systems or any significant breach of security could adversely affect our business and financial results, as well as our cash flows available for distribution to our shareholders.
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, 2024, our debt to capital ratio was 49.9% (debt / debt plus equity), with $1.6 billion in debt outstanding and $0.2 billion in other financial liabilities related to vessel financings. 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 2024, a substantial portion of our cash flow derived from operations was dedicated to debt service, voluntary debt prepayments and balloon payments to be refinanced. This limits the funds available for working capital, capital expenditures, dividends and other purposes. We may incur significant additional amounts of indebtedness in connection with financing our eighteen newbuilding tankers under construction or otherwise.
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 in general. |
In addition, our financing arrangements, which we secured by mortgages on our vessels, impose operating and financial restrictions on us that restrict our ability to:
| • | incur additional indebtedness; |
| • | create liens; |
| • | sell the capital of our subsidiaries or other assets; |
| • | make investments; |
| • | engage in mergers and acquisitions; |
| • | make capital expenditures; |
| • | repurchase or redeem common or preferred shares; and |
| • | pay cash dividends. |
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. 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 interest rates, including the Secured Overnight Funding Rate (“SOFR”), and selectively enter into derivative contracts, which can result in higher than market interest rates and charges against our income.
Over the past 16 years we have selectively entered derivative contracts both for investment purposes and to hedge our overall interest expense and, more recently, our bunker expenses and our exposure to European Union Allowances within the context of EU’s Emissions Trading Scheme. Our board of directors monitors the status of our derivatives 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, previously based on the London interbank offered rate (“LIBOR”) and now based on SOFR. Interest rates in the last two years after a long period of stability at historically low levels, and have been volatile in past 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. Interest rates were at historically low levels for an extended period of time and benchmark interest rates, including SOFR, may continue to increase from current high levels. 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 our 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 oversees 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 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.
Inflation could adversely affect our business and financial results.
Inflation has increased significantly on a worldwide basis since mid-2021, with many countries facing their highest inflation rates in decades and could adversely affect our business and financial results. Inflation has had a moderate impact on operating expenses, dry-docking expenses, with main engine overhauls and higher costs for routine repairs and maintenance increasing costs of maintenance, and corporate overhead in 2024. Interest rates have increased rapidly and substantially as central banks in developed countries raise interest rates in an effort to subdue inflation. The eventual implications of tighter monetary policy, and higher long-term interest rates, has had and may continue to drive a higher cost of capital for our business. See “Item 5. Operating and Financial Review and Prospects-Impact of Inflation and Interest Rates.”
Changing laws and evolving reporting requirements could have an adverse effect on our business.
Changing laws, regulations and standards relating to reporting requirements may create additional compliance requirements for us. The European Union Code of Conduct Group has assessed the tax policies of a range of countries including Bermuda, where we are incorporated. Bermuda was included in a list of jurisdictions which are required to address the European Union Code of Conduct Group's concerns in respect of ‘economic substance’. Bermuda, along with the British Virgin Islands, the Cayman Islands, Guernsey, Bailiwick of Jersey and the Isle of Man, has committed to comply with the European Union Code of Conduct Group's requirements on economic substance and has passed legislation in the form of the Economic Substance Act 2018 (the “ESA”). The ESA applies to every registered entity in Bermuda that engages in a relevant activity and requires that every such entity shall maintain a substantial economic presence in Bermuda. The Republic of the Marshall Islands, where a number of the Company’s subsidiaries are incorporated, has also adopted economic substance requirements. The Company believes in its in compliance with these requirements, including with respect to the filing of any requisite declarations.
Certain of our subsidiaries may from time to time be organized in other jurisdictions identified by the COCG based on global standards set by the Organization for Economic Co-operation and Development with the objective of preventing low-tax jurisdictions from attracting profits from certain activities. If we fail to comply with our obligations under the ESA or any similar law applicable to us in any other jurisdiction, we could be subject to financial penalties and spontaneous disclosure of information to foreign tax officials in related jurisdictions. Any of these actions could have a material adverse effect on our business, financial condition and results of operations.
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 2024, Euro expenses accounted for approximately 29% 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.
We depend on our key personnel.
Our future success depends particularly on the continued service of Nikolas Tsakos, our chief executive officer and the sole shareholder of Tsakos Energy Management. The loss of Mr. Tsakos’ 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.
The Tsakos Holdings Foundation and the Tsakos family can exert considerable influence over us, which may limit your ability to influence our actions.
As of April 4, 2025, companies controlled by the Tsakos Holdings Foundation or affiliated with the Tsakos Group own approximately 27.1% of our outstanding common shares. The Tsakos Holdings Foundation is a Liechtenstein foundation whose beneficiaries include persons and entities affiliated with the Tsakos family, 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 Management Arrangements
We depend on Tsakos Energy Management and Tsakos Shipping 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 any contracts to construct new buildings. We have engaged Tsakos Energy Management to perform all 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 Monetary Authority. Tsakos Energy Management, in turn, oversees and subcontracts part of commercial management (including treasury, chartering and vessel purchase and sale functions) and day-to-day fleet technical management, such as vessel operations, repairs, supplies and crewing, to TST. 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.
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 or Tsakos Shipping 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 or Tsakos Shipping, 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 and Tsakos Shipping are privately held companies and there is little or no publicly available information about them.
The ability of Tsakos Energy Management and Tsakos Shipping 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 has 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 year’s 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, 2024, would have resulted in a payment of approximately $166.7 million. Tsakos Energy Management’s contracts with TST may be terminated by either party upon six months’ notice or would terminate automatically upon termination of our management agreement with Tsakos Energy Management.
Our ability to pursue legal remedies against Tsakos Energy Management and Tsakos Shipping 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, it may be difficult to sue Tsakos Shipping for breach of their obligations under their contracts with Tsakos Energy Management, and Tsakos Energy Management may have no incentive to sue Tsakos Shipping. 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 or Tsakos Shipping on contractual grounds.
Tsakos Shipping provides chartering services to 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, TST technically manages a fleet of privately owned vessels and is available on occasion to provide similar management services to third-party clients. These vessels are operated by the same group of TST 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 services for all TEN’s vessels, might allocate charter or spot opportunities to other managed vessels when our subsidiaries’ vessels are unemployed.
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 and Tsakos Shipping which could create conflicts of interest.
Nikolas Tsakos is the 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 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 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 upon Hyundai Ocean Services and Bernhard Schulte Shipmanagement to manage our subsidiaries’ LNG carriers.
Tsakos Energy Management has subcontracted all technical management of our LNG operations to Hyundai Ocean Services Co., Ltd (“HOS”) and Bernhard Schulte Shipmanagement Ltd (“BSM”) for a fee. Neither Tsakos Energy Management nor TST 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 and BSM on a long-term basis on acceptable terms or at all.
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, Series E Preferred Shares and Series F 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.
We may not be able to pay cash dividends on our common shares or preferred shares as intended if market conditions change.
During 2024, we paid dividends on our common shares totaling $1.50 per common share, or $44.8 million. 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 contained in the Companies Act of 1981 of Bermuda, as amended, 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 prohibition of dividend distribution should there be an event of default in existence relating to any loan, as well as other relevant factors. In addition, dividends on our common shares are subject to the priority of our dividend obligations relating to our Series E and Series F Preferred Shares. We may have insufficient cash to pay dividends on or redeem our 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, and holders of preferred shares issued by, such subsidiary would generally be entitled to priority over us with respect to assets of the affected subsidiary. Investors in our common shares and 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 E Preferred Shares and Series F Preferred Shares.
One of the factors that influences the price of our Series E Preferred Shares and Series F 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 high levels relative to historical rates, may lead to higher 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 cause the market prices of our preferred shares to decrease.
Our Series E Preferred Shares and Series F Preferred Shares represent perpetual equity interests and holders of such shares will have no right to receive any greater payment than the liquidation preference regardless of the circumstances.
The preferred shares represent perpetual equity interests in us and, unlike our indebtedness, will not give rise to a claim for payment of a principal amount at a particular date. As a result, holders of the preferred shares may be required to bear the financial risks of an investment in the preferred shares for an indefinite period of time.
The payment due to a holder of our Series E Preferred Shares and Series F Preferred Shares upon a liquidation is fixed at the redemption preference of $25.00 per share plus accumulated and unpaid dividends to the date of liquidation. If, in the case of our liquidation, there are remaining assets to be distributed after payment of this amount, you will have no right to receive or to participate in these amounts. Furthermore, if the market price for your preferred stock is greater than the liquidation preference, you will have no right to receive the market price from us upon our liquidation.
Our Preferred Shares are subordinated to our debt obligations and pari passu with each other, and your interests could be diluted by the issuance of additional preferred shares, including additional Series E and Series F Preferred Shares, and by other transactions.
Our preferred shares are subordinated to all of our existing and future indebtedness. As of December 31, 2024, we had outstanding indebtedness, including our lease obligations and other financial liabilities, of approximately $1.8 billion. Our existing indebtedness restricts, and our future indebtedness may include restrictions on our ability to pay dividends to preferred stockholders. Our charter currently authorizes the issuance of up to 25 million preferred shares in one or more classes or series. Of these preferred shares, 13,506,906 preferred shares remain available for issuance as of April 4, 2025. The issuance of additional preferred shares on a parity with or senior to our outstanding preferred shares would dilute the interests of the holders of our exiting preferred shares and any issuance of preferred shares senior to or on a parity with our existing preferred shares or of additional indebtedness could affect our ability to pay dividends on, redeem or pay the liquidation preference on our preferred shares. No provisions relating to our preferred shares protect the holders of our Series E and Series F Preferred Shares in the event of a highly leveraged or other transaction, including a merger or the sale, lease or conveyance of all or substantially all our assets or business, which might adversely affect the holders of our Series E and Series F Preferred Shares.
Holders of our Preferred Shares have extremely limited voting rights.
The voting rights of holders of our 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 our Series E Preferred Shares and Series F 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 Information—Description of Share Capital—Preferred 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 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 company. 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 several 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 from two 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 committee’s purpose and responsibilities, (iii) the requirement that the compensation committee be composed entirely of independent directors and have a written charter addressing the committee’s 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. In accordance with Bermuda law, we may elect to issue authorized shares with Board approval, and not obtain shareholder approval in cases that a domestic U.S. public company would be required to do so.
Tax Risks
In addition to the following risk factors, you should read “Item 10. Additional Information—Tax Considerations” for a more complete discussion of the material Bermuda and U.S. Federal income tax considerations relating to us and the ownership and disposition of our common shares and preferred shares.
If we were to be subject to tax in jurisdictions in which we operate, our financial results would be adversely affected.
Tax laws, treaties and regulations are highly complex and subject to interpretation. Consequently, we and our subsidiaries are subject to changing laws, treaties and regulations in and between the countries in which we operate. Our tax expense is based on our interpretation of the tax laws in effect at the time the expense was incurred. A change in tax laws, treaties or regulations, or in the interpretation thereof, could result in a materially higher tax expense or a higher effective tax rate on our earnings. Such changes may include measures enacted in response to the ongoing initiatives in relation to fiscal legislation at an international level such as the Action Plan on Base Erosion and Profit Shifting of the Organization for Economic Co-Operation and Development, which contemplates a global minimum tax rate of 15% calculated on a jurisdictional basis, subject to exemptions including for qualifying international shipping income, as discussed further below.
In addition, if any tax authority successfully challenges positions we may take in tax filings, our operational structure, intercompany pricing policies, the taxable presence of our subsidiaries in certain countries or any other situation, or if the terms of certain income tax treaties are interpreted in a manner that is adverse to our structure, or if we lose a material tax dispute in any country, our effective tax rate on our worldwide earnings could increase substantially and our earnings and cash flows from operations could be materially adversely affected.
In October 2021, the Organization for Economic Cooperation and Development’s (the “OECD”) Inclusive Framework reached an agreement on a “Two-Pillar Solution to Address the Tax Challenges Arising from the Digitalisation of the Economy” and, on December 20, 2021, the OECD’s Inclusive Framework published “Global Anti-Base Erosion,” or “GloBE” model rules, which are a key component of the Two-Pillar Solution. The GloBE model rules would apply to Multinational Enterprises (“MNEs”) with revenues of at least €750 million and provide for a coordinated system of taxation that imposes a “top-up” tax to ensure that an MNE pays a minimum rate of 15% tax on its net income in each country where it operates. Countries around the world have enacted, and are continuing to enact, legislation to implement the GloBE model rules. As the Two-Pillar Solution is subject to implementation by each member country, the timing and ultimate impact of any such changes on our tax obligations is uncertain. Such legislative initiatives may materially and adversely affect our plans to expand internationally and may negatively impact our tax liability, financial condition, and results of operations, and could increase our administrative expenses. These changes, as they take effect in various countries in which we do business, may also increase our taxes in these countries.
We are incorporated under the laws of Bermuda. At the present time, there is no Bermuda income or profits tax, withholding tax, capital gains tax, capital transfer tax, estate duty or inheritance tax payable by us or our shareholders in respect of our shares, other than shareholders ordinarily resident in Bermuda. However, Bermuda enacted the Corporate Income Tax Act 2023 on 27 December 2023 (the “CIT Act”). Entities subject to tax under the CIT Act are the Bermuda constituent entities of MNEs. The definition of an MNE under the CIT Act follows the definition in the GloBE model roles i.e. a group with entities in more than one jurisdiction with consolidated revenues of at least EUR750mm for two out of the four previous fiscal years. If Bermuda constituent entities of a multi-national group are subject to tax under the CIT Act, such tax is charged at a rate of 15 per cent of the net taxable income of such constituent entities as determined in accordance with and subject to the adjustments set out in the CIT Act. While we expect that the Company would be treated as a Bermuda Constituent Entity for the purposes of the CIT Act and therefore subject to taxation in Bermuda for its first fiscal year starting on or after 1 January 2025, we do not expect to incur material tax liabilities in Bermuda due to the Company’s status as a holding company, and because the CIT Act is designed as a covered tax for the purposes of the GloBE model rules, meaning the CIT Act does not presently apply an income-inclusion rule or under taxed profits rule in the same way as the GloBE model rules do. However, future developments and guidance under the GloBE model rules may impact Bermuda’s implementation of its new corporate tax regime, and any future changes to the Bermuda corporate income tax regime may negatively impact our tax liability, financial condition, and results of operations, and could increase our administrative expenses.
We believe that we should not be liable to pay tax under the laws of various countries, other than the United States, in which our subsidiaries’ vessels conduct activities or in which our subsidiaries’ 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 corporate income tax or to make payments in lieu of such tax. In addition, payments due to us from our subsidiaries’ customers may be subject to tax claims. As a result of the continuing economic recovery in Greece, our operations in Greece may be subjected to new regulations that may require us to incur new or additional compliance or other administrative costs, which may include requirements that we pay to the Greek government new taxes or other fees. In addition, China has enacted a new tax for non-resident international transportation enterprises engaged in the provision of services of passengers or cargo, among other items, in and out of China using their own, chartered or leased vessels, including any stevedore, warehousing and other services connected with the transportation. The new regulation broadens the range of international transportation companies which may find themselves liable for Chinese enterprise income tax on profits generated from international transportation services passing through Chinese ports.
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 could be subject for those years up 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 and cash flows available for distribution to our shareholders.
See “Item 10. Additional Information—Tax Considerations—United 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 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, our U.S. shareholders would be subject to unfavorable U.S. federal income tax treatment. We do not believe that we were a PFIC in 2024 or that we will be a PFIC with respect to the current or 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 2024 or for any future year. Please see “Item 10. Additional Information— Tax Considerations— United States federal income tax considerations—Passive Foreign Investment Company Considerations” herein for a description of the PFIC rules.
Distributions on 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 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.
Item 4. Information 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 Company’s shares are no longer actively traded on the Bermuda exchange. In July 2001, the Company’s 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” until June 30, 2024 and under “TEN” since July 1, 2024. Since incorporation, the Company has owned and operated 112 vessels and has sold 57 vessels (of which eight had been chartered back and five of these eventually repurchased at the end of their charters; three of which 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 +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.”
Business Overview
As of April 4, 2025, we operated a fleet of 55 modern crude oil and petroleum product tankers (including three vessels chartered-in) 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 two LNG carriers (including one chartered-in vessel) and four suezmax shuttle tankers with advanced dynamic positioning technology (DP2), bringing our total operating fleet to 61 vessels representing approximately 7.5 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 and technical 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. Tsakos Energy Management subcontracts the technical and operational management of our fleet to Tsakos Shipping and Trading S.A. (“Tsakos Shipping” or “TST”). TST now manages the technical and operational activities of all of our operating vessels apart from the LNG carriers Maria Energy and Tenergy, the VLCCs Ulysses, Hercules I, Dias I, the aframax tankers Maria Princess, Ise Princess, DF Montmartre, DF Mystras, Alpes, Aspen, and the suezmax tankers Decathlon and Popi Sazaklis which are technically managed by non-affiliated ship managers. TST is based in Athens, Greece. TST manages our day-to-day vessel operations, including provision of supplies, maintenance and repair, and crewing. Our Chief Executive Officer is an officer, director and sole shareholder of Tsakos Energy Management, and the son of the founder of TST.
As of April 4, 2025, our operational fleet consisted of the following 61 vessels:
| Number of Vessels | Vessel Type | |
| 3 | VLCC | |
| 12 | Suezmax | |
| 25 | Aframax | |
| 2 | Aframax LR2 | |
| 9 | Panamax LR1 | |
| 4 | Handysize MR1 | |
| 2 | LNG carrier | |
| 4 | Shuttle DP2 | |
| Total 61 |
Sixteen of the operating vessels are of ice-class specification. This fleet diversity, which includes several sister ships, provides us with the capability to be one of the more versatile operators in the market. The current operating fleet totals 7.5 million dwt, all of which are double-hulled. As of April 4, 2025, the average age of the tankers in our current operating fleet was 10.4 years, compared with the industry average of 13.7 years.
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 $6.4 billion, including investments of approximately $6.9 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. TST, the technical manager of our fleet, has ISO 14001 environmental certification and ISO 9001 quality certification, ISO 45001 occupational health & safety certification and ISO 50001 energy management system certification, based in part upon audits conducted on our vessels and on technical manager’s management system. |
| • | Diversified fleet. Our diversified fleet, which includes VLCC, suezmax, aframax, panamax, handysize tankers, LNG carriers and DP2 suezmax shuttle tankers, allows us to better serve our customers’ international petroleum product and crude oil and LNG transportation needs. Sixteen of our tankers are ice-class, so may access ice-bound ports depending on accumulation of brash ice. We entered the LNG market with the delivery of our first LNG carrier in 2007 and took delivery of a second LNG carrier in 2016 and the third LNG carrier in 2022. We entered the shuttle tanker market with the delivery of our first two DP2 suezmax shuttle tankers Rio 2016 and Brasil 2014 in 2013 and took delivery of the third DP2 suezmax shuttle tanker, Lisboa, in 2017 and the fourth DP2 suezmax shuttle tanker, Porto in 2022, and currently have twelve additional shuttle tankers under construction with long-term employment arranged upon delivery. |
| • | 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, reflecting our industrial shipping model. 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 and contract of affreightment charters with periodic adjustments. Over the last five years, our overall average fleet utilization rate was 94.0%. |
| • | High-quality, sophisticated clientele. For 50 years, Tsakos entities have maintained relationships with and achieved acceptance by national, and other independent oil companies and refiners. Several of the world’s major oil companies and traders, including Equinor, BP, Exxonmobil, Flopec, Total, Petrobras, Chevron, Shell, Petrogal, Petronas, Unipec and Vitol are among the regular customers of Tsakos Energy Navigation. |
| • | Leading offshore shuttle tanker platform. We have twelve DP2 suezmax shuttle tankers under construction, each with long-term employment contracts, which together with our existing four DP2 suezmax shuttle tankers, position us as one of the largest shuttle tanker owners in the world. We believe we are well positioned to continue to capitalize on demand for offshore shuttle tanker transport because of our extensive relationships with existing customers, strong safety track record, superior technical management capabilities and financial flexibility. |
| • | Significant leverage from our relationship with TST. We believe the expertise, scale and scope of TST, are key components in maintaining low operating costs, efficiency, quality and safety. We leverage Tsakos Shipping’s reputation and longstanding relationships with leading charterers to foster charter renewals. |
As of April 4, 2025, our fleet consisted of the following 61 vessels:
| Vessel | Year Built |
Deadweight Tons |
Year Acquired |
Charter Type(1) |
Expiration of Charter |
Hull Type(2) |
Cargoes | |||||||
| VLCC | ||||||||||||||
| 1. Hercules I (4) | 2017 | 300,000 | 2017 | time charter | November 2026 | Crude | ||||||||
| 2. Ulysses | 2016 | 300,000 | 2016 | time charter | November 2025 | Crude | ||||||||
| 3. Dias I (4) | 2020 | 300,000 | 2022 | time charter | November 2025 | Crude | ||||||||
| SUEZMAX | ||||||||||||||
| 1. Apollo Voyager (12) | 2020 | 157,877 | 2020 | bareboat charter | September 2028 | Crude | ||||||||
| 2. Artemis Voyager (7) | 2020 | 157,877 | 2020 | bareboat charter | November 2025 | Crude | ||||||||
| 3. Eurovision (4) | 2013 | 157,803 | 2014 | time charter | September 2025 | Crude | ||||||||
| 4. Euro (4) | 2012 | 157,539 | 2014 | time charter | April 2025 | Crude | ||||||||
| 5. Decathlon | 2012 | 158,475 | 2016 | spot | — | Crude | ||||||||
| 6. Spyros K | 2011 | 157,648 | 2011 | spot | — | Crude | ||||||||
| 7. Dimitris P (4) | 2011 | 157,740 | 2011 | time charter | April 2026 | Crude | ||||||||
| 8. Arctic (4) (10) | 2007 | 163,216 | 2007 | time charter | July 2025 | ice-class 1A | Crude | |||||||
| 9. Antarctic (4)(10) | 2007 | 163,216 | 2007 | time charter | December 2025 | ice-class 1A | Crude | |||||||
| 10. Archangel (4) | 2006 | 163,216 | 2006 | time charter | June 2025 | ice-class 1A | Crude | |||||||
| 11. Alaska (4) | 2006 | 163,250 | 2006 | time charter | September 2025 | ice-class 1A | Crude | |||||||
| 12. Popi Sazaklis | 2018 | 156,900 | 2024 | time charter | May 2025 | Crude | ||||||||
| SUEZMAX DP2 SHUTTLE | ||||||||||||||
| 1. Lisboa | 2017 | 157,000 | 2017 | time charter | May 2028 | Crude/Products | ||||||||
| 2. Rio 2016 | 2013 | 155,708 | 2013 | time charter | October 2028 | Crude/Products | ||||||||
| 3. Brasil 2014 | 2013 | 155,721 | 2013 | time charter | November 2028 | Crude/Products | ||||||||
| 4. Porto (13) | 2022 | 154,500 | 2022 | time charter | October 2027 | Crude/Products |
| AFRAMAX | ||||||||||||||
| 1. Caribbean Voyager (12) | 2020 | 115,000 | 2020 | bareboat charter |
January 2028 | Crude | ||||||||
| 2. Mediterranean Voyager (12) | 2019 | 115,000 | 2019 | bareboat charter |
October 2027 | Crude | ||||||||
| 3. Bergen TS (9) | 2017 | 112,108 | 2017 | time charter | November 2026 | ice-class 1B | Crude | |||||||
| 4. Stavanger TS (9) | 2017 | 113,004 | 2017 | time charter | September 2026 | ice-class 1B | Crude | |||||||
| 5. Oslo TS (9) | 2017 | 112,949 | 2017 | time charter | November 2026 | ice-class 1B | Crude | |||||||
| 6. Marathon TS (9) | 2017 | 113,651 | 2017 | time charter | March 2026 | ice-class 1B | Crude | |||||||
| 7. Sola TS (9) | 2017 | 112,939 | 2017 | time charter | May 2026 | Crude | ||||||||
| 8. Elias Tsakos (3) | 2016 | 113,737 | 2016 | time charter | June 2027 | Crude | ||||||||
| 9. Thomas Zafiras (3) | 2016 | 113,691 | 2016 | time charter | September 2027 | Crude | ||||||||
| 10. Leontios H (9) | 2016 | 113,611 | 2016 | time charter | November 2025 | Crude | ||||||||
| 11. Parthenon TS (9) | 2016 | 113,554 | 2016 | time charter | December 2025 | Crude | ||||||||
| 12. Sapporo Princess | 2010 | 105,354 | 2010 | time charter | April 2025 | DNA | Crude | |||||||
| 13. Uraga Princess | 2010 | 105,344 | 2010 | time charter | February 2026 | DNA | Crude | |||||||
| 14. Ise Princess | 2009 | 105,361 | 2009 | spot (coa) | — | DNA | Crude | |||||||
| 15. Asahi Princess | 2009 | 105,372 | 2009 | time charter | June 2026 | DNA | Crude | |||||||
| 16. Maria Princess | 2008 | 105,346 | 2008 | time charter | July 2025 | DNA | Crude | |||||||
| 17. Sakura Princess (10) | 2007 | 105,365 | 2007 | spot | — | DNA | Crude | |||||||
| 18. Alpes (4) | 2018 | 112,505 | 2024 | time charter | July 2027 | ice-class 1A | Crude | |||||||
| 19. Aspen (4) | 2019 | 112,900 | 2024 | time charter | January 2026 | ice-class 1A | Crude | |||||||
| 20. Promitheas | 2006 | 117,055 | 2006 | spot | — | ice-class 1A | Crude/Products | |||||||
| 21. Propontis | 2006 | 117,055 | 2006 | spot | — | ice-class 1A | Crude | |||||||
| 22. Njord DF (8) | 2023 | 114,545 | 2023 | time charter | September 2028 | Crude | ||||||||
| 23. Ran DF (8) | 2023 | 114,575 | 2023 | time charter | October 2028 | Crude | ||||||||
| 24. Chios DF (8) | 2024 | 114,580 | 2024 | time charter | January 2029 | Crude | ||||||||
| 25. Ithaki DF (8) | 2024 | 114,598 | 2024 | time charter | January 2029 | Crude | ||||||||
| 26. DF Montmartre | 2023 | 109,999 | 2024 | time charter | August 2027 | Crude | ||||||||
| 27. DF Mystras | 2023 | 109,999 | 2024 | time charter | July 2027 | Crude | ||||||||
| PANAMAX | ||||||||||||||
| 1. Sunray (11) | 2016 | 74,039 | 2016 | time charter | October 2026 | Crude/Products | ||||||||
| 2. Sunrise | 2016 | 74,043 | 2016 | time charter | November 2026 | Crude/Products | ||||||||
| 3. World Harmony (5) | 2009 | 74,200 | 2010 | time charter | September 2025 | Crude/Products | ||||||||
| 4. Chantal (5) | 2009 | 74,329 | 2010 | time charter | October 2025 | Crude/Products | ||||||||
| 5. Selini (5)(6) | 2009 | 74,296 | 2010 | time charter | April 2025 | Crude/Products | ||||||||
| 6. Salamina (5)(6) | 2009 | 74,251 | 2010 | time charter | April 2025 | Crude/Products | ||||||||
| 7. Selecao(5) | 2008 | 74,296 | 2008 | time charter | June 2025 | Crude/Products | ||||||||
| 8. Socrates (5) | 2008 | 74,327 | 2008 | time charter | July 2025 | Crude/Products | ||||||||
| 9. Andes | 2003 | 68,439 | 2003 | time charter | July 2025 | Crude/Products | ||||||||
| HANDYSIZE | ||||||||||||||
| 1. Andromeda | 2007 | 37,061 | 2007 | spot | — | ice-class 1A | Products | |||||||
| 2. Aegeas | 2007 | 37,061 | 2007 | spot | — | ice-class 1A | Products | |||||||
| 3. Byzantion (6) | 2007 | 37,275 | 2007 | pool | — | ice-class 1B | Products | |||||||
| 4. Bosporos (6) | 2007 | 37,275 | 2007 | pool | — | ice-class 1B | Products | |||||||
| LNG | ||||||||||||||
| 1. Tenergy (4) (10) | 2022 | 93,649 | 2022 | time charter | January 2027 | LNG | ||||||||
| 2. Maria Energy | 2016 | 93,301 | 2016 | time charter | April 2038 | LNG | ||||||||
| Total Vessels | 61 | 7,454,725 |
| (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 charterer has the option to extend the term of the charter for one year. |
| (4) | The charter rate for these vessels is based on a fixed minimum rate for the Company plus different levels of profit sharing above minimum rate, determined and settled on a calendar month basis. |
| (5) | 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. |
| (6) | 49% of the holding company of these vessels is held by a third-party. |
| (7) | The charterer has the option to extend the term of the charter for up to seven additional years. |
| (8) | The charterer has the option to extend the term of the charter for up to five additional years. |
| (9) | The charterer has the option to extend the term of the charter for up to three additional years. |
| (10) | Vessels are chartered-in on a bare-boat basis by a subsidiary company. Vessel Sakura Princess until 2025, Arctic and Antarctic until 2026 and Tenergy until 2032. |
| (11) | 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 three months. |
| (12) | The charterer has the option to extend the term of the charter for up to four additional years. |
| (13) | The charterer has the option to extend the term of the charter for up to six additional years. |
Our vessels under construction, as of April 4, 2025, consisted of the following:
| Vessel | Expected Delivery |
Shipyard | Deadweight Tons | Purchase Price(1) (in millions of U.S. dollars) | Charter Type | Expiration of Charter | ||||||
| MR | ||||||||||||
| 1 HN 1521 | Q1 2026 | Jiangsu Yangzijiang Shipbuilding Group Co., Ltd. | 50,000 | 44.85 | — | — | ||||||
| 2 HN 1522 | Q1 2026 | Jiangsu Yangzijiang Shipbuilding Group Co., Ltd. | 50,000 | 44.85 | — | — | ||||||
| SUEZMAX DP2 SHUTTLE | ||||||||||||
| 1 Athens 04 (3) | Q2 2025 | Samsung Heavy Industries Co | 154,350 | 130.17 | time charter | April 2032 | ||||||
| 2 Paris 24 (3) | Q2 2025 | Samsung Heavy Industries Co | 154,350 | 130.14 | time charter | June 2032 | ||||||
| 3 Anfield (4) | Q3 2026 | Samsung Heavy Industries Co | 154,850 | 149.55 | time charter | September 2026 | ||||||
| 4 HN 2733 | Q3 2027 | Samsung Heavy Industries Co | 154,650 | 148.12 | bareboat charter | July 2042 | ||||||
| 5 HN 2734 | Q4 2027 | Samsung Heavy Industries Co | 154,650 | 148.12 | bareboat charter | December 2042 | ||||||
| 6 HN 2735 | Q1 2028 | Samsung Heavy Industries Co | 154,650 | 148.12 | bareboat charter | March 2043 | ||||||
| 7 HN 2736 | Q2 2028 | Samsung Heavy Industries Co | 154,650 | 148.12 | bareboat charter | June 2043 | ||||||
| 8 HN 2737 | Q3 2028 | Samsung Heavy Industries Co | 154,650 | 148.12 | bareboat charter | August 2043 | ||||||
| 9 HN 2738 | Q3 2028 | Samsung Heavy Industries Co | 154,650 | 148.12 | bareboat charter | August 2043 | ||||||
| 10 HN 2739 | Q4 2028 | Samsung Heavy Industries Co | 154,650 | 148.12 | bareboat charter | October 2043 | ||||||
| 11 HN 2740 | Q4 2028 | Samsung Heavy Industries Co | 154,650 | 148.12 | bareboat charter | November 2043 | ||||||
| 12 HN 2741 | Q4 2028 | Samsung Heavy Industries Co | 154,650 | 148.12 | bareboat charter | December 2043 | ||||||
| SUEZMAX | ||||||||||||
| 1 Dr Irene Tsakos (5) | Q2 2025 | Hyundai Heavy Industries Co | 157,000 | 86.62 | time charter | May 2030 | ||||||
| 2 Silia T (2) | Q3 2025 | Hyundai Heavy Industries Co | 157,000 | 86.59 | time charter | August 2030 | ||||||
| LR1 | ||||||||||||
| 1 Hull 1623 | Q2 2027 | Jiangsu Yangzijiang Shipbuilding Group Co., Ltd. | 75,000 | 56.94 | — | — | ||||||
| 2 Hull 0307383 | Q3 2027 | New Times Shipbuilding Co., Ltd | 73,500 | 56.08 | — | — | ||||||
| 3 Hull 0307384 | Q4 2027 | New Times Shipbuilding Co., Ltd | 73,500 | 56.08 | — | — | ||||||
| 4 Hull 0307385 | Q3 2028 | New Times Shipbuilding Co., Ltd | 73,500 | 56.02 | — | — | ||||||
| 5 Hull 0307386 | Q3 2028 | New Times Shipbuilding Co., Ltd | 73,500 | 56.02 | — | — | ||||||
| 2,638,400 | 2,286.99 | |||||||||||
| (1) | Including any extra costs agreed as of April 4, 2025 |
| (2) | The charterer has the option to extend the term of the charter for up to six additional years. |
| (3) | The charterer has the option to extend the term of the charter for up to eleven additional years. |
| (4) | The charterer has the option to extend the term of the charter for up to ten additional years. |
| (5) | The charter rate for these vessels is based on a fixed minimum rate for the Company plus different levels of profit sharing above minimum rate, determined and settled on a calendar month basis. |
We have arranged charters starting from the delivery of our DP2 suezmax shuttle tankers and our suezmax tankers under construction, for period of three to fifteen years, excluding charterer options for extension. The new buildings have a double hull design compliant with all classification requirements and prevailing environmental laws and regulations. Tsakos Shipping works closely with the shipyards in the design of the new buildings and provides supervisory personnel present during the construction.
Fleet Deployment
Depending on management’s view of the state of the current spot market and future prospects for the market, we aim to optimize the financial performance of our fleet by deploying at least half of our fleet on either time charters or period employment with variable rates, as we take proactive steps to meet any potential negative impact of the expanding world fleet on freight rates. As at April 4, 2025, the percentage of the fleet that is in employment at fixed rates (including time charters with a profit share component) was 82%, which is higher compared to prior periods. If the prospects for the spot market appear to management to generate sustainable positive returns, management may decide to deploy immediately to the spot market vessels coming off time-charter. We believe that our fleet deployment strategy and flexibility provide 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 2024, 2023 and 2022 as a percentage of operating days.
| Year Ended December 31, | |||||
| 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% | ||
| Total Net Earnings Days | 20,924 | 20,903 | 22,640 | ||
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 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 order to optimize the deployment of our fleet. As of April, 4, 2025, our fleet has eight tankers operating on spot voyages and two tankers operating under pool arrangements.
We have also secured charters from the delivery of fourteen of our new buildings, our twelve DP2 suezmax shuttle tankers for periods from seven to fifteen years and our two suezmax tankers for periods from three to five years, excluding charterer options for extension. We have not yet arranged employment for our two MR tankers and five LR1 tankers under construction which are scheduled for delivery to us in the first quarter of 2026, in the second, third and fourth quarter of 2027 and the third quarter of 2028, respectively.
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 Management’s 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 fleet’s technical management, including crewing, maintenance and repair, and voyage operations, have been subcontracted by Tsakos Energy Management to TST. 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. The technical management of thirteen vessels (four with Hyundai Ocean Services, two with International Tanker Management, one with Bernhard Schulte Shipmanagement, one with LSC and five with Wallem) was sub-contracted to third-party ship managers during 2024.
The following chart illustrates the management of our fleet as of December 31, 2024:
Technical management of the LNG carriers Maria Energy and Tenergy, the VLCCs Hercules I, Ulysses, Dias I, the suezmax tankers Decathlon and Popi Sazaklis, the aframax tankers Maria Princess, Ise Princess, Alpes, Aspen, DF Montmartre, DF Mystras, was sub-contracted to unaffiliated third-party ship managers.
Management Contract
Executive and Commercial Management
Pursuant to our management agreement with Tsakos Energy Management, 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 subsidiaries’ vessels.
The monthly fee may be adjusted annually in accordance with the terms of the agreement with Tsakos Energy Management, if both parties agree. On January 1, 2024, monthly fees remained the same, apart from the third-party managed vessels, which incurred minor increases. Monthly fees for third-party managed vessels increased to $28,756 from $28,384 for the suezmax tanker Decathlon, the VLCCs Ulysses, Hercules I from $29,742 to $30,149, for LNG carriers Maria Energy and Neo Energy (up to the sale May 31, 2024) increased to $45,858 from $45,105 and Tenergy to $37,500 from $36,667, for the aframax tankers Sapporo Princess (up to November 17, 2024) and Maria Princess from $29,742 to $30,149, and from $28,884 to $29,256 for the aframax tanker Ise Princess, respectively. Monthly fees for VLCC Dias I and suezmax tanker Eurochampion 2004 (up to the sale January 11, 2024) amounted to $28,708 and $29,742, respectively. For the newly acquired vessels, aframax tankers Alpes, Aspen, and the suezmax Popi Sazaklis, monthly fees amounted to $29,280 and $28,708 for the dual fuel LNG aframax tankers DF Montmartre and DF Mystras, respectively.
The management fee starts to accrue for a vessel at the point a new building 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 other listed tanker companies. We paid Tsakos Energy Management aggregate management fees of $19.9 million in 2024, $19.5 million in 2023 and $20.2 million in 2022. From these amounts, Tsakos Energy Management paid a technical management fee to Tsakos Shipping and Trading. 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 with management our overall chartering strategy for our subsidiaries’ 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 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 subsidiaries’ 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. The total amount paid for these chartering brokerage commissions was $9.7 million in 2024, $11.0 million in 2023 and $10.7 million in 2022. In addition, Tsakos Shipping may charge a brokerage commission on the sale of a vessel. In 2024, the suezmax tankers, Eurochampion 2004, Euronike, the aframax tankers Izumo Princess, Nippon Princess and the LNG carrier, Neo Energy were sold and for this service Tsakos Shipping charged $1.2 million, representing 0.5% of the sale price. In 2023, six handymax tankers, Artemis, Afrodite, Ariadne, Aris, Apollon, Ajax and two handysize tankers Arion and Amphitrite were sold and for this service Tsakos Shipping charged $0.8 million, representing 0.5% of the sale price. In 2022, the aframax tanker Proteas and the panamax tanker Inca were sold and for this service Tsakos Shipping charged $0.3 million, representing 1.0% of the sale price. Tsakos Shipping may also charge a fee on delivery of each new building vessel in payment for the cost of design and supervision of the new building by Tsakos Shipping. In 2024, $1.0 million in aggregate was charged for supervision fees of the aframax tankers Njord DF, Ran DF, Chios DF and Ithaki DF, which were delivered in the third and fourth quarter of 2023 and the first quarter of 2024, respectively. In 2023, $0.5 million in aggregate was charged for supervision fees of the LNG carrier, Tenergy and the DP2 shuttle tanker, Porto, which were delivered in the first and third quarter of 2022, respectively. In 2022, no such fee was charged.
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 new buildings and the loading and discharging of cargoes when necessary.
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 new buildings, or to sell any vessels. All decisions to purchase or sell vessels require the approval of our Board of Directors.
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 new building 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 TST to manage the day-to-day aspects of tanker operations, including maintenance and repair, provisioning, and crewing of the vessels in the fleet. We benefit from the economies of scale of having our subsidiaries’ vessels managed as part of the TST managed fleet. On occasion, TST subcontracts the technical management and manning responsibilities of our subsidiaries’ vessels to third-parties. The executive and commercial management of our subsidiaries’ vessels, however, is not subcontracted to third-parties. TST 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 178 employees engaged in ship technical management and approximately 3,000 seafaring employees, of whom approximately 1,300 are employed at sea and the remainder is on leave at any given time. Their principal office is in Athens, Greece. The vessels managed by TST on our behalf consists of tankers.
Tsakos Energy Management pays TST 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.
TST 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 carriers Maria Energy, Tenergy, the VLCCs Hercules I, Ulysses, Dias I, the suezmax tankers Decathlon and Popi Sazaklis, and the aframax tankers Maria Princess, Ise Princess, Alpes, Aspen, DF Montmartre and DF Mystras are subcontracted to unaffiliated third-party 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. TST 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.
TST 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 TST, 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 vessel’s charter commitments. In addition to dry-dockings, TST, where necessary, utilizes superintendents to conduct periodic physical inspections of our vessels.
Crewing and Employees
We do not employ personnel to run our business on a day-to-day basis. We outsource substantially all our executive, commercial and technical management functions.
TST arranges employment of captains, officers, engineers and other crew who serve on the vessels. TST 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 world’s 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 2024.
| Customer | Year Ended December 31, 2024 |
| Equinor | 16.64 % |
| Exxonmobil | 10.03 % |
| Flopec | 8.81 % |
| Vitol | 7.01 % |
| CSSA | 5.51 % |
| Petrobras | 5.38 % |
| Petco | 4.89 % |
| Trafigura | 4.85 % |
| Galp | 4.27 % |
| Shell | 3.45 % |
| Chevron | 3.40 % |
| BP Shipping | 3.29 % |
| Unipec | 2.32 % |
| Pisco | 2.07 % |
| RWE | 2.00 % |
| Aramco | 1.87 % |
| Mecuria | 1.56 % |
| Litasco | 1.24 % |
| Heritage | 1.00 % |
| Uniper | 0.99 % |
Regulation
| A. | Context |
Our business and the operation of our vessels are significantly 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 change frequently, we cannot predict the ultimate cost of compliance 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. We are required by various governmental and quasi-governmental agencies 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. Our vessels may also be subject to regulation by way of taxes or financial payments for liability, in relation to emissions, for example.
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.
| B. | Relevant Laws and Regulations |
| a. | International Maritime Organization ("IMO") |
IMO. The International Maritime Organization (“IMO”) has adopted international conventions that impose liability for oil pollution in international waters and in a signatory’s territorial waters, including amendments to Annex I of the 1973 International Convention for the Prevention of Pollution from Ships (“MARPOL”) which set forth 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. The regulations are intended to reduce the likelihood of oil pollution in international waters. These amendments became effective on April 5, 2005.
| i. | MARPOL Annex I |
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 were placed on or after August 1, 2007. Since March 1, 2018, Form B of the Supplement to the International Oil Pollution Prevention Certificate contained in MARPOL Annex I has been amended to simplify its completion with respect to 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.
| ii. | MARPOL Annex IV |
MARPOL Annex IV entered into force on September 27, 2003, and a revised Annex IV was adopted on April 1, 2004 and entered into force on August 1, 2005. It requires ships engaged in international voyages, of 400 gross tonnage and above, and certified to carry more than 15 persons to have systems and controls in place to deal with human sewage, for governments to have port reception facilities, and a requirement for survey and certification. Annex IV prohibits the discharge of sewage into the sea, except when the ship has an approved sewage treatment plant in operation or when the ship is discharging comminuted and disinfected sewage using an approved system at a distance of three nautical miles from the nearest land.
| iii. | MARPOL Annex VI |
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 (“NOx”) 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 (discussed below in "IMO Emission Control Areas"). 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 (“IAPP”) 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, NOx 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 were fully phased in at the beginning of 2020, and by establishing three tiers of NOx emission standards for new marine diesel engines, depending on their date of installation. Additionally, more stringent emission standards apply in ECAs. The U.S. ratified the amendments in October 2008. Annex VI was implemented in the U.S. through the Act to Prevent Pollution from Ships (“APPS”). Annex VI, APPS and implementing regulations promulgated by the U.S. Environmental Protection Agency (“EPA”) under the Clean Air Act (“CAA”) impose engine-based and fuel-based standards that apply to U.S. flagged ships wherever located, and to non-U.S. flagged ships operating in U.S. waters, as well as ships operating within the 200 nautical mile border around the U.S., including the North American ECA and the U.S. Caribbean ECA, which encompasses waters around Puerto Rico and the U.S. Virgin Islands. The APPS statute requires engine manufacturers, owners and operators of vessels, and other persons to comply with Annex VI of MARPOL. The EPA and the U.S. Coast Guard (the “USCG”) enforce these requirements pursuant to authority under APPS, the CAA and a 2011 Memorandum of Understanding between the EPA and the USCG setting forth the terms by which the EPA and the USCG mutually cooperate in enforcement and implementation.
Amendments to Annex VI to address greenhouse gas (“GHG”) emissions from shipping came into force on January 1, 2013. Newbuild 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”). Amendments and guidelines to both EEDI and SEEMP have since been introduced, including but not limited to the 2022 Guidelines on survey and certification of EEDI, and the 2024 Guidelines for the development of a SEEMP. All our vessels have SEEMPs. The EEDI requirements do not apply to a liquefied natural gas (“LNG”) carrier unless the construction contract for the carrier was placed on or after September 1, 2015. Our LNG carriers comply with EEDI requirements as indicated in the vessels International Energy Efficiency (IEE) Certificate. 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. In April 2016, the IMO adopted an amendment to Annex VI regarding requirements for recording operational compliance with NOx Tier III ECAs (discussed in further detail below), and a further amendment to the NOx Technical Code 2008 to facilitate the testing of gas and dual fuel engines. This amendment entered into force on September 1, 2017. Further amendments to the Code came into force on 1 October 2020, governing electronic record books and certification requirements for SCR (selective catalytic reduction) systems. We believe that maintaining compliance with Annex VI will not have a significantly adverse financial impact on the operation of our vessels.
Further amendments to Annex VI of MARPOL were adopted by the MEPC in October 2016, as subsequently further amended. Beginning on January 1, 2019(now) Regulation 27 of chapter 4 of Annex VI added a requirement for ships of 5,000 gross tons and above to collect consumption data for each type of fuel oil used as well as other specified data. The collection method should be set out in the SEEMP and this information must have been submitted to the flag state no later than March 31, 2020. The flag state in turn must submit data to an IMO Ship Fuel Oil Consumption Database (IMO DCS). Other regulations were amended to cater to this new requirement, including those related to certificates, surveys and port state control. Amendments to Appendix IX of Annex VI, due to enter into force on 1 August 2025, will add to data reporting requirements under IMO DCS, including: fuel oil consumption while the ship is not under way by fuel oil type, and installation of any innovative technology, which changes are also reflected in the 2024 Guidelines for the development of a SEEMP (as concerns Part II, relating to the ship's Fuel Oil Consumptions Data-Collection Plan).
The MEPC also adopted amendments to Annex VI setting the global limit for sulfur content of ships’ fuel oil to 0.50% mass by mass (“m/m”) as opposed to the former global limit of 3.5% m/m. The new sulfur limit entered into effect on January 1, 2020. From March 1, 2020, ships were not permitted to transport fuels containing more than 0.50% m/m sulfur content for use on board, regardless of whether a ship is operating outside a designated ECA, unless the ship has an approved exhaust cleaning system ("EGCS") or “scrubber” fitted (see also discussion of IMO Emission Control Areas below). This impacts on the rates to be achieved (eg scrubber premium) for vessels, as vessels that are scrubber fitted may be able to achieve higher charter rates. It is not expected that compliance with such regulations will have a material effect on the operation or financial viability of our business. Amendments to Annex VI of MARPOL came into force on April 1, 2022, changing the required procedure in Regulation 14 for sampling and verification of the sulfur content of in-use and on-board fuel oil and installation of on board sampling point or points for in-use fuel. There are other jurisdictions which regulate the sulphur content of fuel used on board.
From April 1, 2022, changes to the reporting requirements on the vessel's required and attained EEDI values contained in what is now Regulation 22, brought forward the effective date of phase 3 requirements to 2022 for several ship types including gas carriers and LNG carriers. New ships built from April 1, 2022, are required to be significantly more energy efficient than the baseline.
On November 1, 2022, new amendments to Annex VI of MARPOL, adopted by the MEPC at its 76th session, entered into force. The amendments impose mandatory short term goal based technical and operational measures designed to reduce the carbon intensity of international shipping, in line with the IMO's revised strategy on the reduction of GHG emissions from ships as adopted on July 7, 2023 which incorporates targets for net-zero GHG emissions from international shipping by or around 2050 and indicative achievement check-points by at least 20% reduction by 2030 and at least 70% reduction by 2040 (compared to 2008 levels) the reduction of carbon intensity of international shipping by at least 40% by 2030 (compared to 2008 levels) and the uptake of at least 5% of the international shipping with zero or near-zero GHG emission technologies, fuels and/or energy sources by 2030.The short term GHG reduction measures include the Energy Efficiency Existing Ship Index (EEXI) and the Carbon Intensity Indicator (CII). The EEXI effectively extends design requirements under the EEDI to all cargo and cruise ships above 400 GT falling under Annex VI (including tankers and LNG carriers). The vessel's EEXI technical file (proving that the vessel meets the required attained EEXI value) was required to be approved at the vessel's first annual survey after January 2023. The Carbon Intensity Indicator (CII) is an operational efficiency performance rating that is given to all cargo and cruise ships above 5,000 GT falling under Annex VI. The CII rating relates to the carbon intensity of a vessel's operations. Vessels require a new SEEMP Part III that measures the vessel's CII and sets a mandatory annual CII target to be attained via operational compliance steps. The CII metric for calculating a vessel's annual operational carbon intensity is the annual efficiency ratio ("AER"), which considers a vessel's total CO2 emissions over the vessel's total distance sailed (as deadweight ton miles). A ship's carbon intensity is rated by performance level A (best – major superior) to E (worst – inferior) which is recorded on the SEEMP. If a ship is rated D for three consecutive years or E for one year, it will have to submit a corrective action plan describing how it will achieve rating C or better. Administrations, port authorities and other stakeholders are encouraged by the MEPC to provide incentives to ships rated A or B. The MEPC is to review the effectiveness of these requirements by January 1, 2026 and develop further amendments as required. A review of regulations relating to both CII and EEXI was commenced at MEPC 82 in October 2024. As a result the full financial impact of complying with these measures is not yet clear.
| iv. | Convention on Facilitation of International Maritime Traffic (“FAL”) |
In April 2016, a revised annex to the Convention on Facilitation of International Maritime Traffic (“FAL”) was adopted by the IMO. It contains revised mandatory requirements for the electronic exchange of information on cargo and crew. This electronic exchange of information was mandatory beginning April 9, 2019, with a transition period of no less than 12 months. Other revised standards cover discrimination in respect to shore leave and access to shore-side facilities and updates to recommended practice in relation to stowaways. The revised annex entered into force on January 1, 2018. We comply with these regulations. In May 2022, the IMO's Facilitation Committee adopted amendments to FAL which entered into force on January 1, 2024. These amendments make it mandatory for public authorities to establish, maintain and use single window systems for the electronic exchange of information required on arrival, stay and departure of ships in ports. Public authorities must combine or coordinate the electronic transmission of the data to ensure that information is submitted or provided only once and re-used to the maximum extent possible. The updated annex to the FAL Convention requires Contracting Governments and their relevant public authorities to allow ships and ports to remain fully operational during a public health emergency of international concern (PHEIC), in order to maintain complete functionality of global supply chains to the greatest extent possible. Public authorities are also required to designate port workers and ships' crew as key workers (or equivalent), regardless of their nationality or the flag of their ship, when in their territory. In March 2023, the IMO's Facilitation Committee adopted amendments to FAL that entered into force on January 1, 2025. The amendments affect the Recommended Practice 7.11 and focus on addressing the need to combat illegal activities in national facilitation programs.
| v. | International Convention on the Control of Harmful Anti-fouling Systems on Ships (the "Anti-fouling Convention") |
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 applied that act as a barrier to the leaching of the prohibited compounds. 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. Draft amendments to the Anti-fouling Convention were approved by the MEPC in November 2020 and adopted at its 76th session in June 2021, which prohibits anti-fouling systems containing cybutryne (also known as Irgarol-1051) from January 1, 2023, or for ships which already have such an anti-fouling system, at the next scheduled renewal of the anti-fouling system after January 1, 2023, but no later than 60 months following the last application of the ship of such an anti-fouling system. We fully comply with the provisions of the “Anti-fouling Convention” and we do not believe that we will have an adverse financial impact on the operation of our vessels.
| vi. | International Code for the Construction and Equipment of Ships carrying Liquefied Gases in Bulk (“ICG Code”) and others |
In addition, our LNG carriers meet IMO requirements for liquefied gas carriers including those contained in the International Code for the Construction and Equipment of Ships carrying Liquefied Gases in Bulk (“ICG Code”), the Existing Ships Carrying Liquefied Gases in Bulk (“EGC Code”) and the Code of the Construction and Equipment of Ships Carrying Liquefied Gases in Bulk (“IGC Code”). In order to operate in the navigable waters of the IMO’s 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. In December 2024, the IMO Maritime Safety Committee adopted amendments to chapter 6 of the IGC Code sets out amended requirements for metallic materials used in cargo tanks that will apply to LNG carriers. These amendments are expected to enter into force in 2026. Liquefied gas carriers are also subject to international conventions that regulate pollution in international waters and a signatory’s 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 Company’s LNG carriers. Since January 1, 2021, Annex II MARPOL has imposed stricter controls on the discharge of noxious liquid substances residues in specified areas (North West European waters, Baltic Sea area, Western European waters and the Norwegian Sea). In these areas prewash and discharge to a port reception facility are required for cargo residues and tank washings containing persistent floating products (for example, certain vegetable oils and paraffin-like cargoes).
| vii. | International Code of Safety for Ships Using Gases or Other Low-flashpoint Fuels (“IGF Code”) |
Our dual fuel tankers meet IMO requirements of the IGF Code, which stands for the International Code of Safety for Ships Using Gases or Other Low-flashpoint Fuels. Our DF vessels have been constructed and meet, apart from SOLAS and MARPOL requirements, the IGF Code requirements. Crew onboard these vessels are also certified with the additional STCW requirements for this type of vessels.
| viii. | MARPOL Annex V |
On January 1, 2013, 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” 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 the: (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. 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. Our protocol addresses the Annex V special areas and we do not consider them likely to adversely affect our ability to operate our vessels.
In October 2016, the IMO adopted amendments to Annex V which place responsibility on shippers to determine whether or not their cargo is hazardous to the marine environment (with such categorization to be carried out in accordance with the UN Globally Harmonized System of Classification and Labelling of Chemicals) and introduced a two-part garbage record book which splits cargo residues from garbage other than cargo residues. These amendments entered into force on March 1, 2018. This requirement was extended in December 2022 to vessels of 100 gross tonnage or above and less than 400 gross tonnage. The MEPC has also agreed that by 2025 this amendment will extend to all vessels, including fishing vessels, to support the IMO's commitment to addressing marine plastic litter from ships and the UN 2030 Sustainable Development Goal 14. We have policies and procedures in place to ensure compliance with these amendments to Annex V.
The technical managers of our fleet vessels have established, implemented, and continue to maintain procedures as well as health, safety, environmental, and energy programs in alignment with the applicable ISO standards such as ISO 9001, 14001, 45001, and 50001. These efforts aim to ensure regulatory compliance, drive continual improvement in health, safety, environmental, and energy performance, eliminate accidents, and minimize environmental impact.
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. Any additional laws and regulations that are adopted could limit our ability to do business or increase our costs. The results of these or other potential future 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 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.
| ix. | International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (“ISM Code”) |
The operation of our vessels is also affected by the requirements set forth in the IMO’s 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 July 1, 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 technical managers and vessels in our fleet are certified in accordance with the International Safety Management (ISM) Code.
| x. | International Convention for the Safety of Life at Sea (“SOLAS”) |
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 applicable current and future known requirements.
SOLAS Regulation II-2/4 has been amended to require that ships carrying oil fuel shall prior to bunkering with fuel be provided with a declaration signed and certified by the fuel oil supplier's representative that the oil fuel supplied is in conformity with regulation SOLAS II.2/4.2.1 and with the test method used for determining the flashpoint. These amendments are expected to come into effect on January 1, 2026. SOLAS Regulations II-2/4.5 and II-2/11.6 have been amended to clarify the provisions relating to the secondary means of venting cargo tanks in order to ensure adequate safety against over and under pressurization. SOLAS Regulation II-2/20 relating to the performance of ventilation systems was also amended. These changes apply to all tankers constructed on or after January 1, 2017. All of our tankers constructed on or after January 1, 2017 comply with, and our new buildings will meet, these requirements.
SOLAS Regulation II-2 10.10.1 and 10.10.3 have been amended and require ships constructed on or after July 1, 2014 to be fitted with the following by July 1, 2019: a) compressed air breathing apparatus fitted with an audible alarm and a visual or other device which will alert the user before the volume of the air in the cylinder has been reduced to no less than 200 liters; b) a minimum of two two-way portable radiotelephone apparatus for each fire party for fire-fighter’s communication. The two-way portable radiotelephone apparatus must be explosion-proof or intrinsically safe. Fire parties are individuals or groups listed on the muster list. All our vessels comply with these requirements.
Performance standards for Enhanced Group Call (“EGC”) and NAVTEX Equipment have also been amended. Such equipment installed after July 1, 2019 must comply with SOLAS IV/7 and SOLAS IV/14. SOLAS Regulations III/3 and III/20 were amended effective January 1, 2020. From this time, all ships must comply with requirements for maintenance, thorough examination, operational testing, overhaul and repair of lifeboats and rescue boats, launching appliances and release gear contained in SOLAS Chapter III. Amendments to SOLAS Regulation II-1/3-8 requiring appropriate and safe-to-use designs of mooring arrangements, introduction of a maintenance and inspection regime and proper documentation entered into force on January 1, 2024. In addition, amendments to parts B-1, B-2 and B-4 of SOLAS chapter II-1 related to watertight integrity requirements entered into force on January 1, 2024.
Amendments to SOLAS chapters II-1, III, IV and V, and the appendix (Certificates), to the 1988 SOLAS Protocol, the 1994 and 2000 HSC Codes, the 1983 and 2008 SPS Codes and the and the 1979, 1989 and 2009 MODU Codes have been adopted to complete modernization of the Global Maritime Distress and Safety System (GMDSS) and to enable use of modern communication systems in future, as well as amendments to existing related resolutions such as on performance standards for equipment. Amendments to the 1978 SOLAS Protocol concerning the Form of Safety Equipment Certificate for Cargo Ships are expected to apply from 1 January 2026 to ensure harmonization with SOLAS as a result of the GMDSS modernization. Furthermore, amendments to parts A and A-1 of the International Code of Safety for Ships using Gases or other Low-flashpoint Fuels (IGF Code) have been made which relate to loading limits for liquefied gas fuel tanks, amongst other things. Amendments have also been made regarding the protection of fuel supply for liquefied gas fuel tanks, in order to prevent explosions. Further amendments to the IGF Code are expected to enter into force from January 1 2026 for ships using natural gas as fuel and related to the requirements for metallic materials used in fuel tanks.
| xi. | International Convention on Standards of Training, Certification and Watchkeeping for Seafarers (“STCW Convention”) |
The International Convention on Standards of Training, Certification and Watchkeeping for Seafarers (“STCW Convention”) and its associated Code was amended in June 2010 (the “Manila Amendments”) with such amendments entering into force on January 1, 2012, with a five-year transitional period until January 1, 2017. As of 2018 all seafarers are required to meet the STCW standards and be fully certified in accordance with the revised STCW amendments. Flag states that have ratified SOLAS and STCW generally employ the classification societies, which have incorporated SOLAS and STCW requirements into their class rules, to undertake surveys to confirm compliance. From January 1, 2017, all of our crew's STCW Convention certificates have been issued, renewed and revalidated in accordance with the provisions of the Manila Amendments.
| xii. | Nairobi Wreck Removal Convention 2007 (“Wreck Convention”) |
The Nairobi Wreck Removal Convention 2007 (“Wreck Convention”) entered into 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 requires 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.
| xiii. | Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009 (the "Hong Kong Convention") |
The Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009 (the Hong Kong Convention) enters into force on 26 June 2025. Regulations in the Convention cover: the design, construction, operation and preparation of ships for recycling in a safe and environmentally manner; the operation of ship recycling facilities; and the establishment of an enforcement mechanism for ship recycling as well as certification and reporting requirements. To comply with the Hong Kong Convention, ships must keep on board an Inventory of Hazardous Materials that is prepared, verified and updated in line with IMO guidelines. The IMO MEPC has adopted various guidelines relating and ancillary to the Hong Kong Convention.
| b. | US Laws and Regulations |
| i. | The U.S. Oil Pollution Act of 1990 (“OPA 90”) |
OPA 90. The U.S. Oil Pollution Act of 1990 (“OPA 90”) established an extensive regulatory and liability regime for the protection and clean-up of the environment from oil spills. OPA 90 affects all owners and operators whose vessels trade to the U.S. or its territories or possessions or whose vessels operate in U.S. waters, which include the U.S.’s territorial sea and its two hundred nautical mile exclusive economic zone. The USCG is the lead federal agency that enforces OPA 90.
Under OPA 90, vessel owners, operators and bareboat charterers are “responsible parties” and are jointly, severally and strictly liable (unless the oil spill results solely from the act or omission of a third-party, an act of God or an act of war and the responsible party reports the incident and reasonably cooperates with the appropriate authorities) 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. OPA 90 follows a “polluter pays” principle, and as such, the responsible party is liable for damages under OPA 90 up to statutory liability limits. OPA 90 does allow the responsible party to recover against a third-party based on contractual indemnity or via contribution.
OPA 90 allows for the recovery of a broad category of damages, which are defined broadly to include (1) natural resources damages and the related assessment costs, (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 also expressly excludes the economic loss rule that would normally require a proprietary interest in property before allowing for recovery of economic losses.
OPA 90 incorporates limits on the liability of responsible parties for a spill. OPA 90 adjusts the limits of liability, based on increases in the Consumer Price Index (“CPI”) at least every three years. As of February 28, 2025, the limits of liability for a double-hulled tanker over 3,000 gross tons are currently the greater of $2,500 per gross ton or $21,521,000.
These limits of liability would not apply if the incident was proximately caused by violation of applicable U.S. 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 U.S. 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 USCG 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 U.S. 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 U.S. waters are required to file vessel response plans with the USCG 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 USCG and state regulations in the ports where our vessels call.
| ii. | U.S. Comprehensive Environmental Response, Compensation, and Liability Act |
The U.S. Comprehensive Environmental Response, Compensation, and Liability Act. The U.S. Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) applies to spills or releases of hazardous substances other than petroleum or petroleum products, whether on land or at sea. CERCLA imposes joint and several liability, without regard to fault, on the owner or operator of a ship, vehicle or facility from which there has been a release, and on other specified parties. Liability under CERCLA is generally limited to the greater of $300 per gross ton or $500,000 per vessel carrying non-hazardous substances ($5.0 million for vessels carrying hazardous substances), unless the incident is caused by gross negligence, willful misconduct or a violation of certain regulations, in which case liability is unlimited.
| iii. | The U.S. Clean Water Act of 1972 (“CWA”) |
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. Additionally, the CWA provides for the potential application of civil or criminal penalties for a pollution incident. Under 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. Commercial vessels greater than 79 feet in length are required to obtain coverage under the National Pollutant Discharge Elimination System (“NPDES”) Vessel General Permit (the “VGP”) to discharge ballast water and other wastewater into U.S. waters by submitting a Notice of Intent (a “NOI”). The most recent VGP (the “2013 VGP”) became effective in December 2013 and then expired on December 18, 2018, although its provisions remain in force, as described below. The 2013 VGP requires vessel owners and operators to comply with a range of best management practices, reporting, record keeping and other requirements for a number of incidental discharge types and incorporates current USCG requirements for ballast water management, as well as supplemental ballast water requirements. The 2013 VGP included ballast water numeric discharge limits and best management practices for certain discharges. On June 11, 2012 the USCG and the EPA published a memorandum of understanding which provides for collaboration on the enforcement of the VGP requirements, and the USCG routinely includes the VGP as part of its normal Port State Control inspections.
On December 4, 2018, the Vessel Incidental Discharge Act (“VIDA”) was signed into law establishing a new framework for the regulation of vessel incidental discharges under the CWA. VIDA requires the EPA to develop performance standards for those discharges within two years of enactment and requires the USCG to develop implementation, compliance, and enforcement regulations within two years of EPA’s promulgation of standards. Under VIDA, all provisions of the 2013 VGP will remain in force and effect until the USCG regulations are finalized. On October 26, 2020, the EPA published a Notice of Proposed Rulemaking – Vessel Incident Discharge National Standards of Performance in the Federal Register for public comment. The comment period closed on November 25, 2020.
We 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 associated obligations will have a material impact on our operations.
In August 2021, a Federal Judge in California ordered the EPA to update its regulations about the chemicals that can be used to disperse offshore oil spills. Regulatory revisions were published in the Federal Register on June 12, 2023 and became effective six months later (December 11, 2023).
| iv. | The Clear Air Act |
The Clean Air Act. The 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, and to all U.S. flagged vessels regardless of location. 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 NOx by 2030, which has applied from the beginning of 2016, requiring the use of emission control technology. In January 2021, the EPA expanded the availability of a proven, modern inspection method for finding and correcting air pollution leaks at large liquid storage tanks. These amendments allow owner/ operators of certain large tanks known as Volatile Organic Liquid Storage Vessels to conduct less cumbersome "in service" inspections of the tanks, without emptying and degassing the storage tank.
| c. | IMO Emission Control Areas. |
As of 1 January 2020, all vessels subject to MARPOL operating in ECAs (defined above) must use fuel with a sulfur content of 0.10%. Those areas comprise: (1) the Baltic Sea area, (2) the North Sea area, (3) the North American Emission Control Area, (4) the United States Caribbean Sea Emission Control area, and (5) the Mediterranean Sea Emission Control Area as further defined in MARPOL (effective 1 May 2025).
Pursuant to MEPC 82 (held in December 2024): (6) the Canadian Artic Emission Control Area and (7) the Norwegian Sea (as each defined in MARPOL) will also be included as ECAs, from 1 March 2026. To comply with said limits, MARPOL Annex VI allows the vessel's Administration (aka flag state) to allow the use of any "fitting, material, appliance or apparatus to be fitted in a ship …" so long as at least as effective in terms of emissions reductions as those requirements, including EGCS (aka scrubbers). The 2021 EGCS Guidelines set out criteria in relation to permissible EGCS. Individual jurisdictions also regulate the use of EGCS which vary (for example from 1 July 2025 ships with open loop scrubbers will be banned from sailing within a range of Danish coastlines. Similarly, use of Exhaust Gas Cleaning systems is also prohibited within Dubai territorial waters).
Since January 1, 2016, NOx after-treatment requirements have also applied.
California implemented a 24 nautical mile zone within which fuel must have a sulfur content of 0.10% or less on 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.
Similarly, pursuant to the EU Sulphur Directive, fuel with a sulfur content in excess of 0.1% has not been permitted since January 1, 2015 in any "SOx Emission Control Area" (being any areas defined as such pursuant to MARPOL Annex VI).
At MEPC 80, the MEPC agreed to designate the North-Western Mediterranean Sea as a Particularly Sensitive Sea Area ("PSSA"), meaning it can be protected by shipping route measures, which include navigating with particular caution and requirements such as speed reduction measures for ships. 19 PSSAs have been designated including most recently the Nusa Penida Islands and Gili Matra Islands in the Lombok Strait, in 2024.
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 ship’s logbook.
Tier III standards apply to marine diesel engines that are installed on ships which operates in any so-called Nox Tier III emission control area. These areas are: the North American ECA and the United States Caribbean ECA (for qualifying ships constructed on or after 1 January 2016), the Baltic Sea ECA and the North Sea ECA (for qualifying ships constructed on or after 1 January 2021), the Canadian Artic ECA (for qualifying ships constructed on or after 1 January 2025 – effective 1 March 2026), and the Norwegian Sea Emission Control Area (for qualifying ships constructed on or after 1 March 2026). Tier III limits are 80% below Tier I and these cannot be achieved without additional means such as Selective Catalytic Reduction (“SCR”).
There is an exemption to the Tier III requirement to allow ships fitted with dual-fuel engines or only Tier II engines to be built, converted, repaired or maintained at shipyards located inside NOx ECAs if there is not an available, feasible Tier III engine and retrofitting the Tier II engine is not feasible.
Amendments to MARPOL Annex I (by way of addition of a new regulation 43A) introduce a prohibition on the use and carriage for use as fuel of heavy fuel oil (HFO) by ships in Arctic waters on and after 1 July 2024.
Regulation 18.5 of MARPOL Annex VI requires ships of 400 gross tons and above to have on board a Bunker Delivery Note (“BDN”) which records details (as set forth in Appendix V) of fuel oil delivered and used on board for combustion purposes. The BDN also provides the designation requirements for refiners, importers and distributors. The BDN now includes a selection box obliging the purchaser to obtain a notification from the fuel supplier’s representative that fuel is intended to be used in compliance with MARPOL, if the fuel supplied exceeds the 0.5% sulfur limit.
In December 2022, the MEPC adopted amendments to Annex V making it mandatory to include the flashpoint of fuel oil or a statement that the flashpoint has been measured at or above 70˚C in the BDN. This amendment entered into force on 1 May 2024. At its 80th session, MEPC approved new unified interpretations to Regulations 18.5 and 18.6 of MARPOL Annex VI stating that the BDN is acceptable in either hard copy or electronic format.
| d. | Other international regulations |
| i. | International Convention on Liability and Compensation for Damage in Connection with the Carriage of Hazardous and Noxious Substances by Sea ("HNS Convention") |
HNS Convention. Our vessels also may become subject to the International Convention on Liability and Compensation for Damage in Connection with the Carriage of Hazardous and Noxious Substances by Sea, created in 1996 and as amended by the Protocol adopted in April 2010 (as amended, the “HNS Convention”) if it enters into force. The HNS Convention would create a regime of liability and compensation for damage from hazardous and noxious substances (“HNS”), including a two-tier system of compensation composed of compulsory insurance taken out by shipowners and an HNS fund which comes into play when the insurance is insufficient to satisfy a claim or does not cover an incident. In March 2020, EU ministers signed a declaration highlighting the importance of the ratification of international maritime conventions, including the 2010 HNS Convention with a target of May 2021 for ratification by EU Member States. In May 2020 France passed legislation preparing for the ratification of the HNS Protocol 2010. In January 2022, Estonia became the sixth country to deposit instruments of ratification of the HNS Protocol 2010 (joining Canada, Denmark, Norway, South Africa and Turkey). France and Slovakia ratified the Convention in October 2023, and November 2023 respectively. To date however, the HNS Convention has not been ratified by a sufficient number of countries to enter into force. Specifically, the Convention requires at least 12 States to ratify or accede to the Protocol, in addition to other conditions. Currently, eight (8) States (Canada, Denmark, Estonia, France, Norway, South Africa, Slovakia, and Turkey) have consented to be bound by the HNS Convention.
| ii. | International Labour Organization’s Maritime Labour Convention ("MLC 2006") |
The Maritime Labour Convention. The International Labour Organization’s Maritime Labour Convention was adopted in 2006 (“MLC 2006”). The basic aims of the MLC 2006 are to ensure comprehensive worldwide protection of the rights of seafarers (the MLC 2006 is sometimes called the Seafarers’ Bill of Rights) and to establish a level playing field for countries and ship owners committed to providing decent working and living conditions for seafarers, protecting them from unfair competition on the part of substandard ships. The MLC 2006 was ratified on August 20, 2012, and all our vessels were certified by August 2013, as required. Since January 18, 2017, all ships which are subject to the MLC have been required to carry and display on board two certificates confirming that financial security is in place for a) shipowners’ liabilities in the event of abandonment and b) contractual payments for death or long-term disability, as set out in relevant the employment agreement. As of December 26, 2020, shipowners are obliged to pay wages and other entitlements to seafarers where the seafarer is held captive as a result of piracy or armed robbery. The 2022 amendments to the Code of the MLC 2006 set requirements for repatriation of seafarers including those deemed abandoned, provision of internet access on board as far as reasonable practicable as well as health and safety protection. The MLC 2006 requirements have not had, and we do not expect that the MLC 2006 requirements will have, a material effect on our operations. All our vessels comply with the 2022 amendments to the Code of the MLC 2006.
| e. | European Union Initiatives |
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 in 2002 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 also adopted legislation that (1) requires member states to refuse access to their ports by certain substandard vessels, according to vessel type, flag and number of previous detentions; (2) obliges member states to inspect at least 25.0% of vessels using their ports annually and increase surveillance of vessels posing a high risk to maritime safety or the marine environment; (3) provides the EU with greater authority and control over classification societies, including the ability to seek to suspend or revoke the authority of negligent societies; and (4) requires member states to impose criminal sanctions for certain pollution events, such as the unauthorized discharge of tank washings.
Furthermore, the Environmental Crime Directive (Directive (EU) 2024/1203 on the protection of the environment through criminal law) entered into force on 20 May 2024. The Environmental Crime Directive establishes minimum rules for the definition of criminal offences in EU Member States in relation to the environment and a minimum denominator for sanctions for environmental crimes.
| i. | EU MRV |
The Council of the EU has approved the implementation of its 2013 strategy for integrating maritime transport emissions into the EU’s GHG reduction policies, and Regulation (EU) 2015/757 of the European Parliament and of the Council on the monitoring, reporting and verification of carbon dioxide (“CO2”) 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 CO2 emissions from vessels using EU ports, to apply from January 1, 2018. From 2019, by April 30 each year all ships above 5,000 gross tons, regardless of flag, calling at EU ports must submit a verified emissions report annually to the European Commission and the vessel’s flag state. From 2019, by June 30 each year vessels must carry a valid Document of Compliance (“DOC”) confirming compliance with Regulation (EU) 2015/757 for the prior reporting period. This DOC must be made available for inspection at EU ports. From 1 January 2024, vessels are now also required to monitor and report methane and nitrous oxide emissions in line with an updated monitoring plan. Individual Member States have started to introduce CO2 emissions legislation for vessels. The French Transport Code has required vessel operators to record and disclose the level of CO2 emitted during the performance of voyages to or from a destination in France since October 1, 2013.
| ii. | UK MRV |
On 31 January 2020, the UK withdrew from the EU and has become an independent sovereign nation. A transition period applied until 31 December 2020, during which EU law continued to apply in the UK. Since then, the UK has had a new relationship with the EU based on the EU-UK Trade and Cooperation Agreement.
On 16 July 2020, the European Commission published a notice to stakeholders that explained the impact of the UK’s withdrawal from the EU associated with the EU monitoring, reporting and verification of emissions data for shipping. Based on this the Regulation EU 2015/757 on Monitoring, Reporting and Verification of Carbon Dioxide (CO2) Emissions from Maritime Transport would not longer apply to the UK but operators will still need to collect data on voyages between the UK and EEA and vice-versa for input into the existing EU MRV regime.
Although the UK is no longer part of the EU MRV regime, the EU Regulation which established that regime (Regulation (EU) 2015/757) was retained in domestic law under the EU (Withdrawal) Act 2018, subject to amendments needed to make it operable in a UK-only context.
As such the UK MRV regime is an identical monitoring reporting and verification system to the EU regulation that applies to voyages between two UK ports, voyages between a UK and non-EEA port and emissions generated at a UK port. The rest of the compliance obligations remained identical as described under the EU MRV regime.
Moreover, as a result of the UK’s withdrew from the EU, the UK Emissions Trading Scheme (UK ETS) replaced the UK’s participation in the European Union Emissions Trading Scheme on January 1st, 2021. The UK ETS aims to incorporate the scheme to the maritime sector from 2026.
| iii. | The European Green Deal and the European Union's Fit for 55 Package |
The European Green Deal, details of which were issued in December 2019, included proposals to include emissions from the shipping sector into the EU Emissions Trading System (“ETS”). In July 2021, the European Climate Law, which sets out a proposed framework to implement the EU’s aim of being climate neutral by 2050, entered into force According to Directive (EU) 2018/2001 of the European Parliament and of the Council of 11 December 2018 on the promotion of the use of energy from renewable sources, in order to mainstream the use of renewable energy in the transport sector. The share of renewable energy within the final consumption of energy in the transport sector is set to be at least 42.5 % by 2030 (minimum share).
In July 2021, the EU Commission submitted its 'Fit for 55' package, consisting of several legislative proposals to ensure EU legislation is in line with the EU's climate goals under the European Green Deal. Two key proposals were the inclusion of qualifying GHG emissions (presently only carbon emissions) from maritime transport in the (existing) EU ETS from 2023 and FuelEU Maritime, a new proposal targeting the GHG intensity of the energy used on board a vessel on a well to wake basis.
| • | EU Emissions Trading Scheme Directive ("EU ETS") |
The amended EU ETS Directive has applied to cargo and passenger ships of 5,000GT and above since January 1, 2024, and applies to 100% of carbon emissions from voyages between EU ports and 50% of carbon emissions from voyages between an EU port and a non-EU port. The EU ETS is a 'cap and trade' system, where participants purchase allowances via an auction process (or via allocation free of charge), for the purpose of retiring sufficient allowances each year to comply with EU ETS. Surplus allowances can be traded with other participants on a secondary market. An allowance entitles the holder to emit one tonne of CO2 and each year participants must surrender the requisite amount of allowances corresponding to their verified annual of qualifying emissions (monitored, reported and verified in accordance with the MRV (which was also amended in 2023) for the previous reporting calendar year or face paying a financial penalty plus the balance of outstanding allowances. The responsible party is obliged to surrender allowances in accordance with a phase in period: 40% in 2025 for verified emissions relating to the reporting period of 2024, 70% in 2026 for verified emissions relating to the reporting period of 2025 and 100% in 2027 (and every year after) for verified emissions relating to the reporting period of 2026. However, from 2026 qualifying GHG emissions will include nitrous oxides and methane in addition to carbon emissions. It is important to note that the EU ETS provides for means by which the party responsible for compliance costs (which is usually the shipowner, but may be another entity that has assumed responsibilities under the ISM Code and to whom responsibility under EU ETS has been mandated in writing) can request reimbursement from those entities who, pursuant to an underlying physical contract, have contracted to purchase and supply fuel to the vessel or otherwise have assumed operational control of the ship, such as the charterers, for costs in relation to compliance with the EU ETS. We are taking steps to comply with the EU ETS and are continuing to comply with the MRV. It is not expected that compliance with such regulations will have a material effect on the operation or financial viability of our business as we are seeking to pass on the costs of EU ETS compliance to charterers under contractual arrangements, especially on the vessels under time charters. From 2027 EU ETS will be expanded to include offshore ships of 5,000GT and above, and inclusion of offshore and general cargo ships of 400 - 5,000GT are to be considered as part of the review of EU ETS to take place by 2026.
| • | FuelEU Maritime Regulation |
The Fuel EU Maritime Regulation entered into force on 1 January 2025 and sets an annual GHG intensity limit on maritime fuels and other energy used on board vessels above 5,000GT that transport cargo or passengers, arriving at or departing from EU ports.
Under FuelEU Maritime the entity with responsibility for the vessel under the ISM Code; (the technical ship manager) is required to: (1) comply with the annual GHG intensity limit for fuel and energy set by FuelEU Maritime (requiring the monitoring and recording of emissions on an annual basis (each year a "Reporting Period"), on a Well-To-Wake ("WtW") basis), confirmed by the recording of a verified annual compliance balance on the FuelEU Database before 1 May of the following year (the "Verification Period"); (2) from 2030, comply with provisions relating the mandatory use of onshore power supply for passenger and container vessels; and (3) where it is established that the uptake of renewable fuels of non-biological origin ("RFNBO") for the Reporting Period 2031 is less than 1% across the shipping sector, comply with a sub-target of RFNBOs to be used on board equal to 2% of its yearly energy consumption, from 2034 onwards.
For the purpose of monitoring and recording, WtW emissions for voyages are counted in the same way as those for the EU ETS (see above).
Starting from 2026 calendar year for the 2025 reporting period and thereafter for every subsequent reporting period, the following key stages are required during each Verification Period: By 31 January, each company must provide its verifier with a ship-specific FuelEU Report containing ship and voyage-related information in respect of the recent Reporting Period. By 31 March the verifier must calculate and notify the company of the yearly average GHG intensity of the energy used on board the ship, the ship's compliance balance, and other information. Before 1 May the verifier must record each company's verified GHG intensity compliance balance on the FuelEU Database. Companies whose verified compliance balance does not meet the annual GHG intensity limit ("Deficit Vessels"), are subject to a penalty of EUR 2,400 per tonne of VLSFO energy equivalent, in respect of any negative balance (a "Compliance Deficit"), payable by 30 June of the Verification Period. By the same date the verifier will issue a FuelEU Document of Compliance ("DOC") to all vessels that do not have a compliance Deficit, or have paid any Penalty owed, which will remain valid for 18 months or until the next DOC is issued, whichever is earlier.
To facilitate compliance, between 31 March and 30 April FuelEU Maritime allows companies to make use any of three flexibility mechanisms (and more than one, where compatible): (1) borrowing (whereby Deficit Vessels may borrow compliance surplus from the following Reporting Period, in exchange for a multiplier to the Compliance Deficit in the year from which Surplus was borrowed); (2) banking, where by compliant Vessels ("Surplus Vessels"), may transfer any excess positive balance ("Compliance Surplus"), for use in the next Reporting Period; and (3) pooling, whereby Surplus Vessels can transfer Compliance Surplus to Deficit Vessels, subject to ensuring that the pool formed, as a whole, is compliant.
Unlike EU ETS, no direct statutory recourse exists for the company against time charterer (or other entity ultimately responsible for the purchase of the of the fuel or commercial operation of the ship), under FuelEU Maritime. Instead, if the company wishes to pass costs of FuelEU Maritime down to the operator of the vessel, this must be achieved by contractual arrangements (in both time and voyage charterparties), requiring (in most cases) amendments to contracts. It is expected that compliance with such regulations will have a substantial impact on the operation or financial viability of our business.
| iv. | Vessel Recycling Regulations |
| • | European Ship Recycling Regulation |
The EU has introduced the European Ship Recycling Regulation (Regulation (EU) 1257/2013), 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 November 20, 2013 and aimed at facilitating early ratification of the IMO “Hong Kong Convention” (see above).
From December 31, 2020, the Ship Recycling Regulation requires vessels flying the flag of EU Member States to maintain detailed records of hazardous materials on board, with some materials such as asbestos being restricted or prohibited. This obligation extends to all non-EU flagged vessels calling at a port or anchorage in an EU Member State. A certified inventory of hazardous materials (“IHM”) first requires a survey carried out by the shipowner or a hazardous materials experts, and then the relevant flag state administration to issue a statement of compliance to the vessel after verifying the IHM. The IHM is subject to periodic checks during renewal surveys every five years and during port state control inspections. The European Ship Recycling Regulation also requires EU-flagged vessels to be scrapped only in approved recycling facilities and grants an EU Member State the right to detain, dismiss or exclude non-compliant vessels from their ports or offshore terminals. Amendments to the European Ship Recycling Regulation with regard to electronic reporting were made in 2018. On 19 February 2025, the EU Commission published the results of its first evaluation of the Shipping Recycling Regulation to the EU Council and Parliament. The report noted that the Regulation was largely consistent with the Hong Kong Convention but recognized the need to streamline reporting and certification requirements to avoid any unnecessary administrative burden arising from the co-existence of the Ship Recycling Regulation and the Hong Kong Convention.
| f. | Other Environmental Initiatives |
| i. | International Convention on Civil Liability for Oil Pollution Damage, 1969 ("CLC") |
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 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 U.S. is not a party to these conventions. Under these conventions, a vessel’s 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, but the Supplementary Fund Protocol was adopted in 2003 and 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 1992 CLC Protocol that became effective on November 1, 2003, for vessels of 5,000 to 140,000 gross tons, liability is limited to approximately $2.6 million plus approximately $0.4 million for each additional gross ton over 5,000. For vessels of over 140,000 gross tons, liability is limited to approximately $66.7 million. As the Convention calculates liability in terms of IMF Special Drawing Rights, these figures are based on currency exchange rates on March 29, 2024. From May 1998, parties to the 1992 CLC Protocol ceased to be parties to the CLC due to a mechanism established in the 1992 CLC Protocol for compulsory denunciation of the “old” regime; however, the two regimes will co-exist until the 1992 CLC 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 owner’s actual fault and under the 1992 CLC Protocol where the spill is caused by the owner’s intentional or reckless conduct. The 1992 CLC 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. P&I Clubs will cover the liability under the plan adopted by IMO.
| ii. | U.S. National Invasive Species Act |
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 USCG 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 USCG. 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 USCG 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 USCG adopted allowable concentration limits for living organisms in ballast water discharges in U.S. waters, effective June 21, 2012. All newly constructed vessels must be compliant on delivery. All existing vessels must be compliant at their first scheduled drydock after January 1, 2016 or, in the case of vessels with ballast water capacity of 1,500 – 5,000 cubic meters, their first scheduled drydock after January 1, 2014. The USCG must approve any ballast water management technology before it can be placed on a vessel, and a list of approved equipment can be found on the Coast Guard Maritime Information Exchange (“CGMIX”) web page. As of April 1, 2024, there were fifty-three treatment systems which have obtained USCG type approval. Several U.S. states, such as California, have also adopted more stringent legislation or regulations relating to the permitting and management of ballast water discharges compared to EPA regulations.
| iii. | IMO International Convention for the Control and Management of Ships’ Ballast Water and Sediments ("BWM Convention") |
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 BWM Convention entered into force on September 8, 2017. Under the BWM Convention, all ships in international traffic are required to manage their ballast water on every voyage by either exchanging it or treating it using an approved ballast water treatment system. All ships have to carry an approved Ballast Water Management Plan and a Ballast Water Record Book, and all ships of 400 gross tons and above have to be surveyed and issued with an International Ballast Water Management Certificate. The BWM Convention sets out two standards of compliance, D1 and D2. The D1 standard requires ships to exchange ballast water in open seas away from coastal areas. The D2 standard in Regulation D-2 of the BWM Convention outlines the standard that ballast water treatment systems must meet. The standards involve maximum levels of certain microorganisms, such as plankton and intestinal enterococci, for given amounts of ballast water. All ships must maintain the D1 standard until required to comply with the D2 standard. All ships constructed after entry into force of the BWM Convention (September 8, 2017) will have to be compliant on delivery with the D2 standard. Existing ships are required to be compliant with the D2 standard by their first International Oil Pollution Prevention (“IOPP”) renewal survey on or after September 8, 2017. Ships constructed before September 8, 2017 are required to comply with the D2 standard at the first IOPP renewal survey on or after September 8, 2019. All ships must have installed a ballast water treatment system which is compliant with the D2 standard by September 8, 2024. The IOPP renewal survey refers to the renewal survey associated with the IOPP Certificate required under MARPOL Annex I. The BWM Convention does not apply to ships not carrying ballast water, domestic ships, ships that only operate in waters under the jurisdiction of one party to the BWM Convention and on the high seas, warships, naval auxiliary or other ships owned or operated by a state, or permanent ballast water in sealed tanks on ships. Furthermore, flag administrators may issue exemptions from the BWM Convention for ships engaged on occasional or one-off voyages between specified ports or locations, or ships that operate exclusively between specified ports or locations, such as ferries. Amendments to the BWM Convention came into force on June 1, 2022. These include changes to the form of the IBWM certificate and rules requiring commissioning testing of ballast water management systems at the ship's initial survey or during an additional survey for retrofits. This test is required before the BWM certificate for D-2 is issued, but does not apply to ships that already have a certified ballast water management system installed.
Various proposals for ballast water management were made at MEPC 79. Draft amendments to Appendix II of the Annex to the BWM Convention were approved at MEPC 79, as well as a unified interpretation of paragraph 4.10 of the BWMS Code, and a revised unified interpretation of regulation E-1.1.5 of the BWM Convention and the Form of the International Ballast Water Management Certificate. Final approval was also granted at MEPC 79 to two ballast water management systems which make use of Active Substances.
MEPC 80 saw the approval of the Convention Review Plan, as well as adoption of amendments to Appendix II of the Annex to the BWM Convention, on the Form of Ballast Water Record Book. The new form of the Ballast Water Record Book applies from 1 February 2025. A unified interpretation of the form of the International Ballast Water Management Certificate (IBWMC), and of regulations B-3.5 and B-3.10 (regarding the date of construction for ships which have undergone conversion) of the BWM Convention were also approved. Final approval was also granted at MEPC 80 to two ballast water management systems which make use of Active Substances.
MEPC 81 adopted a resolution on Interim guidance on the application of the BWM Convention to ships operating in challenging water quality conditions. MEPC 81 also approved Guidance on temporary storage of treated sewage and/or grey water in ballast water tanks, and adopted amendments to regulations A-1 and B-2 of the BWM Convention on electronic record books, which apply from 1 October 2025.
MEPC 82 approved the 2024 Guidance on ballast water record-keeping and reporting as well as the 2024 Guidance for Administrations on the type approval process for ballast water management systems.
Our vessels comply with the BWM Convention in accordance with its terms, though the cost of compliance has resulted in us incurring costs to install approved ballast water treatment systems on our vessels.
| g. | Regulations |
| i. | IMO International Code for Ships Operating in Polar Waters |
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 in the defined waters of the Antarctic and Arctic, apart from fishing boats, ships under 500 tons and fixed structures. The Polar Code entered into force on January 1, 2017 and applies to new ships constructed after that date. Ships constructed before January 1, 2017 are required to meet the relevant requirements of the Polar Code by their first intermediate or renewal survey, whichever occurs first, after January 1, 2018. 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 and with the applicable training requirements of the STCW Convention.
| ii. | IMO MARPOL |
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, came into force on March 1, 2016. In June 2021 the MEPC adopted draft amendments to MARPOL Annex I, which add a new Regulation 43A introducing a prohibition on the use and carriage of heavy fuel oil by ships in Arctic waters from July 1, 2024. Ships with fuel oil tanks located inside the double hull would need to comply on and after July 1, 2029.
In December 2022, the MEPC also adopted amendments to MARPOL Annex I, Annex II, Annex IV, Annex V, and Annex VI to allow States with ports in the Arctic region to enter into regional arrangements for port reception facilities, which apply from May 1, 2024.
| iii. | IMO Maritime Safety Committee (MSC 107) |
In 2023, the IMO Maritime Safety Committee (MSC 107) adopted initial amendments to the Polar Code, along with related changes to SOLAS. These amendments introduce new safety and voyage planning requirements for, among others, cargo ships between 300 and 500 GT operating in polar waters. These changes are set to take effect on January 1, 2026.
| h. | Greenhouse Gases |
| i. | Kyoto Protocol to the United Nations Framework Convention on Climate Change |
In February 2005, the Kyoto Protocol to the United Nations Framework Convention on Climate Change entered into force. Although the Kyoto Protocol required adopting countries to implement national programs to reduce emissions of GHGs, emissions of GHGs 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. The second commitment period of the Kyoto Protocol expired in 2020. We refer to the discussion above of the regulation of GHG emissions from ocean-going vessels under the CAA and EU GHG emissions regulations. The IMO, the EU or individual countries in which we operate could pass climate control legislation or implement other regulatory initiatives to control GHG 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.
| ii. | Hong Kong Air Pollution Control (Marine Light Diesel) Regulations |
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. From January 1, 2019, the Hong Kong Air Pollution Control (Fuel for Vessels) Regulation has required all vessels, irrespective of whether they are sailing or berthing, to use fuel containing 0.5% sulfur content or less or any other fuel approved by the Director of Environment Protection. Vessels equipped with scrubbers may apply for an exemption.
| iii. | Chinese local Regulations |
From January 1, 2019, vessels must switch to fuel with a sulfur content not exceeding 0.5% prior to entering China’s territorial sea. From March 1, 2020 vessels in Chinese waters must not carry fuel oil with a sulfur content exceeding 0.5%. From July 1, 2019, vessels other than tankers capable of receiving shore power must use shore power whilst in China’s coastal and inland ECAs (the Yangtze and Xi Jiang Rivers) if berthing for more than 3 hours and 2 hours, respectively. While in China’s coastal and inland ECAs, vessels may not discharge effluent from open loop exhaust gas cleaning systems. From January 1, 2020, vessels entering China’s inland ECAs must use fuel with a sulfur content not exceeding 0.1% while operating within the inland ECA. From January 1, 2022, vessels must use fuel with a sulfur content not exceeding 0.1% while operating within the Hainan Coastal ECA. Ships of over 400 gross tons or more or powered by engines of 750 kilowatts or more calling at a port in China must report the energy consumption data of their last voyage to the China Maritime Safety Administration before leaving port.
| iv. | Taiwanese local Regulations |
From January 1, 2019, ships not fitted with scrubbers are required to burn fuel with a sulfur content not exceeding 0.5% when entering Taiwan’s international commercial port areas.
| v. | The Paris Agreement |
In December 2015, representatives of 195 countries met at the Paris Climate Conference (“COP 21”) and adopted a universal and legally binding climate deal commonly known as the Paris Agreement. The Paris Agreement contemplates commitments from each nation party thereto to take action to reduce GHG emissions and limit increases in global temperatures but did not include any restrictions or other measures specific to shipping emissions. The governments agreed to the goal of keeping the increase in global average temperature to below 2 degrees Celsius and to aim, if possible, to limit the increase to 1.5 degrees Celsius. 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 reach their targets. The Paris Agreement came into force on November 4, 2016, and as of February 2025, 195 of the 198 parties to the Paris Agreement have ratified it. On June 1, 2017, the U.S. President announced that the U.S. intended to withdraw from the Paris Agreement. On November 4, 2019, the U.S. submitted formal notification of its withdrawal from the Paris Agreement, which took effect on November 4, 2020. On February 19, 2021, the U.S. re-entered the Paris Agreement. On 20 January 2025, the U.S. President signed an Executive Order recommencing withdrawal of the United States from any commitment made under the UNFCCC (including the Paris Agreement). Under the Paris Agreement the United States' withdrawal will become effective one year from notification by the US Ambassador to the United States (or at a later date specified in the withdrawal notice). With growing pressure being placed on the IMO to implement measures to aid the objectives agreed at the COP 21, the shipping industry has been subject to further regulation as a result of COP 21 and subsequent COP meetings. This has included initiatives from both the shipping industry and national governments, such as the Call to Action for Shipping Decarbonization (which more than 200 companies has signed), the Clydebank Declaration for Green Shipping Corridors (signed by over 20 countries) and the proposal from the International Chamber of Shipping for an IMO Maritime Research Fund to invest in research and development of zero-carbon technologies for ships.
| vi. | United Nations Framework Convention on Climate Change (UNFCCC) Conference of the Parties (COP) |
COP27 held in Egypt in November 2022 was the last COP before the IMO's MEPC met in December 2022 for its 79th session and before it met in Spring 2023 to decide its final GHG emissions strategy (see below). Prior to this, in April 2018 the MEPC adopted an initial strategy on the reduction of GHG emissions from ships. The initial strategy aims to reduce the total GHG emissions from ships, based upon emissions in 2008, by at least 50% by 2050, while at the same time pursuing efforts towards phasing them out entirely. In keeping with IMO’s initial strategy, IMO committed to having in place by 2023 short-term measures (such as the EEXI, CII rating and enhanced SEEMP as set out above) and by 2030 mid-term measures intended to meet the stated goals of reducing carbon dioxide emissions from shipping by 40% by 2030 and 70% by 2050, and GHG emissions from shipping by 50% by 2050.
| vii. | IMO Marine Environment Protection Committee (MEPC) meetings |
A follow-up program approved by the MEPC in October 2018 is intended to act as a three-stage planning tool in meeting the timelines identified in the initial strategy. The January 1, 2019, amendments to Regulation 22A (now Regulation 27) of chapter 4 of MARPOL Annex VI, discussed above, requiring ships of 5,000 gross tons and above to collect consumption data for each type of fuel oil they use, are part of these initiatives. Chapter 4 of MARPOL Annex VI imposes mandatory operational and technical carbon intensity requirements upon qualifying ships to reduce the carbon intensity of international shipping, as discussed above, which are part of these initiatives. There have also been proposals for a form of emissions levy or tax, with the funds raised being used to support either development of new emissions reducing technologies and alternative fuels or a climate change mitigation fund for vulnerable countries. A number of proposals were discussed at MEPC77 in November 2021 and were referred to the Intersessional Working Group on Reduction of GHG Emissions from Ships for further review. This Intersessional Working Group met in December 2022 and established a Working Group on Reduction of GHG emissions from ships (the "Working Group"). The Working Group committed to a strengthened level of ambition for the IMO's revised Strategy for Reduction of GHG Emissions from Ships by MEPC 80. The MEPC also invited and encouraged voluntary action plans and cooperation to contribute to reducing GHG emissions from ships. The present United States administration has abandoned net zero policies. COP29 was held in Baku in November 2024, and the most recent MEPC, MEPC 82, was held between 30 September – 4 October 2024 (details of which are included in this document, under the relevant headings). The Company is monitoring these developments and their potential impact.
Updates from MEPC 80 and MEPC 81 included the adoption of the Revised IMO GHG Strategy and the LCA Guidelines, adoption of amendments to the Ballast Water Management Convention, the adoption of revised Guidelines in relation to underwater noise and biofouling management, and agreement of the effective date in relation to the Red Sea and Gulf of Aden special areas under MARPOL Annexes I and V at MEPC 80. At MEPC 81, a draft outline of a possible IMO net-zero framework was contemplated including a proposed new Chapter 5 of MARPOL Annex VI to include the MTMs (defined below).
Also adopted at MEPC 81 were amendments to MARPOL Protocol 1 in relation to the reporting of lost containers expected to enter into force on 1 January 2026, and related draft SOLAS chapter V amendments requiring the master of ships involved in loss of freight container incidents to communicate with the nearest coastal State and flag State about the incident, which are expected to enter into force on 1 January 2026.
MEPC 81 also adopted amendments to regulation 13.2.2 of MARPOL Annex VI on a marine diesel engine replacing a steam system, with amendments expected to come into force on 1 August 2025.
At MEPC 82 (as referred to above) further progress was made, including: the production of a draft IMO net-zero framework (see further below) to be used at future talks, the scheduling of Intersessional Work Group meetings ISWG-GHG 18 and 19 (see further below) to discuss the IMO's mid-term measures, commencement of review of the EEXI and CII regulations, adoption of the 2024 Guidelines for the development of a SEEMP, adoption of Guidelines on recommendatory Black Carbon emission measurement, monitoring and reporting and approval of draft amendments to appendix IX of MARPOL Annex VI, among others.
| viii. | The IMO Revised GHG Strategy Mid Term Measures |
The Revised IMO GHG Strategy states that a basket of mid-term GHG reduction measures should be developed and finalized comprising (1) a technical element, namely a goal-based marine fuel standard; and (2) an economic element, based on a maritime GHG emissions pricing mechanism. It should take into account the well-to-wake GHG emissions of marine fuels, as addressed in the LCA guidelines (below) (the "MTMs").
Progress on the development of the MTMs was made at MEPC82 in December 2024.
Further development of the candidate MTMs ahead of MEPC83 was attempted by an intersessional working group (ISWGGHG 18) in February 2025, and a further meeting (ISWG-GHG19) is to take place in March 2023.
Once agreed the mid-term measures are expected to appear in a new chapter 5 to MARPOL Annex VI, entitled the "IMO net-zero framework", currently under development (as mentioned above).
| ix. | The LCA Guidelines |
As mentioned above, the LCA Guidelines were adopted at MEPC81 in March 2024. The Guidelines provide a framework to assess the GHG intensity of all possible marine fuels and energy carriers, on a WtW basis, in relation to carbon dioxide, methane and nitrous oxide emissions.
The Guidelines (1) include default emission factors, and a methodology for using actual emission factors (subject to third-party verification and certification), and (2) introduce the concept of a Fuel Lifecycle Label to collect relevant information (including fuel type, pathway code, blend and lower calorific value) and convey sustainability certification.
| x. | Low Carbon Global Industry Alliance ("GIA") |
On June 29, 2017, the Low Carbon Global Industry Alliance (the “GIA”) was officially inaugurated. The GIA was a program, under the Global Environmental Facility-United Nations Development Program-IMO project (GEF-UNDP-IMO GloMEEP Project), which supports shipping, and related industries, as they move towards a low carbon future. The GIA includes 18 members including, but not limited to, shipowners, operators, classification societies, and oil companies. Following completion of the GloMEEP Project in December 2019, the GIA was re-established and continues to operate under the framework of IMO GreenVoyage2050.
| i. | Cyber Security Regulations |
In June 2017, the IMO’s Maritime Safety Committee adopted requirements for cyber-risk management systems to be incorporated and implemented by ship owners and managers by 2021. U.S. agencies have indicated that cybersecurity regulations for the maritime industry are likely to be further developed in the near future in an attempt to combat cybersecurity threats. Compliance might require companies to cultivate additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures.
The impact of these requirements on our business and operations, including any necessary capital expenditures, is difficult to accurately predict at this time.
| j. | Trading Restrictions |
Our vessels may be chartered or sub-chartered to parties, or call on ports, located in countries that are subject to restrictions and sanctions imposed by the United States, the EU and other jurisdictions.
Certain countries (including certain regions of Ukraine, Russia, Belarus, Cuba, Iran, North Korea and Syria), entities and persons are targeted by economic sanctions and embargoes imposed by the United States, the EU and other jurisdictions, and a number of those countries, currently North Korea, Iran and Syria, have been identified as state sponsors of terrorism by the U.S. Department of State. Such economic sanctions and embargo laws and regulations vary in their application with regard to countries, entities or persons and the scope of activities they subject to sanctions. These sanctions and embargo laws and regulations may be strengthened, relaxed or otherwise modified over time. In particular, sanctions imposed in relation to the Russian invasion of Ukraine have created significant disruptions in the global economy and in the shipping industry.
While it is difficult to estimate the impact of the conflict and current or future sanctions on our business and financial position, these events and related sanctions could adversely impact our operations. In recent years, economic sanctions were imposed by the United States, the EU, the United Kingdom and a number of other countries on Russian financial institutions, businesses and individuals, as well as certain regions within the Donbas region of Ukraine. Certain of these sanctions have targeted Russia’s usage of and participation in maritime shipping. For example, the United Kingdom and the EU have introduced export restrictions, which capture the provision of maritime vessels and supplies to or for use in Russia. They have also imposed restrictions on providing financing, financial assistance, technical assistance and brokering or other services that would further the provision of vessels to or for use in Russia, including the provision of maritime navigation goods. Import bans of Russian energy products, such as coal, crude oil and refined petroleum products, and commodities, such as coal, iron, steel, plastics, cement and agricultural products including potash and fertilizer, have also been introduced by a number of jurisdictions. In addition, certain jurisdictions, such as Greece and the United States, have temporarily detained vessels suspected of violating sanctions. Countries, such as Canada, the United Kingdom and the EU, have also broadly prohibited Russian-affiliated vessels from entering their waters and/or ports. In light of the current regulatory and economic environment in the region, certain vessel operators have temporarily suspended shipping routes to and from Russia or have declined to engage in business with Russian-affiliated entities.
These bans and related trade sanctions have started to change trade patterns across the shipping industry and existing or future restrictions may affect our current or future charters. In the near term, we have seen, and expect to continue to see, increased volatility in the region due to these geopolitical events. In addition, the volatility of market prices for fuel and energy products have increased as a result of related supply disruptions from the war in Ukraine. While uncertainty remains with respect to the ultimate impact of the conflict, we have seen, and anticipate continuing to see, significant changes in trade flows. A reduction or stoppage of grain out of the Black Sea or cargoes from Russia has, and will continue to, negatively impact the markets in those areas. In addition, increased volatility in the price of fuel or energy commodities may increase or decrease the price of fuel used by our vessels and/or demand for LNG or other goods we transport, each of which could affect our operations and liquidity. Due to their effect on the global market for LNG or other goods that we transport, current or additional sanctions could have a material adverse impact on our cash flows, financial condition and ability to make cash distributions.
The Company has complied with sanctions restrictions (including restrictions against non-government controlled regions of Ukraine (encompassing the so-called Donetsk People's Republic, the so-called Luhansk People's Republic, Crimea, Zaporizhzhia and Kherson), Cuba, Iran, North Korea, Syria, Venezuela and, in prior periods, Sudan) 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 Crimean, Cuban, Iranian, North Korean, Sudanese, Syrian or Venezuelan companies. The voyage charter parties and all time-charter agreements relating to the vessels in the fleet generally preclude Iran, non-government controlled regions of Ukraine (including the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Crimea, Zaporizhzhia and Kherson), Cuba, North Korea, Syria or Venezuela from the vessels’ trading unless agreed between owner and charterer after considering all relevant sanctions legislation, including any applicable general licenses, and obtaining legal advice as to the potential sanctions implications of the proposed trade. In addition, all charter parties exclude trading with any entities or countries in breach of any applicable sanctions.
None of the vessels the Company owns, operates or charters have provided, or are anticipated to provide in contradiction to applicable sanctions, any U.S.-origin goods, or goods of any origin which would contravene sanctions restrictions, to these countries, or involve employees who are U.S. nationals in operations associated with these countries. No U.S. companies or U.S. dollar payments are involved in any 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.
The Company is also aware of the less restrictive sanctions on trading with other countries, including but not limited to Libya, Afghanistan, China, Myanmar/ Burma, and the restrictions on trading with Russia, certain Russian entities and Russian origin goods. It has complied with those restrictions and intends to continue to comply in all respects.
Between January 1, 2024, and April 4, 2025, the Company’s vessels made 2,968 port calls around the world, none of which were found to have breached any sanctions regulations.
Notwithstanding the above, it is possible that new, or changes to existing, sanctions-related legislation or agreements may impact our business. In addition, it is possible that the charterers of our vessels may violate applicable sanctions, laws and regulations, using our vessels or otherwise, and the applicable authorities may seek to review our activities as the vessel owner. Moreover, although we believe that we are in compliance with all applicable sanctions and embargo laws and regulations, and intend to maintain such compliance, the scope of certain laws may be unclear, may be subject to changing interpretations or may be strengthened or otherwise amended. Any violation of sanctions or engagement in sanctionable conduct could result in fines, sanctions or other penalties, and could negatively affect our reputation and result in some investors deciding, or being required, to divest their interest, or not to invest, in our common units. As noted above, any such violation or conduct would trigger a mandatory payment event under our financing arrangements. Finally, future expansion of sanctions or the imposition of sanctions on other jurisdictions could prevent our vessels from making any calls at certain ports, which could have a negative impact on our business and results of operations.
Competition
We operate in markets that are highly competitive and where no owner controlled more than 5% of the world tanker fleet as of April 4, 2025. 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 DP2 shuttle tankers, aframax, panamax, 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, Iraq and between Russia and Ukraine, economic sanctions, including those with respect to Iran, Russia and Ukraine, 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 public companies such as CMB.Tech (formerly Euronav), Teekay Tankers, Frontline, International Seaways, Inc., Double Hull Tankers and Nordic American Tankers. There are also numerous smaller tanker operators in the Atlantic basin.
Employees
We have no salaried employees. See “—Management Contract—Crewing 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.
Item 4A. Unresolved Staff Comments
None.
Item 5. Operating and Financial Review and Prospects
Company Overview
As of April 4, 2025, the fleet consisted of 61 double-hull vessels with an average age of 10.4 years, comprised of 55 conventional tankers, two LNG carriers and four DP2 suezmax 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. We also have twelve DP2 suezmax shuttle tankers, two MR tankers, two suezmax tankers and five LR1 tankers under construction with expected deliveries in 2025, 2026, 2027 and 2028. The current operational fleet consists of three VLCCs, sixteen suezmaxes (including four DP2 suezmax shuttle tankers), twenty-six aframaxes, two aframax LR2s, nine panamax LR1s, four handysize tankers and two LNG carriers. All vessels are owned by our subsidiaries, other than two suezmax tankers, one aframax tanker and one LNG carrier, which are bareboat chartered-in 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 because 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 the availability of 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 Operations—2024
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.
In 2024, the Company continued to be positively impacted by the shifts in trade flows created by the armed conflict in Ukraine and the severe sanctions imposed by the Western world on Russian seaborne petroleum cargoes.
The sanctions put in place by the West, and others, to penalize the activities of the Russian government, unintentionally gave all tanker operators a positive thrust and created structural changes that could be long-standing, as Europe, the major client of Russian oil over the years, replaced “nearby” Russian oil with barrels from the USA, Guyana, West Africa, and the Middle East, creating therefore a positive ton-mile effect on global tanker demand and ultimately charter rates.
In addition, the instability in the Middle East which impacted shipping markets since October 2023, culminating in attacks on merchant ships in the Red Sea by the Houthi rebels remained prevalent during 2024, even though somewhat subsided after the temporary ceasefire between Israel and Hamas in January 2025, still remain in a fragile state. Many ship owners and charterers are still avoiding the region and seek alternate routes -through the Cape of Good Hope- that inevitably increase ton-mileage. While it is impossible to predict how geopolitical events, particularly those involving Russia and China, will unfold especially with a new Administration in the US, and on whether the current ceasefire in the Middle East will hold, we expect that the rerouting of cargos will remain, in some capacity, for the foreseeable future, and continue to support the supply side of the tanker sector, at least in the near term.
According to the International Energy Agency (IEA), global oil demand reached a record 102.2mbpd in 2023 and is expected to have increased by 1.0mb/d to a new record of 103.2mb/d, in 2024. The estimates for 2025 remain in line for another record year, to 104.2mb/d, another 1.0mb/d increase. With the post-Covid rebound now complete, global oil demand continues to expand despite the ongoing energy transition debate for renewables and alternative fuels. The world appears to realize that, for the time being, it will need to be reliant on oil and LNG for longer periods from what originally anticipated, possibly at least until 2050.
Non-OECD countries dominate the growth outlook, with forecast demand set to increase by 1.2mb/d in 2025 to 58.9mb/d. By contrast, consumption in the OECD is expected to increase by only 0.7mb/d to 32.5mb/d instead. China continues to play a significant part in global oil dynamics having captured 16.6% of world oil demand in 2024, a level expected for 2025 as well.
The outlook for the global economy is expected to remain stable, with the International Monetary Fund (IMF) revising its forecast for global GDP growth in 2025 from 3.2% to 3.3%, with similar growth of 3.3% in 2026.
Tanker fleet supply fundamentals continue to remain attractive. With just under 7 million deadweight tons scheduled to be delivered in 2025, the orderbook as at the end of January 2024 stood at 13.4% of the existing fleet, a still low number when compared to the last 20 years, however, imminent orderbook growth remains restricted due to little spare shipyard capacity before 2028. The combination of a still low tanker orderbook, an aging fleet, lack of shipyard capacity, as well as the ongoing discussions for alternative fuels which could alter the vessel designs of the future, should lead to manageable levels of tanker fleet growth over the next two to three years.
In summary, we expect that a combination of robust oil demand and positive fleet supply fundamentals should continue to support a healthy tanker market over the next two to three years both in terms of freight and asset prices. Continuous geopolitical instability in various regions of the world and the ongoing sanctions on Russian oil exports, which are expected to remain in place for some time, irrespective of any ceasefire with Ukraine, should maintain the existing bifurcation of the global fleet which has led to the creation of the “shadow” fleet and the rerouting of tankers for longer haul voyages. Both considered additive to the tanker market’s performance going forward.
Our fleet achieved voyage revenues of $804.1 million in 2024, a decrease of 9.6% from $889.6 million in 2023. The average size of our fleet increased to 61.8 in 2024 from 59.5 vessels in 2023, and fleet utilization decreased to 92.5% during 2024 compared to 96.3% 2023. In 2024, geopolitical events, such as the war in Ukraine, Gaza and the Houthi attacks in the Red Sea continued and led to changes in trade flows maintaining a situation where tankers performed long-haul voyages adding positive ton-mile effects for tanker demand and rates. Our average daily time charter rate per vessel, after deducting voyage expenses, decreased to $32,550 in 2024 from $36,822 in 2023, mainly due to softer market rates despite the increased number of operating vessels. Operating expenses increased by 1.6% to $198.0 million in 2024 from $194.9 million in 2023, mainly due to planned dry-docking of fifteen vessels in 2024, counterbalanced by a reduction on repairs and maintenance and spares expenses and the drop of lubricant prices.
Depreciation and amortization totaled $159.9 million in 2024 compared to $144.2 million in 2023 due to increased depreciation expenses from $122.8 million in 2023 to $138.4 million in 2024, mainly due to newly acquired vessels. General and administrative expenses, which include management fees and incentive awards, were $45.4 million in 2024 and $33.3 million in 2023, a 36.3% increase, mainly due to the amortization of stock compensation expense amounted to $8.1 million in 2024 compared to $nil million in 2023.
In 2024, the review of the carrying amounts in connection with the estimated recoverable amount and the probability of sale for certain of the Company’s vessels as of December 31, 2024, indicated no impairment. In 2023, the review of the carrying amounts in connection with the estimated recoverable amount and the probability of sale for certain of the Company’s vessels as of December 31, 2023, resulted in an impairment charge of $26.4 million.
There was operating income of $278.6 million in 2024 compared to operating income of $391.5 million in 2023. Interest and finance costs, net, increased by 11.2% in 2024 or $11.3 million, mainly due to the increased average debt in 2024.
Net income attributable to the Company in 2024 was $176.2 million compared to $300.2 million in 2023. The effect of preferred dividends in 2024, inclusive of deemed dividends and undistributed income allocated to non-vested restricted common stock, was $28.0 million compared to $33.4 million in 2023. Net income per share, basic and diluted, was $5.03 in 2024 based on 29,505,603 weighted average shares outstanding, compared to net income per share, basic and diluted, $9.04 in 2023, based on 29,505,603 weighted average shares outstanding basic and outstanding.
Some of the most significant developments for the Company during 2024 were:
| • | the dry-docking of Euronike, Selini, Salamina, Nippon Princess, Maria Princess, Alaska, Archangel, Andes, World Harmony, Chantal, Promitheas, Asahi Princess, Ise Princess, and Dias I, for their mandatory special or intermediate survey; |
| • | the deliveries of new vessels, the aframax tankers Chios DF, Ithaki DF, Alpes, Aspen, DF Montmartre, DF Mystras, and the suezmax tanker Popi Sazaklis; |
| • | the acquisition of the two suezmax vessels, Archangel and Alaska; |
| • | the sale of Eurochampion 2004, Izumo Princess, Nippon Princess, Euronike and Neo Energy; |
| • | the payment to holders of Series E preferred shares of dividends totaling $11.0 million in aggregate; |
| • | the payment to holders of Series F preferred shares of dividends totaling $16.0 million in aggregate; and |
| • | dividends to holders of common shares totaling $1.50 per share or $44.8 million in aggregate. |
The Company operated the following types of vessels during and at the end of 2024:
| Vessel Type | LNG carrier | VLCC | Suezmax | Suezmax DP2 shuttle | Aframax | Panamax | Handysize MR1 | Total Fleet | ||||||||
| Average number of vessels | 2.4 | 3.0 | 13.0 | 4.0 | 26.4 | 9.0 | 4.0 | 61.8 | ||||||||
| Number of vessels at end of year | 2.0 | 3.0 | 13.0 | 4.0 | 27.0 | 9.0 | 4.0 | 62.0 | ||||||||
| Dwt at end of year (in thousands) | 187 | 900 | 2,072 | 623 | 3,020 | 662 | 149 | 7,613 | ||||||||
| Percentage of total fleet (by dwt at year end) | 2.5% | 11.8% | 27.2% | 8.2% | 39.7% | 8.7% | 2.0% | 100.0% | ||||||||
| Average age, in years, at end of year | 5.6 | 7.2 | 13.0 | 8.5 | 8.5 | 14.9 | 17.6 | 10.2 |
We believe that the key factors which determined our financial performance in 2024, 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 DP2 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 potential upside in the freight market; |
| • | the long-established relationships with our chartering clients and the development of new relationships with renowned oil-majors; |
| • | the 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 manage leverage levels through cash generation and repayment/prepayment of debt; |
| • | our ability to comply with the terms of our financing arrangements, including 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 into 2025. To these may be added:
| • | continued strength or any decline in the product and crude oil tanker charter markets during the year; |
| • | any additional vessel acquisitions or newbuildings; |
| • | any additional vessel sales; |
| • | 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. |
Below please see data regarding our fleet for the years ended December 31, 2024, 2023 and 2022, which we use in analyzing our performance.
| Fleet Data | 2024 | 2023 | 2022 | |||||
| Average number of vessels | 61.8 | 59.5 | 65.5 | |||||
| Number of vessels (at end of period) | 62.0 | 60.0 | 66.0 | |||||
| Average age of fleet (in years)(1) | 10.2 | 10.7 | 10.4 | |||||
| Earnings capacity days(2) | 22,625 | 21,713 | 23,919 | |||||
| Off-hire days(3) | 1,701 | 810 | 1,279 | |||||
| Net earnings days(4) | 20,924 | 20,903 | 22,640 | |||||
| Percentage utilization(5) | 92,5% | 96.3% | 94.7% | |||||
| Average TCE per vessel per day(6) | $ | 32,550 | $ | $ 36,822 | $ | 30,399 | ||
| Vessel operating expenses per ship per day(7) | $ | 9,350 | $ | $ 9,617 | $ | 8,467 | ||
| Vessel overhead burden per ship per day(8) | $ | 2,005 | $ | $ 1,535 | $ | 1,248 |
| (1) | The average age of our fleet is the age of each vessel in each year from its delivery from the builder or the seller, weighted by the vessel’s deadweight tonnage (“dwt”) in proportion to the total dwt of the fleet for each respective year. |
| (2) | Earnings capacity days are the total number of days in a given period that we own or control vessels. |
| (3) | Off-hire days are days related to repairs, dry-dockings and special surveys, vessel upgrades, initial positioning after delivery of new vessels and vessel repositioning up to the fixing date of employment. |
| (4) | 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. |
| (5) | 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. |
| (6) | 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 voyage expenses (bunker fuel, port expenses, canal dues, charter commissions) and dividing by the actual number of voyage days. For the year ended December 31, 2024, and 2023, TCE is calculated by taking voyage revenue less voyage costs divided by the number of revenue days less 468 days and 577 days, respectively, lost as a result of calculating revenue on a loading to discharge basis. 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. |
| (7) | 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 charters have been excluded. |
| (8) | 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. |
Derivation of time charter equivalent per day (amounts in thousands of U.S. dollars except for days and per day amounts):
| 2024 | 2023 | 2022 | ||||||
| Voyage revenues | $ | 804,061 | $ | 889,566 | $ | 860,400 | ||
| Less: Voyage expenses | (152,875) | (155,724) | (209,890) | |||||
| Add: Representative operating expenses for bareboat charter ($10,000 daily) | 14,640 | 14,600 | 14,600 | |||||
| Time charter equivalent revenues | 665,826 | 748,442 | 665,110 | |||||
| Net earnings days | 20,456 | 20,326 | 21,879 | |||||
| Average TCE per vessel per day | $ | 32,550 | $ | 36,822 | $ | 30,399 |
Russian-Ukraine Conflict
The ongoing war in Ukraine has had a significant direct and indirect impact on the trade of crude oil and refined petroleum products. This conflict has resulted in the United States, United Kingdom, and the European Union, among other countries, implementing sanctions and executive orders against individuals, entities, and activities connected to Russia. Some of these sanctions and executive orders target the Russian oil sector, including a prohibition on the import of oil from Russia to the United States or the United Kingdom, and the European Union's recent ban on Russian crude oil and petroleum products which took effect in December 2022 and February 2023, respectively.
The carriage of Russian crude oil and refined petroleum products to non-EU, US or UK destinations is still permitted by the current sanctions and other restrictions subject to compliance with Price Cap Framework rules. Russia’s invasion of Ukraine also led to a disruption in supply chains for crude oil and refined petroleum products, changing volumes and trade routes, thus increasing ton-mile demand for the seaborne transportation of refined petroleum products, which resulted in a prolonged spike in freight rates. Boycotts by Western oil majors and many ship owners resulted in lower product flows from Russia to Europe, while high arbitrage spreads incentivized Middle Eastern and U.S. diesel flows to Europe, increasing ton-mile demand for vessels.
The U.S., EU nations and other countries could impose wider sanctions and take other actions. Further sanctions imposed or actions taken by the U.S., EU nations or other countries, and retaliatory measures by Russia in response, could lead to increased volatility in global oil demand, which could have a material impact on our business, results of operations and financial condition. In addition, it is possible that third-parties with which we do business may be impacted by events in Russia and Ukraine, which could adversely affect us.
Impact of Inflation and Interest Rates
Inflation has increased significantly on a worldwide basis since mid-2021, with many countries facing their highest inflation rates in decades and could adversely affect our business and financial results. Inflation has had a moderate impact on operating expenses, dry-docking expenses, with main engine overhauls and higher costs for routine repairs and maintenance increasing costs of maintenance, and corporate overhead in 2023 and 2024. Interest rates have increased rapidly and substantially as central banks in developed countries raise interest rates in an effort to subdue inflation. The eventual implications of tighter monetary policy, and higher long-term interest rates has and may continue to drive a higher cost of capital for our business.
Chartering Strategy
We typically charter our subsidiaries’ vessels to third-parties on 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. 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 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. 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”. Where one or more of our subsidiaries’ vessel may also operate 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 vessel’s age, size and technical features. During 2022, seven of our subsidiaries had vessels operating in a pool. During 2023, subsequent to the sale of our seven vessels that operated under pool arrangements during the first quarter of 2023, we had no further vessels operating in a pool. During 2024, two of our subsidiaries had vessels operating in a pool.
Our chartering strategy continues to be one of fixing the greater portion of our fleet on medium to long-term employment 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 at a fixed minimum rate plus an extra agreed percentage of an amount based on market spot or time-charter rates (“profit-share”).
Our Board of Directors, through its Business Development and Capital Markets Committee, formulates our chartering strategy and our commercial manager Tsakos Energy Management implements this strategy through the Chartering Department of Tsakos Shipping, which evaluates the opportunities for each type of vessel, taking into consideration 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 world’s major oil companies and refiners over 50 years of existence and high quality commercial and technical service.
Critical Accounting Estimates
The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles. 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:
Impairment. The carrying value of the Company’s 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 and vessels under construction for impairment when indications of impairment are present and at any time that specific vessels may be affected by events or changes in circumstances indicating that the carrying amount of the vessel including any unamortized dry-docking costs may not be recoverable, such as during severe disruptions in global economic and market conditions, and unexpected changes in employment, in accordance with ASC 360 “Property, Plant and Equipment”. A vessel to be held and used is tested for recoverability by comparing the 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 including any unamortized dry-docking costs. The average age of our vessels is approximately 10.4 years as of April 4, 2025. The average remaining operational life is, therefore, 14.6 years, excluding the LNG carriers. 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 including any unamortized dry-docking costs, 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 2.0% annual escalation in rates to take account of published long-term growth and inflation expectations in the developed world. Future operating costs are based on the 2024 average per individual vessel and vessel type to which we also apply a 2.8% 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. In addition, the Company performs sensitivity analyses on the key parameters of the exercise by making use of publicly available market forecasts. 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 current economic conditions stall, worsen or if the upward trend in oil prices continues rise for an extended period, oil demand could be negatively impacted over an extended period of time. This would 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, including any unamortized dry-docking costs exceed its future 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 on 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 charge for any of the vessels for which the fair market value is below its carrying value including any unamortized dry-docking costs unless and until the Company either determines to sell the vessel for a loss or determines that the vessel’s carrying amount including any unamortized dry-docking costs is not recoverable.
For the impairment of right-of-use assets under operating leases, we compare the carrying amount including any leasehold improvements, with the estimated future undiscounted net operating cash flows expected to be generated by the use of the vessels, considering two-year charter rates estimates for the unfixed days and the average of those, over the remaining lease term, under ASC 360 “Property, Plant and Equipment”.
As noted above, for vessels and vessels under construction, 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 average, above their historical ten year average. If as at December 31, 2024 and 2023, 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 impairment results would be the following:
| As of December 31, 2024 | As of December 31, 2023 | ||||||
| Number of Vessels | Amount (U.S.$ millions)(**) | Number of Vessels(*) | Amount (U.S.$ millions)(**) | ||||
| 5-year historical average rate | 0 | 0 | 0 | 0 | |||
| 3-year historical average rate | 0 | 0 | 0 | 0 | |||
| 1-year historical average rate | 0 | 0 | 0 | 0 | |||
(*) Number of vessels the carrying value of which would not have been recovered, other than the LNG carrier Neo Energy for which we recorded an impairment charge as of December 31, 2023.
(**) Aggregate carrying value that would not have been recovered.
Although we believe that the assumptions used to evaluate as well as measuring 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. Charter rates decreased to historically low levels during 2021 before improving in March and April of 2022, in 2023 the Company continued to experience the same large change in favorable trade flows and remaining strong through the date of this annual report. However, the effects of the conflict in Ukraine and the Middle East may have a negative effect on our revenue and profitability, and future assessments of vessel impairment.
At December 31, 2024, the market value of the fleet owned by our subsidiary companies, as determined based on management estimates and assumptions and by making use of available market data and taking into consideration third-party valuations, was $3.9 billion, compared to a total carrying value of $3.0 billion. There was one vessel in our fleet, whose carrying value exceeded its market values. The future undiscounted net operating cash flows expected to be generated by this vessel in the fleet was comfortably in excess of its respective carrying value. As determined at December 31, 2024, the carrying value of this vessel was $194.5 million, and the market value of this vessel was $169.0 million. Respective vessel was:
| • | LNG: Maria Energy |
In addition, at December 31, 2024, the Company reviewed and tested its three right-of-use assets under operating leases for impairment by comparing their carrying amount plus any unamortized leasehold improvements with the estimated future undiscounted net operating cash flows expected to be generated by the use of the vessel, which were comfortably in excess of their respective carrying value.
At December 31, 2024, our review of the carrying amounts of the vessels, including advances for vessels under construction and right-of-use assets under operating leases, in connection with the estimated recoverable amount did not result in an impairment charge of their carrying values.
Critical Accounting Policies
Critical accounting policies are those that are both most important to the portrayal of the company’s financial condition and results, and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. Together with critical accounting estimates above, we have also described below our critical accounting policies, because they potentially result in material different results under different assumptions and conditions. Significant accounting policies are described in Note 1 of the consolidated financial statements included elsewhere in this annual report.
Accounting for Revenue. The Company’s subsidiaries’ vessels are employed under a variety of charter contracts, including voyage charters and contracts of affreightment, time charter, bareboat charter agreements (including profit sharing clauses) or pooling arrangements. Time and bareboat charter revenues are accounted as operating leases in accordance with ASC 842 (Company acts as lessor) and are recorded ratably over the term of the charter as the service is provided. Revenue under pooling arrangements is accounted for as a variable rate operating leases and is recognized for the applicable period, when the collectability is reasonably assured, based on the net revenue distributed by the pool. Revenues from profit sharing 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. Revenues generated under voyage charter agreements and contracts of affreightment are recognized ratably from the date of loading (Notice of Readiness to the charterer, that the vessel is available for loading) to discharge of cargo (loading-to-discharge), in accordance with ASC 606.
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 contracts of affreightment are recognized from the date of loading (Notice of Readiness to the charterer, that the vessel is available for loading) to discharge date of cargo (loading-to-discharge). 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 profit sharing arrangements are accounted for as a variable consideration and included in the transaction price to the extent that variable amounts earned beyond an agreed fixed minimum hire are determinable at the reporting date and when there is no uncertainty associated with the variable consideration. Profit sharing revenues are calculated at an agreed percentage of the excess of the charter’s average daily income over an agreed amount. Unearned revenue represents cash received prior to the year-end for which related service has not been provided, primarily relating to charter hire paid in advance to be earned over the applicable charter period and to revenue resulting from charter agreements with varying rates.
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 (on a loading to discharge basis) 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 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 around 1.25%, although there can be some limited variance, particularly for charters involving multiple brokers, 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. Commissions are expensed as incurred.
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. Voyage expenses that qualify as contract fulfillment costs and are incurred from the latter of the end of the previous vessel employment, provided that the vessel is fixed, or from the date of inception of a voyage charter contract until the arrival at the loading port, are capitalized and amortized ratably over the total transit time of the voyage (loading-to-discharge) when the relevant criteria under ASC 340-40 are met.
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. As of December 31, 2024, the Company had three vessels which were sold and chartered back to the Company for five years. Following adoption of ASC 842 and the package of practical expedients, the Company continues to account for these five transactions as operating leases, recognizing right-of-use asset and corresponding lease liability.
Vessel operating expenses. These expenses consist primarily of manning, hull and machinery insurance, P&I and other vessel insurance, repairs and maintenance, spares, stores and lubricant costs. All vessel operating expenses are expensed as incurred.
Depreciation and Amortization of deferred charges and leasehold improvements. We depreciate our vessels on a straight-line basis over their estimated useful lives, after considering their estimated scrap values. In assessing the useful lives of vessels, we have estimated them to be 25 years (40 years for the LNG carriers), which is in line with the industry wide accepted practice, assuming that all classification society rules have been adhered to concerning survey certification and statutory regulations are followed. 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 ship’s 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.
We amortize the costs of leasehold improvement costs on a straight-line basis over the shorter of the useful life of those leasehold improvements and the remaining lease term, unless the lease transfers ownership of the underlying asset to us or it is reasonably certain that we will exercise an option to purchase the underlying asset, in which case we amortize the leasehold improvements to the end of their useful life.
Impairment. An impairment for an asset held for use, for advances for vessels under construction and for right-of-use assets under operating leases 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 vessel’s net book value plus any unamortized deferred dry-docking charges or leasehold improvements). Measurement of the impairment is based on the fair value of the asset as determined by reference to available market data and considering valuations provided by third-parties. In cases where sale and purchase activity in the market does not exist or is limited, the Company uses future discounted net operating cash flows or a combination of future discounted net operating cash flows and third-party valuations to estimate the fair value of an impaired vessel, respectively. An impairment 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 and at subsequent measurement dates. In this respect, management reviews regularly the carrying amount of the vessels in connection with the estimated recoverable amount for each of the Company’s vessels. As a result of such reviews, there was an impairment charge of $26.4 million as of December 31, 2023, and no impairment charge as of December 31, 2024.
General and administrative expenses. These expenses consist primarily of professional fees, office supplies, investor relations, advertising costs, directors’ and officers’ liability insurance, directors’ fees, reimbursement of our directors’ and officers’ travel-related expenses and incentive awards and management fees. Management fees are the fixed fees we pay to Tsakos Energy Management under our management agreement with them. In 2024, monthly management fees, were $30.0 thousand for all conventional vessels, apart from the LNG carriers, the DP2 suezmax shuttle tankers, the third-party managed vessels, chartered in vessels or chartered out on a bare-boat basis, and for vessels under construction. Monthly fees for third-party managed vessels were $28.8 thousand, for the suezmax tanker Decathlon, $30.1 thousand for the VLCCs Ulysses, Hercules I, $45.9 thousand for LNG carriers Maria Energy and Neo Energy and $37.5 thousand for Tenergy, $30.1 thousand for the aframax tankers Sapporo Princess and Maria Princess, and $29.3 thousand for the aframax tanker Ise Princess, respectively. Monthly fees for VLCC Dias I and suezmax tanker Eurochampion 2004 amounted to $28.7 thousand and $29.7 thousand, respectively. For the newly acquired vessels, aframax tankers Alpes, Aspen, and the suezmax tanker Popi Sazaklis, monthly fees amounted to $29.3 thousand and $28.7 thousand for the dual fuel LNG aframax tankers DF Montmartre and DF Mystras, respectively. For chartered in vessels or chartered out on a bare-boat basis and for vessels under construction, monthly fees were $21.0 thousand. For 2025, there were increases of $1.0 thousand for all conventional vessels, $1.2 thousand for DP2 suezmax shuttle tankers, $0.7 thousand for vessels under construction. 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 2024 /25 policy year, we received approximately $17.0 million in net proceeds from hull and machinery and loss of hire claims arising from incidents where damage was incurred by four of our vessels in a previous policy year. 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.
(Gain) Loss on sale of vessels. (Gain) Loss on sale of vessels include net (gain) loss from the sale of our vessels that occurred during the year.
Interest and Finance Costs. We incur interest expense and finance costs in connection with our outstanding debt and other financing liabilities. We also incur loan costs for obtaining new loans or refinancing of existing loans, which are presented as a reduction from the outstanding debt and other financial liabilities and amortize them to interest and finance costs over the term of the respective loan, using the effective interest rate method. We expect to incur additional interest expense in future periods as we increase our level of borrowings to finance a portion of the purchase price of our contracted newbuildings and potentially future acquisitions and investments. To the extent prevailing interest rates increase, we expect this would further increase our interest expenses, as borrowings under our credit facilities are advanced at a floating rate based on SOFR.
Interest Income. We earn interest income on our cash and cash equivalents and cash deposits.
Fair value of above/below market acquired time charters: If time charters are attached when vessels are acquired, we recognize any related asset or liability based on the market value of the assumed charters. The value of the acquired time charters is calculated by comparing the existing charter rate in the acquired time charter agreement with the market rates for a similar charter, with the same duration, on the acquisition date. Any intangible asset or liability is amortized over the remaining term of the charter.
Financial Analysis
(Percentage calculations are based on the actual amounts shown in the accompanying consolidated financial statements)
Year ended December 31, 2024 versus year ended December 31, 2023
Voyage revenues
Voyage revenues earned in 2024 and 2023 per charter category were as follows:
| 2024 | 2023 | ||||||
| U.S. $ million | % of total | U.S. $ million | % of total | ||||
| Time charter-bareboat | 25.1 | 3% | 25.2 | 3% | |||
| Time charter-fixed rate | 350.1 | 44% | 293.7 | 33% | |||
| Time charter-variable rate (profit share) | 208.1 | 26% | 212.6 | 24% | |||
| Pool arrangement | 2.2 | 1% | 9.3 | 1% | |||
| Voyage charter-contract of affreightment | 7.1 | 1% | 21.0 | 2% | |||
| Voyage charter-spot market | 211.5 | 25% | 327.8 | 37% | |||
| Total voyage revenue | 804.1 | 100 % | 889.6 | 100 % | |||
Revenue from vessels amounted to $804.1 million during the year ended December 31, 2024, compared to $889.6 million in 2023, a 9.6% decrease primarily due to the softening of previously elevated market charter rates in 2024 compared to 2023, while prevailing market charter rates still remain significantly above the 10-year average. Total voyage revenue decreased despite the fact that the average number of vessels operating in 2024 was 61.8 vessels, compared to an average of 59.5 vessels in 2023. Based on the total days that the vessels were actually employed as a percentage of the days owned or chartered-in, the fleet had 92.5% employment in 2024 compared to 96.3% in 2023, the decrease in utilization rate was primarily attributable to a higher number of vessels for which dry-docking activities were undertaken during 2024, totaling fifteen vessels, compared to eight vessels in the year ended December 31, 2023. This decrease was partially offset by the acquisition of four second-hand aframax tankers DF Montmartre, DF Mystras, Alpes and Aspen, one suezmax tanker, Popi Sazaklis and the two newly built dual-fuel aframax tankers, Chios DF and Ithaki DF, at the beginning of the year. However, the increase in revenue resulting from these acquisitions was counterbalanced by the sale of the aframax tankers Izumo Princess and Nippon Princess, sales of suezmax tankers, Eurochampion 2004 and Euronike, and the sale of one LNG carrier, Neo Energy, in the first and second quarter of 2024, respectively. Additionally, the overall decrease in revenue was mitigated by the amortization of liabilities assumed from time charters attached to the acquisitions of four aframax tankers, DF Montmartre, DF Mystras, Alpes and Aspen, as well as the suezmax tanker, Popi Sazaklis, which is reflected in voyage revenue, resulting in an impact of $15.8 million, with no comparable transaction in the prior year. Finally, as of January 1, 2024, the European Union expanded the scope of the EU Emissions trading system (“EU ETS”) to include carbon dioxide (“CO2”) emissions, with compliance obligations for European union allowances (“EUAs”) under time charter arrangements falling on the charterer for emissions generated at European ports. As a result, the Company had an $8.2 million impact included in voyage revenue during the year ended December 31, 2024, with no equivalent transaction in the previous year.
During 2024, the tanker market in general remained healthy, benefiting from shifts in trade flows due to ongoing sanctions on Russian oil and geopolitical instability, which increased ton-mile demand. The conflict in the Middle East and rerouting via the Cape of Good Hope further supported freight rates. This, combined with rising global energy demand, has created an advantageous landscape for companies with modern, diversified fleets and flexible employment structures to capitalize on the growing interest of energy majors in securing long-term contracts at sustainable and accretive rates. Additionally, the lack of a clear consensus on future environmental propulsion technologies, combined with extended ton-mile demand driven by geopolitical factors, further contributes to the currently positive market dynamics.
The average time charter equivalent rate per vessel in 2024 was $32,550 per day, representing a decrease of 11.6% from $36,822 per day in 2023. This decrease was primarily driven by the overall market softening throughout 2024, which adversely impacted all vessel types and sizes within our fleet exposed to market related rates, with the exception of our DP2 suezmax shuttle tankers and panamax tankers, which experienced a slight increase. The average daily TCE per vessel for the remaining categories were below the prior year’s average levels, with decreases ranging from 3.8% to 41.4% in 2024 compared to the equivalent period of 2023.
Average daily TCE rates earned for the years ended December 31, 2024 and 2023, were as follows:
| Year ended December 31, | |||
| 2024 | 2023 | ||
| U.S. $ | U.S. $ | ||
| LNG carrier | 53,835 | 58,322 | |
| VLCC | 34,728 | 36,113 | |
| Suezmax | 32,300 | 45,983 | |
| DP2 suezmax shuttle | 56,083 | 50,130 | |
| Aframax | 30,093 | 31,677 | |
| Panamax | 29,687 | 26,793 | |
| Handymax | — | 33,170 | |
| Handysize | 18,020 | 30,775 | |
TCE is calculated by taking voyage revenues less voyage costs divided by the number of revenue days less 468 days lost as a result of calculating revenue on a loading to discharge basis for the year ended December 31, 2024, compared to 577 days lost for the year ended December 31, 2023. In the case of a bare-boat charter, we add an estimate of operating expenses of $10,000 per day in order to render the bare-boat charter comparable to a time-charter. 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, | |||||
| 2024 | 2023 | ||||
| Voyage revenues | $ | 804,061 | $ | 889,566 | |
| Less: Voyage expenses | (152,875) | (155,724) | |||
| Add: Representative operating expenses for Bareboat charter ($10,000 daily) | 14,640 | 14,600 | |||
| Time charter equivalent revenues | $ | 665,826 | $ | 748,442 | |
| Divided by: net earnings (operating) days | 20,456 | 20,326 | |||
| Average TCE per vessel per day | $ | 32,550 | $ | 36,822 | |
Voyage expenses
| Total voyage expenses per category | Average daily voyage expenses per relevant vessel | ||||||||||
| Year ended December 31, | Year ended December 31, | ||||||||||
| 2024 | 2023 | % increase/ (decrease) |
2024 | 2023 | % increase/ (decrease) | ||||||
| U.S.$ million | U.S.$ million | U.S.$ | U.S.$ | ||||||||
| Bunkering expenses | 81.0 | 90.5 | (10.5)% | 21,859 | 18,507 | 18.1% | |||||
| Port and other expenses | 31.9 | 31.4 | 1.6% | 8,592 | 6,416 | 33.9% | |||||
| European Union Allowances (EUAs) | 13.0 | — | 100% | 3,518 | — | 100% | |||||
| Commissions | 27.0 | 33.8 | (20.1)% | 7,293 | 6,929 | 5.3% | |||||
| Total voyage expenses | 152.9 | 155.7 | (1.8)% | 41,262 | 31,852 | 29.6% | |||||
| Days on spot and Contract of Affreightment (COA)employment | 3,705 | 4,889 | (24.2)% | ||||||||
Voyage expenses include port charges, agents’ fees, canal dues, commissions, European union allowances (EUAs) and bunker (fuel) costs relating to spot charters or contracts of affreightment. These voyage expenses are borne by the Company unless the vessel is on time charter or bareboat charter, in which case they are borne by the charterer. Commissions are borne by the Company for all types of charters. Voyage expenses were $152.9 million during 2024 compared to $155.7 million in 2023, a 1.8% decrease.
Voyage expenses are highly dependent on the voyage patterns followed and size of vessels employed on spot charter or contract of affreightment. Bunkering purchases typically constitute the largest part of voyage expenses and therefore the usual volatility and price swings of crude oil in any given time of the year affect bunker prices and consequently voyage expenses. Bunkering expenses decreased by 10.5% in 2024 compared to 2023 as the slight decrease in oil prices during 2024 resulted in an approximately 2% decrease in average delivered price paid by the Company for the bunkers procured globally during 2024. The respective decrease of bunker expenses was substantially counterbalanced by the impact of EUAs, concerning the new regulation and the number of port calls in the European Union which is effective from January 1, 2024. The company’s obligation for vessels operating under spot and time charter agreements amounted to $13.0 million during the year ended December 31, 2024, with no similar obligation in the corresponding year of 2023. The average daily bunker expenses per relevant vessel increased by 18.1% while aggregate bunker expenses declined by 10.5%, primarily due to a 24.2% decrease in the number of days on spot and COA, resulting from a reduction in the number of vessels trading under spot and COA arrangements, which declined from fourteen in the prior year to ten vessels. Additionally, the respective decrease was partially mitigated by an increase in port and other expenses, which rose by $0.5 million, or 1.6%, and increased by 33.9% on a daily basis due to a higher number of port calls during 2024.
Commissions in 2024 totaled $27.0 million compared to $33.8 million in 2023, a 20.1% decrease. As commissions are highly correlated with revenue patterns, the decrease in commissions is attributed to the overall decrease of revenue by 9.6%. Commissions represented 3.4% and 3.8% respectively of revenue from vessels in 2024 and 2023.
Vessel operating expenses
| Operating expenses per category Year ended December 31, |
Average daily operating expenses per relevant vessel Year ended December 31, | ||||||||||
| 2024 | 2023 | % increase/ (decrease) |
2024 | 2023 | % increase/ (decrease) | ||||||
| U.S.$ million | U.S.$ million | U.S.$ | U.S.$ | ||||||||
| Crew expenses | 106.0 | 102.7 | 3.2% | 5,008 | 5,072 | (1.3)% | |||||
| Insurances | 23.1 | 21.5 | 7.4% | 1,087 | 1,054 | 3.2% | |||||
| Repairs and maintenance, and spares | 32.9 | 33.1 | (0.6)% | 1,557 | 1,636 | (4.9)% | |||||
| Stores | 11.9 | 11.5 | 3.4% | 562 | 568 | (1.1)% | |||||
| Lubricants | 9.1 | 10.1 | (9.9)% | 428 | 498 | (14.1)% | |||||
| Other (quality and safety, taxes, registration fees, communications and legal) | 15.4 | 15.4 | 0.0% | 723 | 762 | 5.0% | |||||
| Foreign currency (gains)/ losses | (0.3) | 0.6 | (150.0)% | (15) | 27 | (155.6)% | |||||
| Total operating expenses | 198.0 | 194.9 | 1.6% | 9,350 | 9,617 | (2.8)% | |||||
| Earnings capacity days excluding vessels on bare-boat charter | 21,161 | 20,253 | |||||||||
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 well as foreign currency gains and losses. Total operating costs were $198.0 million in 2024, compared to $194.9 million during 2023, a slight increase of 1.6%. The increase is mainly attributable to an increase in crew expenses by $3.3 million or 3.2% during 2024 as the average number of operating vessels increased to 62 in the period ended December 31, 2024, from 60 in the prior year period due to the expansion of the fleet. Furthermore, the overall increase is also attributed to increased purchases of stores due to dry-dockings that were conducted in 2024 compared to 2023. More specifically, fifteen vessels underwent scheduled dry-dockings in 2024, compared to eight in 2023 and this increase was counterbalanced by a decrease in repair and maintenance costs of the remaining fleet vessels, driven by lower expenses for routine repairs and main engine overhauls, as well as a significant drop in global inflation throughout the world economy in 2024. In addition, the increase is also attributed to an increase in Company’s insurances during 2024, as a commensurate increase in relevant premiums has been applied, which contributed to an overall increase of 7.4% in the Company’s insurances compared to 2023. In addition, the corresponding increase was counterbalanced by a 9.9% decrease in lubricants, attributable to the decreased crude oil prices compared to the equivalent period in 2023, while quality and safety, communication, and legal expenses remained unchanged, resulting in no impact on the variation of operating expenses.
Average daily operating expenses decreased by $267 to $9,350 for 2024 from $9,617 in the corresponding period of 2023, a decrease of 2.8%, mainly attributable to an increase in available operating days, while the U.S. dollar remained stable compared to the prior year levels.
Charter hire expense
Charter hire expense amounted to $18.0 million in 2024 compared to $24.7 million in 2023, a decrease of $6.7 million, or 27.1%. The decrease being due to the reduced number of vessels being chartered-in compared to the prior year.
Depreciation and Amortization
Depreciation and amortization charges totaled $159.9 million in 2024 compared to $144.2 million in 2023, a 10.9% increase.
Depreciation amounted to $138.4 million in 2024 compared to $122.8 million in 2023, an increase of $15.6 million, or 12.7%. The increase being due to the acquisition of the suezmax tankers Archangel and Alaska, previously classified as operating leases, incurring no depreciation, the acquisition of the aframax tankers Chios DF, Ithaki DF, DF Montmartre, DF Mystras, Alpes, Aspen and the suezmax tanker Popi Sazaklis which was counterbalanced by the sale of the two suezmax vessels, Eurochampion 2004, Euronike, the aframax tankers Izumo Princess, Nippon Princess and the LNG carrier Neo Energy.
The costs of dry docking of each ship are amortized over the period up to the next scheduled dry docking. During 2024, amortization of deferred dry-docking costs was $17.3 million compared to $15.8 million in 2023, an increase of 9.5%. The increase is attributed to the increased number of vessels that underwent their special survey, i.e., fifteen dry dockings performed in 2024 compared to eight vessels in the prior year, which contributed to the increased amortization cost in 2024.
The costs of leasehold improvements is amortized on a straight-line basis over the remaining lease term (representing the shorter of the useful life of the leasehold improvement and the remaining lease term). In 2024, amortization of leasehold improvements amounted to $2.8 million compared to $5.3 million in 2023, a decrease of $2.5 million, or 47.2%, due to the repurchase of the two suezmax tankers Archangel and Alaska previously classified as operating leases up to May 31, 2024 and then was classified as finance leases up to July 19 and August 22, 2024, respectively, when the vessels were purchased back by the Company.
The amortization of the right-of-use assets under finance lease amounted to $0.3 million in 2023 compared to $1.4 million in 2024, as vessels Archangel and Alaska previously classified as finance leases up to July 19 and August 22, 2024, respectively, were both purchased back.
General and administrative expenses
General and administrative expenses include management fees, administrative expenses, management incentive awards and stock compensation expenses. General and administrative expenses (G&A expenses) increased to $45.4 million in the year ended December 31, 2024, compared to $33.3 million in the prior year, an increase of $12.1 million, or 36.3%.
Total general and administrative expenses plus management fees paid to Tsakos Energy Management, any management incentive award, any special awards (described below) and stock compensation expense, all together represent the overhead of the Company. On a per vessel basis, daily overhead costs increased by $470, from $1,535 in 2023 to $2,005 in 2024.
Management fees, including those paid to third-party managers, totaled $22.8 million in 2024, compared to $22.2 million in 2023, a 2.7% increase as the average number of operating vessels increased to 61.8 in the period ended December 31, 2024, from 59.5 in the prior year period.
The Company pays Tsakos Energy Management fixed fees per vessel under a management agreement. The fee includes remuneration for services that cover both the management of the individual vessels and of the enterprise as a whole. According to the management agreement, there may be an adjustment to the fees based on certain criteria within the agreement, if both parties agree.
Office 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. G&A expenses amounted to $7.5 million during the year ended December 31, 2024, compared to $6.2 million during 2023, a 21.0% increase. All vessels in the fleet are technically managed by Tsakos Shipping and Trading, apart from the LNG carriers Maria Energy, Tenergy, Neo Energy (up to its sale on May 31, 2024), the VLCCs Ulysses, Hercules I, Dias I, the suezmax tankers Decathlon, Popi Sazaklis and Eurochampion 2004 (up to its sale on January 11, 2024), the aframax tankers Maria Princess, Ise Princess, Sapporo Princess ( up to November 17, 2024), DF Montmartre, DF Mystras, Alpes and Aspen, which have been managed by third-party managers. Vessel monthly fees payable to the management company for owned conventional operating vessels amounted to $30,000, for chartered-in vessels or chartered-out on a bareboat basis and for vessels under construction monthly fees were $21,000, for the DP2 suezmax shuttle tankers were $36,000. Monthly fees incurred no increases since 2023, apart from the third-party managed vessels, which incurred minor increases. Monthly fees for third-party managed vessels increased to $28,756 from $28,384 for the suezmax tanker Decathlon, the VLCCs Ulysses, Hercules I from $29,742 to $30,149, for LNG carriers Maria Energy and Neo Energy increased to $45,858 from $45,105 and Tenergy to $37,500 from $36,667, for the aframax tankers Sapporo Princess (up to November 17, 2024) and Maria Princess from $29,742 to $30,149, and from $28,884 to $29,256 for the aframax tanker Ise Princess, respectively. Monthly fees for VLCC Dias I and suezmax tanker Eurochampion 2004 (up to the sale January 11, 2024), amounted to $28,708 and $29,742, respectively, incurring no increases. For the newly acquired vessels, aframax tankers Alpes, Aspen, and the suezmax tanker Popi Sazaklis, monthly fees amounted to $29,280 and $28,708 for the dual fuel LNG aframax tankers DF Montmartre and DF Mystras, respectively.
In 2024, the Company’s Board of Directors approved an award to the management company based on various performance criteria and taking into account cash availability and market conditions amounting to $7.0 million. The corresponding award for the year ended December 31, 2023 amounted to $5.0 million.
The Company has one equity incentive plan, the Tsakos Energy Navigation Limited 2024 Equity Incentive Plan (the “2024 Plan”), which was approved by the Board. On July 24, 2024, 625,000 restricted common shares were granted under the “2024 Plan” to Company directors, officers as well as other employees and persons who provide services to the Company and its subsidiaries and employees of any management company. The restricted shares are scheduled to vest upon satisfaction of the time-based and performance-based conditions. The time-based condition will be satisfied so long as the participant continues to have a service relationship with the Company or its subsidiaries or any management company on the applicable vesting dates. The performance-based condition will be satisfied upon determination by the Company that the fleet utilization as defined in the awards, equals or exceeds 85% for the period from January 1, 2024 through the end of the last complete fiscal quarter preceding each vesting date. The vesting schedule is as follows: 25% of the shares granted to each recipient on January 1, 2025, 25% to vest on July 1, 2025, 25% to vest on January 1, 2026, and 25% to vest on July 1, 2026. Total compensation expense for 2024 amounted to $8.1 million, and as of December 31, 2024, there was an additional $8.1 million of stock-based compensation expense expected to be recognized ratably over the remaining vesting period of these restricted share awards. The Company did not grant any stock-based compensation awards in 2023.
(Gain) Loss on sale of vessels
In 2024, the Company sold its suezmax tankers Eurochampion 2004, Euronike, the aframax tankers Izumo Princess and Nippon Princess and its LNG carrier Neo Energy, for net proceeds of $228.4 million, incurring net gain on sales of $48.7 million. In 2023, the Company sold its handymax tankers, Afrodite, Artemis, Ariadne, Aris, Ajax and Apollon, and its handysize tankers, Arion, Amphitrite, for net proceeds of $165.9 million, realizing a total gain of $81.2 million.
Impairment charges
As of December 31, 2024, vessel values had increased compared to the prior year. As a result, 58 of our vessels had carrying values lower than their market values. Our fleet is for the most part young, with an average age of 10.2 years and every vessel in the fleet is expected to generate considerably more cash during their remaining expected useful lives than their carrying values in connection with the estimated recoverable amount and the probability of sale for each of its vessels and vessels under construction as at December 31, 2024. The Company’s cash flow tests per vessel for assessing whether an impairment charge was required when impairment indicators were found present, did not indicate that such an impairment charge was required for any operating vessel of the fleet and under construction vessel at December 31, 2024. During 2023, the Company for the LNG carrier Neo Energy recorded an impairment charge of $26.4 million.
In addition, the Company reviews and tests its right-of-use assets for impairment at each reporting date. The review of the carrying amounts in connection with the estimated recoverable amount for the Company’s right of use assets as of December 31, 2024, and December 31, 2023, indicated no impairment charge.
Operating income
For 2024, income from vessel operations was $278.6 million compared to $391.5 million in 2023, a decrease of $112.9 million, or 28.8%. The decrease being mainly attributed to the weakening of the market, with freight rates going through some headwinds as the Chinese economy experienced a modest slowdown compared to 2023.
Interest and finance costs, net
| 2024 | 2023 | ||
| U.S.$ million | U.S.$ million | ||
| Loans interest expense | 121.8 | 107.0 | |
| Interest expense on the lease liability | 0.6 | 0.1 | |
| Interest rate swap cash settlements, net | (0.8) | (0.5) | |
| Less: Interest capitalized | (8.3) | (4.9) | |
| Interest expense, net | 113.3 | 101.7 | |
| Change in fair value of non-hedging interest rate swap | (0.1) | (0.1) | |
| Amortization of deferred gain on termination of financial instruments | (3.6) | (5.3) | |
| Bunkers and other commodities non-hedging instruments cash settlements | (1.4) | 0.3 | |
| Change in fair value of bunker and other commodities non-hedging instruments | 0.2 | (0.5) | |
| Amortization of loan expenses | 3.6 | 3.6 | |
| Bank loan charges | 0.1 | 0.3 | |
| Interest expense on redeemable preferred shares | — | 0.8 | |
| Net total | 112.1 | 100.8 |
Interest and finance costs, net, were $112.1 million for 2024 compared to $100.8 million for 2023, an 11.2% increase. Loan interest expense increased to $121.8 million in 2024 from $107.0 million in 2023, a 13.8% change mainly due to the increased average debt during the course of 2024.
During 2024, the suezmax tankers Alaska and Archangel were classified as finance leases from May 31, 2024, until July 19, 2024, and August 22, 2024, respectively, where both vessels were repurchased. Interest expense on the lease liability was $0.6 million in 2024 compared to $0.1 million in 2023, mainly due to the sale and leaseback vessels under finance lease. During 2023, the suezmax tankers Eurochampion 2004 and Euronike were classified as finance leases from January 1, 2023, until February 14, 2023, and February 21, 2023, respectively, that both vessels were repurchased.
Cash settlements, net, on non-hedging interest rate swaps, amounted to $0.8 million cash receipts in 2024 compared to cash receipts of $0.5 million in 2023. As at December 31, 2024 and 2023, the Company held one floating-to-fixed interest rate swap with a major financial institution maturing March 2028, on which it pays a fixed rate of 3.82% and receives floating rates based on the six-month SOFR. The interest rate swap agreement was designated and qualified as a non-hedging interest rate swap. The changes in fair value amounting to $0.1 million (positive) and $0.1 million (positive) during 2024 and 2023, respectively, have been included in the change in fair value of non-hedging interest rate swap in the table above. In 2022, the Company discontinued ten interest rate swap agreements. For seven out of the ten interest rate swaps that were terminated in 2022, the Company considered the forecasted transactions as still probable and cash receipts of the specific terminations were recognized in the Company’s accumulated other comprehensive income and are amortized until the expiry date of each interest rate swap. The amount of $3.6 million (positive) and $5.3 million (positive) was amortized in the period ended December 31, 2024, and 2023, respectively, and has been included in amortization of deferred gain on termination of financial instruments in the table above.
Capitalized interest, which is based on interest expenditures incurred to date on vessels under construction, was $8.3 million in 2024 compared to $4.9 million in 2023, as the under-construction vessels increased from ten in 2023 to twelve in 2024.
During 2024, the Company entered into thirteen bunker swap agreements and six EUAs emission swap agreements, in order to manage its exposure to bunker price fluctuations and the EU Allowances exposure, respectively, with maturity dates between July 2024 through December 2025. For the year ended December 31, 2024, the total net cash receipts for those agreements amounted to $1.4 million. During 2023, the Company entered into eight bunker swap agreements and two EUAs emission swap agreements. On December 19, 2023, the two EUAs emission swap agreements expired, and the Company paid $0.3 million. The fair value of bunker swap agreements and EUAs emission swap agreements at December 31, 2024 and 2023, was $0.3 million (positive) and $0.5 million (positive), respectively. The change in the fair values for the years ended December 31, 2024 and 2023 was $0.2 million (negative) and $0.5 million (positive), respectively and have been included in Change in fair value of bunker and other commodities non-hedging instruments in the table above.
Amortization of loan expenses was $3.6 million in 2024 and 2023, respectively. Although average debt increased during 2024, respective increase in amortization of loan expenses was counterbalanced by the reduction of the existing indebtedness. Other bank charges amounted to $0.1 million in 2024 and $0.3 million in 2023.
On May 30, 2023, the Company announced the redemption of 3,517,061 Series D Cumulative Redeemable Perpetual Preferred Shares along with accrued dividends. Upon declaration, Series D Preferred Shares were re-classified from equity to current liabilities and any accrued dividends of the period, amounting to $0.8 million, were recognized as interest expense in 2023.
Interest income
Interest income in 2024 amounted to $15.1 million compared to $14.6 million in 2023. The increase is due to higher interest rates and cash reserves.
Non-controlling interest
There is a non-controlling interest of 49% in the subsidiary Mare Success S.A., which owns 100% of each of the companies that own the panamax vessels Selini and Salamina and the handysize vessels, Byzantion and Bosporos. For the year ended December 31, 2024, and 2023, the net income attributable to the non-controlling interest of Mare Success S.A. was $5.4 million and $4.9 million, respectively.
Net income attributable to Tsakos Energy Navigation Limited
As a result of the foregoing, the net income attributable to Tsakos Energy Navigation Limited for 2024 was $176.2 million, or an income of $5.03 per share basic and diluted, after taking into account the cumulative dividends of $27.0 million, on our preferred shares for 2024, compared to net income of $300.2 million, or an income of $9.04 per share basic and diluted, after taking into account the cumulative dividends of $33.4 million on our preferred shares.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022
For a discussion of our results for the year ended December 31, 2023, compared to the year ended December 31, 2022, please see “Item 5. Operating and Financial Review and Prospects— Financial Analysis—Year Ended December 31, 2023, Versus Year Ended December 31, 2022” contained in our annual report on Form 20-F for the year ended December 31, 2023, filed with the SEC on April 19, 2024.
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 flows. In addition, our newbuilding commitments, vessel acquisitions, other expected capital expenditures on dry-dockings and vessel improvements, which in total equaled $674.8 million in 2024 and $317.5 million in 2023, will again require us to expend a significant amount of cash in 2025. We are also obligated to make certain payments to our manager under our management agreement. See “Long-Term Contractual Obligations” below. 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 are related to the acquisition and construction of specific vessels.
If market conditions worsen significantly, then our cash resources may decline to a level that may put at risk our ability to service timely our debt and capital expenditure commitments. To avoid such an eventuality, management would expect to be able to raise extra capital through the alternative sources described above.
Non-restricted cash balances were $343.4 million as of December 31, 2024, compared to $372.0 million as of December 31, 2023.
At December 31, 2024, the company's working capital (excluding restricted cash and deferred loan costs) stood at $35.3 million, a significant decrease from $178.6 million on the same date in 2023. This decline is primarily attributed to a reduction in market rates throughout 2024 compared to 2023, leading to decreased cash inflows and lower trade receivables. The sale of the previously classified as held for sale, suezmax tanker Eurochampion 2004, contributed to a reduction of current assets by $21.0 million while current portion of debt financing increased by $59.8 million, the trade payables by $15.6 million due to dry-docking repairs towards the end of the year and the accrued liabilities by $16.5 million as a result of new obligations under EUAs policy.
Current assets decreased to $451.8 million at December 31, 2024 from $509.3 million at December 31, 2023, a decrease of $57.5 million, mainly due to $28.7 million decrease in cash and cash equivalents, a $20.2 million decrease in trade receivables due to lower market rates compared to prior year end and the, derecognition of $21.0 million, in relation to the previously held for sale vessel Eurochampion 2024, as of December 31, 2023, upon completion of sale in 2024, counterbalanced by an increase of $10.0 million in advances and other, mainly due to expected collections of EUAs.
Current liabilities increased to $408.5 million at December 31, 2024, from $323.2 million at December 31, 2023, an increase of $85.3 million, attributed mainly to increased debt to finance newly acquired vessels and the debt approaching maturity amounting to $93.9 million, boosted by an increase of $15.6 million in payables due to increased number of dry-docking towards the end of 2024 and accrued liabilities of EUAs amounting to $12.9 million to be surrendered by the end September 2025, compared to prior year period.
Net cash provided by operating activities was $307.7 million in 2024 and $395.3 million in 2023. The $87.6 million decrease is primarily attributable to the softening of previously elevated market rates as more fully described in the paragraph “Voyage Revenues” above under “Financial Analysis”. Total cash expenditure on voyage expenses, operating expenses, charter-in costs, G&A expenses, finance expenses, net of interest income and other, net expenses amounted to $511.6 million in 2024, compared to $497.8 million in 2023, an increase of $13.8 million or 2.8%. The expense movements are fully described in the respective paragraphs above under “Financial Analysis”.
Inventories, mainly consisting of bunker fuel, decreased by $3.6 million in 2024, compared to a $3.7 million decrease in 2023, reflecting the decrease in oil prices during 2024 by 1.9% and the number of vessels employed on the spot market compared to the period ended December 31, 2023. Payments to repair yards increased by $5.7 million in 2024 due to increased dry-docking costs compared to prior year, as fifteen vessels underwent their scheduled drydock in 2024 compared to eight vessels in the year ended December 31, 2023.
Payables increased by $13.0 million mainly relating to the increased number of vessels that underwent dry dockings compared to a decrease of $11.8 million in the prior year, contributing also to an increase in accrued liabilities for the amount of $10.3 million. Unearned revenue, arising from collection of time-charter hire due in future periods, but collected in the current period, increased by $5.5 million as the number of vessels employed under time charter increased from forty-six in 2023 to forty-nine in 2024, whereas in 2023 unearned revenue had increased by $5.9 million. Receivables, advances and prepaid insurance and other decreased by $15.5 million (including $2.0 million of amortization of escalation portion in revenue) compared to a decrease of $27.3 million in 2023 (including $4.0 million of amortization of escalation portion in revenue), mainly due to high number of vessels undergoing their dry-dockings towards the end of the year 2024, compared to the equivalent period of 2023. The Company’s deposited cash collateral to its derivative instruments remained unchanged in the year ended December 31, 2024 and December 31, 2023.
Net cash used in investing activities in 2024 amounted to $441.6 million compared to $137.4 million in 2023. During 2024, the Company paid $484.9 million for the acquisition of the aframax tankers, Chios DF, Ithaki DF, DF Montmartre, DF Mystras, Alpes, Aspen and the suezmax tanker Popi Sazaklis and $4.7 million for improvements on existing vessels. The Company also paid $160.4 million for the twelve under construction vessels, the three shuttle tankers Athens 04, Paris 24, Anfield, the two suezmax tankers Dr Irene Tsakos and Silia T, the two MR tankers, Hull 1521 and Hull 1522, and the five LR1 Hull 1623, Hull 0307383, Hull 0307384, Hull 0307385, Hull 0307386, which were counterbalanced by cash generated by the sale of the two suezmax tankers, Eurochampion 2004 and Euronike, the two aframax tankers Nippon Princess and Izumo Princess, and the LNG carrier Neo Energy, amounting to $228.4 million. In addition, during 2024, the Company invested $20.0 million in debt securities, featuring interest rates alongside the availability of callable securities. In 2023, the cash flow used in investing activities consists of $152.6 million for the acquisition of the aframax tankers, Njord DF, Ran DF, and the two suezmax tankers, Eurochampion 2004 and Euronike, $134.7 million payments for vessels under construction, $11.0 million for improvements on existing vessels and $5.0 million investment in debt securities which were offset by cash generated by the sale of the six handymax vessels, Afrodite, Artemis, Ariadne, Aris, Ajax, Apollon, and the two handysize vessels Arion, Amphitrite, of $165.9 million.
As at December 31, 2024, we had two suezmax tankers, three DP2 suezmax shuttle tankers, two MR tankers and five LR1 tankers under construction and the remaining yard installments to be paid for those vessels as at December 31, 2024 amounted to $725.7 million. The amount of $339.3 million is due to be paid in 2025, the amount of $178.3 million in 2026, the amount of $146.5 million in 2027 and $61.6 million in 2028. The two DP2 shuttle tankers, Athens 04 and Paris 24, and the suezmax tanker, Dr Irene Tsakos, are expected to be delivered in the first half of 2025 and the suezmax tanker Silia T in the third quarter of 2025. The expected deliveries of the two MRs Hull 1521 and Hull 1522, and the DP2 shuttle tanker Anfield is in 2026, the three LR1 Hull 1623, Hull 0307383, Hull 0307384, in 2027 and the two LR1 Hull 0307385, Hull 0307386 in 2028. As at December 31, 2024, senior secured debt financing has been arranged for the DP2 shuttle tankers, Athens 04, Paris 24 and Anfield for up to $315.2 million in total. We are currently discussing with financial institutions secured debt financing for the two suezmax tankers Dr Irene Tsakos and Silia T under construction.
In March 2025, we entered into construction contracts for nine shuttle tankers for an aggregate price of $1.3 billion, with the amount of $133.3 million due to be paid in 2025, the amount of $207.4 million in 2026, the amount of $340.7 million in 2027 and $651.7 million in 2028. We currently expect to finance the construction cost with cash from operations and secured debt financing, for which we are in discussions.
Net cash provided by financing activities amounted to $105.5 million for the year ended December 31, 2024, compared to $190.6 million used in financing activities for the equivalent period of 2023. During 2024, $319.0 million was drawn to finance the newly acquired vessels, Chios DF, Ithaki DF, Alpes, Aspen, DF Montmartre, DF Mystras, Popi Sazaklis, $66.6 million was drawn to finance the under-construction vessels Athens 04, Paris 24, Anfield and the amount of $25.0 million was drawn for the refinancing of the suezmax tanker Eurovision. The outstanding loan amount of $28.1 million was prepaid for the sold vessel, Neo Energy, $20.7 million was prepaid as part of refinancing loan of Eurovision and $177.3 million was paid in scheduled installments. Proceeds from new bank loans in 2023 amounted to $411.4 million and payments of debt amounted to $426.3 million, which included $241.2 million loan prepayments and $185.1 million scheduled debt repayments.
Total debt outstanding increased from $1.57 billion at December 31, 2023, to $1.76 billion at December 31, 2024.
In 2024 and 2023, the Company paid dividends aggregating $1.50 and $1.00 per common share, respectively. Total dividend payments to common shareholders in 2024 amounted to $44.8 million, compared to $29.5 million in 2023. On March 27, 2025, the Company announced that it will pay a $0.60 per common share semi-annual dividend in July 2025. The payment and the amount of dividends on our common shares are subject to the discretion of our Board of Directors and depends 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 $0.5781 per share for the 9.25% Series E Preferred Shares were paid on February 28, May 28, August 28 and November 29, 2024, totaling in aggregate $11.0 million, and on February 28, 2025, $2.7 million. Dividends of $0.59375 per share for the 9.50% Series F Preferred Shares were paid on January 30, April 30, July 30 and October 30, 2024, totaling in aggregate $16.0 million, and on January 30, 2025, $4.0 million.
On July 7, 2023, the Company redeemed all of its 3,517,061 Series D Preferred Shares, with a liquidation preference of $25.00 per share along with the payment of a final dividend of $0.243056 per share, declared on May 30, 2023. The difference between the carrying value and the fair value of the Series D Preferred Shares, amounting to $3.3 million, was recognized as a reduction of retained earnings as a deemed dividend, and has been considered in the calculations of Earnings per Common Share in 2023.
Preferred share dividends on Series F 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 Company’s Board of Directors. Preferred share dividends on Series E 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 Company’s board of directors. See “Item 10. Additional Information—Description of Share Capital.”
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. We continue to have an active fleet development program resulting in a fleet of modern and young vessels with an average age of 10.4 years at April 4, 2025. We commonly raise the funds for such investments in new buildings mainly from borrowings and partly from internally generated funds and equity issuance transactions. New building contracts generally provide for multiple staged payments of 10%, with the balance of the vessel’s purchase price paid upon delivery. In the case of new buildings, pre-delivery financing and/or financing upon delivery is arranged to finance part of the installment payments and/or the last installment to the shipbuilding yard. Otherwise, for the equity portion of an investment in a new building, we generally pay from our own cash approximately 20% to 30% of the contract price. Repayment of the debt incurred to construct the vessel is made from vessel operating cash flows, typically over two to ten years, compared to the vessel’s asset life of approximately 25 years (LNG carriers 40 years). We have arranged senior secured bank loans of up to $315.2 million and expect to arrange additional senior secured bank loans, to fund the aggregate $410.5 million remaining contract price for our twelve new buildings under construction as of December 31, 2024, and the $1.3 billion aggregate contract price for the nine-shuttle tanker new buildings for which we entered into construction contracts in March 2025.
Debt
As is customary in our industry, we anticipate financing the majority of our commitments on vessel newbuildings with bank debt. Generally, we raise 70% to 80% of the vessel purchase price with bank debt for a period of between four and twelve 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. Our existing credit facilities require us and certain of our subsidiaries to comply with certain operating and financial covenant restrictions. See “Note 6— Long Term Debt and other financial liabilities” to our audited consolidated financial statements included elsewhere in this report.
Summary of Loan Movements Throughout 2024 (in millions of U.S. dollars):
| Loan | Vessel | Balance at January 1, 2024 | New Loans | Prepaid | Repaid | Balance at December 31, 2024 | ||||||
| 12-year term loan | Ulysses, Hercules I | 69,053 | — | — | 10,069 | 58,984 | ||||||
| 7 1/2-year term loan | Lisboa | 51,000 | — | — | 5,666 | 45,334 | ||||||
| 8-year term loan | Mediterranean Voyager, Caribbean Voyager | 65,514 | — | — | 4,596 | 60,918 | ||||||
| 5-year term loan | Selini, Salamina | 6,928 | — | — | 2,310 | 4,618 | ||||||
| 7-year term loan | Apollo Voyager | 47,898 | — | — | 2,818 | 45,080 | ||||||
| 10-year term loan | Artemis Voyager | 45,158 | — | — | 3,011 | 42,147 | ||||||
| 7-year term loan | Thomas Zafiras, Leontios H. | 52,800 | — | — | 4,800 | 48,000 | ||||||
| 5-year term loan | Elias Tsakos | 26,400 | — | — | 2,400 | 24,000 | ||||||
| 5-year term loan | Eurovision | 22,272 | — | 20,682 | 1,590 | — | ||||||
| 5-year term loan | Byzantion, Bosporos | 6,825 | — | — | 2,730 | 4,095 | ||||||
| 5-year term loan | World Harmony, Chantal, Selecao, Socrates, Sapporo Princess | 33,654 | — | — | 11,217 | 22,437 | ||||||
| 6-year term loan | Bergen TS | 29,169 | — | — | 2,652 | 26,517 | ||||||
| 5-year term loan | Andes, Aegeas | 11,803 | — | — | 5,901 | 5,902 | ||||||
| 5-year term loan | Maria Princess, Ise Princess | 20,227 | — | — | 8,091 | 12,136 | ||||||
| 5-year term loan | Sunray | 22,000 | — | — | 2,000 | 20,000 | ||||||
| 4-year term loan | Promitheas, Propontis | 19,312 | — | — | 3,662 | 15,650 | ||||||
| 7-year term loan | Porto | 70,327 | — | — | 4,173 | 66,154 | ||||||
| 5-year term loan | Uraga Princess, Spyros K, Dimitris P. | 53,750 | — | — | 5,500 | 48,250 | ||||||
| 6-year term loan | Brasil 2014 | 54,000 | — | — | 9,000 | 45,000 | ||||||
| 5-year term loan | Euro | 20,685 | — | — | 3,010 | 17,675 | ||||||
| 8-year term loan | Njord DF, Ran DF | 118,400 | — | — | 6,600 | 111,800 | ||||||
| 5-year term loan | Sunrise, Pentathlon | 36,558 | — | — | 5,442 | 31,116 | ||||||
| 6-year term loan | Rio 2016 | 58,500 | — | — | 9,000 | 49,500 | ||||||
| 5-year term loan | Maria Energy, Dias I | 177,188 | — | — | 11,812 | 165,376 | ||||||
| 5-year term loan | Andromeda, Decathlon | 65,727 | — | 28,147 | 9,980 | 27,600 | ||||||
| 5-year term loan | Sola TS, Oslo TS | 69,144 | — | — | 6,013 | 63,131 | ||||||
| 5-year term loan | Marathon TS, Stavanger TS | 67,150 | — | — | 5,700 | 61,450 | ||||||
| 5-year term loan | Asahi Princess, Parthenon TS | 45,937 | — | — | 6,125 | 39,812 | ||||||
| 8-year term loan | Chios DF, Ithaki DF | 44,400 | 74,000 | — | 3,289 | 115,111 | ||||||
| 7-year term loan | Paris 24 | — | 25,864 | — | — | 25,864 | ||||||
| 5-year term loan | Alpes, Aspen, DF Montmartre, DF Mystras, Popi Sazaklis | — | 245,000 | — | 8,771 | 236,229 | ||||||
| 7-year term loan | Athens 04 | — | 25,864 | — | — | 25,864 | ||||||
| 7-year term loan | Anfield | — | 14,904 | — | — | 14,904 | ||||||
| 5-year term loan | Eurovision | — | 25,000 | — | — | 25,000 | ||||||
| Total | 1,411,779 | 410,632 | 48,829 | 167,928 | 1,605,654 |
| Other financial liability | Vessel | Balance at January 1, 2024 | New Loans | Prepaid | Repaid | Balance at December 31, 2024 | ||||||
| 10-year term loan | Tenergy | 160,912 | — | — | 9,328 | 151,584 | ||||||
| Total | 160,912 | — | — | 9,328 | 151,584 |
The above term bank loans are secured by first priority mortgages on almost all vessels owned by the Company’s subsidiaries, by assignments of earnings and insurances of the respectively mortgaged vessels, and by corporate guarantees of the relevant ship-owning subsidiaries and in certain cases by the holding company.
As a result of such financing activities, long-term debt and other financial liabilities increased in 2024 by a net amount of $184.5 million compared to a net decrease of $14.9 million in 2023. The debt to capital (equity plus debt) ratio was 49.9% at December 31, 2024, or net of cash, 44.4%, and 48.8% at December 31, 2023 or, net of cash, 42.0%.
We have paid all of our scheduled loan installments and related loan 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, 2024 was 36.4%, below the original loan covenant maximum of 70%, which is applicable to all the above loans on a fleet and total liabilities basis. Almost 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 one case 110%, in one other case 125%) of the outstanding associated debt at all times. The Company continues to be fully compliant with its scheduled debt service requirements, repaying capital and paying interest promptly in accordance with respective bank agreements without fail. Our existing bank loans require us and certain of our subsidiaries to comply with certain operating and financial covenant restrictions. See “Note 6 – Long Term Debt and other financial liabilities” to our audited consolidated financial statements included elsewhere in this report. As at December 31, 2024, the Company and its wholly and majority owned subsidiaries were compliant with the financial covenants in each of its thirty-three loan agreements totaling $1.76 billion. At December 31, 2024, we were also compliant with the leverage ratio covenant contained in all of our bank loans. We do not expect to pay down the Company’s loans in 2025 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 and in certain cases by guarantees of the parent company, include the right of lenders to accelerate repayments. All our loan agreements and our interest rate swap agreement 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 one- or three- or six-month SOFR plus a margin.
At December 31, 2024, interest rates on the bank loans ranged from 5.90% to 7.40%.
The weighted-average interest rates on all executed loans for the applicable periods were:
| Year ended December 31, 2024 | 6.87% |
| Year ended December 31, 2023 | 6.68% |
| Year ended December 31, 2022 | 3.91% |
Long-Term Contractual Obligations as of December 31, 2024 (in millions of U.S. dollars) were:
| Contractual Obligations | Total | Less than 1 year (2025) |
1-3 years (2026-2027) |
3-5 years (2028-2029) |
More than 5 years (after January 1, 2030) | |||||
| Long-term debt obligations (excluding interest) and other financial liabilities | 1,757.3 | 254.8 | 655.9 | 502.2 | 344.4 | |||||
| Vessel operating leases1 | 20.3 | 15.3 | 5.0 | — | — | |||||
| Interest on long-term debt obligations2 | 296.5 | 91.3 | 121.9 | 54.2 | 29.1 | |||||
| Purchase Obligations (new-buildings)3 | 725.7 | 339.3 | 324.8 | 61.6 | — | |||||
| Management Fees payable to Tsakos Energy Management (based on existing fleet plus contracted future vessel deliveries as at December 31, 2024) | 209.0 | 23.0 | 45.7 | 46.0 | 94.3 | |||||
| Total | 3,008.8 | 723.7 | 1,153.3 | 664.0 | 467.8 |
| (1) | The amounts represent Company’s commitments under sale and leaseback agreements for three of its vessels as of December 31, 2024. |
| (2) | The amounts shown above for interest obligations include contractual interest obligations for floating rate debt as at December 31, 2024 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.” |
| (3) | The amounts shown above for purchase obligations (new-buildings) include amounts payable based on contracts agreed with shipbuilding yards for twelve vessels under construction, as of December 31, 2024. Excludes construction contracts for nine shuttle tankers for an aggregate price of $1.3 billion which we entered into subsequent to December 31, 2024. |
Item 6. Directors, Senior Management and Employees
The following table sets forth, as of April 1, 2025, information for each of our directors and senior managers.
| Name | Age | Positions | Year First Elected | |||
| Efstratios Georgios (Takis) Arapoglou | 73 | Chairman of the Board | 2010 | |||
| Nikolas P. Tsakos | 61 | Chief Executive Officer, Director | 1993 | |||
| Michael G. Jolliffe | 75 | Vice Chairman of the Board, Director | 1993 | |||
| George V. Saroglou | 60 | President and Chief Operating Officer, Director | 2001 | |||
| Paul Durham | 74 | Co- Chief Financial Officer and Chief Accounting Officer | ||||
| Harrys Kosmatos | 55 | Co- Chief Financial Officer | — | |||
| Vasileios Papageorgiou | 78 | Chief Marine Officer | — | |||
| Nicholas F. Tommasino | 67 | Director | 2017 | |||
| Aristides A.N. Patrinos | 77 | Director | 2006 | |||
| Efthimios E. Mitropoulos | 85 | Director | 2012 | |||
| Denis Petropoulos | 68 | Director | 2018 | |||
| Karen Purnell | 63 | Director | 2022 |
Certain biographical information regarding each of these individuals is set forth below.
EFSTRATIOS GEORGIOS (TAKIS) ARAPOGLOU
CHAIRMAN OF THE BOARD
Takis Arapoglou is currently a consultant with an earlier career in International Capital Markets and Corporate & Investment Banking based in London and later in managing, restructuring and advising publicly listed Financial Institutions and Corporates South Eastern Europe and the Middle East. Most recent executive assignments include: Managing Director and Global Head of the Banks and Securities Industry for Citigroup (1997-2004), Chairman and CEO of the National Bank of Greece (2004-2009), Chairman of the Hellenic Banks Association (2004-2009), CEO of Commercial Banking at EFG-Hermes Holding SAE (2010-2012). He has an over fifteen years experience in chairing boards and being a member of boards and board committees of international companies, focusing on Governance, Risk Management, Digital transformation and Sustainability. He is presently holding the following non-executive board positions: Chairman of Bank of Cyprus- listed on the Athens Stock Exchange, Independent board member of EFG-Hermes Holding- listed on the Cairo Stock Exchange and independent board member of Bank Alfalah, listed on the Karachi Stock Exchange. He is a member of the Business Advisory Council for the International MBA program at the Athens University of Economics and Business. He holds degrees in Mathematics, Engineering and Management from Greek and British Universities.
NIKOLAS P. TSAKOS, Dr.
FOUNDER AND CHIEF EXECUTIVE OFFICER
Mr. Nikolas P. Tsakos is the Founder and Chief Executive Officer of Tsakos Energy Navigation (TEN), a pioneering shipping company, established in 1993 and quoted on the New York Stock Exchange. He comes from a traditional Chios seafaring family and has extensive seagoing experience, having also served as an Officer in the Greek Navy. Mr. Tsakos is Vice-Chairman of the GSCC in London, was the Chairman of INTERTANKO from 2014 to 2018 and the former President of the environmental organisation “HELMEPA”. He sits on the boards of a number of maritime and finance organizations and associations. Mr. Tsakos is the co-founder, together with his family, of the Maria Tsakos Educational Foundation, which supports the higher education of young men and women, both in their native island Chios and abroad. Nikolas graduated from Columbia University in New York with a degree in Economics and Political Science and obtained a Master’s Degree in Shipping, Trade and Finance from London’s City University Business School (CASS). In 2011, he was awarded an honorary doctorate from City University, for his pioneering work in the equity financial markets relating to shipping companies. He is married and has three children.
MICHAEL G. JOLLIFFE
CO-FOUNDER AND VICE CHAIRMAN
Mr. Jolliffe is the co-founder and Vice Chairman of our Board since 1993. He is a director of a number of companies in shipping, agency representation and shipbroking capital services. Mr. Jolliffe is Chief Executive Officer of Tsakos Containers Navigation LLC, a shipping company set up in joint venture between the Tsakos and 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. He is also Chairman of StealthGas Inc., a shipping company which is quoted on the Nasdaq Stock Exchange and which owns LPG carriers.
GEORGE V. SAROGLOU
PRESIDENT, CHIEF OPERATING OFFICER AND DIRECTOR
Mr. Saroglou has been Chief Operating Officer of the Company since 1996 and President of the Company since 2023. 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 Bachelor’s Degree in Science (Mathematics). Mr. Saroglou is the cousin of Mr. Tsakos.
PAUL DURHAM
CO-CHIEF FINANCIAL OFFICER AND CHIEF ACCOUNTING 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 internal 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.
HARRYS KOSMATOS
CO-CHIEF FINANCIAL OFFICER
Mr. Kosmatos became the Company’s Co-Chief Financial Officer on July 1, 2024. Mr. Kosmatos began his career in 1994 with Elka Shipping (London) Ltd., a large dry bulk and tanker operator and in 1995 joined the Shipping Banking Group of the Commercial Bank of Greece as a credit analyst in the bank’s London office. In May of 1997 he moved to New York to join American Marine Advisors, Inc (currently AMA Capital Partners LLC), a maritime investment bank, where he specialized in corporate workouts, project structuring, capital raisings and other M&A advisory assignments. He joined TEN in September of 2004 with a mandate to develop the Company’s corporate finance activity and liaise with the firm’s investor base particularly in the US and Europe. During his tenure at TEN, Mr. Kosmatos has been responsible for the sourcing of over $1.0 billion in various financial instruments, ranging from follow-on equity offerings, preferred stock issuances and the formulation of structured financial products including operating and financial leases, all with blue-chip North American, European and Asian counterparties. Mr. Kosmatos holds a BA (Hons) in Classical Studies & Politics from the University of London (Queen Mary College) and an MSc in Shipping, Trade & Finance from London’s City University (Cass Business School). In 2001, he completed an executive Corporate Finance and Accounting program at Columbia Business School.
VASILEIOS PAPAGEORGIOU
CHIEF MARINE OFFICER
Mr. Papageorgiou is our Chief Marine Officer. He monitors our fleet’s technical and operational performance. In addition, he heads the newbuilding section and technically led the recent successful large scale fleet expansion and renewal plan. For the past 20 years Mr. Papageorgiou has overseen the construction of more than 128 vessels of diverse type and range, amongst them DP Shuttle tankers and LNG vessels. He has an extended technical academic background, holding Bachelor of Science degrees in Naval Architecture and Marine Engineering and Master of Science degrees in Internal Combustion Engines and Management and Economics. Mr. Papageorgiou initiated his career 52 years ago, being employed for a period of 5 years in the Greek ship and repair yards of Skaramanga, Perama and Elefsis, being engaged in the supervision of ship repairs and newbuildings. In 1976 and for a period of 4 years he worked for Chalkis Shipyard and Carras Shipping Co attending repairs and newbuildings in Japan and Yugoslavia. In 1980, Mr. Papageorgiou joined Lloyd’s Register of Shipping initially as a junior Ship and Engine Surveyor in the Far East area (Korea, Japan, China, Hong Kong, Philippines). He was the first surveyor of Greek nationality of Lloyd’s Register supervising the construction of newbuildings in Asia. Soon he was promoted to Principal Surveyor, thereafter to Senior Principal Surveyor, a position held for the first time by an Engineer of Greek nationality. Successively, in 1990, Lloyd’s Register appointed him in the post of area Managing Director for the wider region of Greece, Balkans and Middle East, again a position held for the first time by a Greek citizen. Mr. Papageorgiou is an active participant in a wide range of technical committees.
ARISTIDES A.N. PATRINOS, Ph.D
DIRECTOR
Dr. Patrinos is a member of the Novim Group and the Chair of its Scientific Advisory Board. Novim is a think tank based in Santa Barbara California. He is also Visiting Scholar at the New York University Center for Neural Science. He was also affiliated with Synthetic Genomics Inc, (SGI) serving as President (2006-2011), Senior Vice President for Corporate Affairs (2011-2012) and Programs and Policy Advisor (2012-2020). SGI is a US-based privately held company dedicated to developing and commercializing synthetic biology instruments, clean and renewable fuels and chemicals, sustainable food products; and novel medical applications such as synthetic vaccines and other biologics. Dr. Patrinos also serves on the Advisory Board of EdenRoc Sciences, a privately held biotechnology company formed to cultivate world-class life sciences companies; and on the Science Advisory Board of DataCubed Inc., a NYC-based private company focused on healthcare, big data, and human decision-making. Dr. Patrinos also consults for Oak Ridge National Laboratory, the Energy Futures Initiative, and the translational medicine program of the University of Pittsburgh. He started his career as an Assistant Professor at the University of Rochester, New York. 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 R&D for several facets of energy production and use and led key research programs in biology and the environment, including global climate change. He played a leading role in the Human Genome Project and has been a central architect of the “genomics” revolution. He is a member of many scientific societies and is the 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 in Evanston, Illinois. During 2016, Dr. Patrinos was Senior Advisor to DOE Secretary Ernest Moniz. In 2013, an EU stamp was issued in his honor, and he is an honorary citizen of the Greek County of Vari, Voula, and Vouliagmeni. He also holds an honorary Ph.D. from the Greek National Technical University (Metsovion).
DENIS PETROPOULOS
DIRECTOR
Mr. Petropoulos is past chairman of the Baltic Exchange, headquartered in London, UK. He remains the chairman of Board of Advisors to London International Shipping Week 2025. He has worked in competitive ship broking for over 40 years and has presented on a broad base of shipping related topics at many major international industry conferences. His knowledge of the energy industry and in particular its shipping requirements for crude oils, products, chemicals, LPG and LNG extends to all the supply and refinery centers around the world. Mr. Petropoulos left H.Clarksons in 1985 to open Braemar Tankers, which in 2001 evolved into Braemar PLC listed on the London Stock Exchange, where he sat on the board as Executive Director. In 2011 he opened Braemar’s shipbroking office in Singapore and remained there until 2018 heading up the company’s expanding shipping service operations in the Asia-Australia. He came off the Braemar Shipping Services PLC board in 2015 and remains a shareholder of Braemar PLC, as it is known today. Mr. Petropoulos presently serves on INTERTANKO’s Associate Members’ Committee. He is a trustee of Baltic Exchange Charity Foundation and a patron of the National Maritime Museum London. He was educated at Westminster School, London, and University of Surrey, UK.
EFTHIMIOS E. MITROPOULOS, KCMG
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 forums 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, Malmӧ, 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 “Maria Tsakos” Public Benefit Foundation – International Centre for Maritime Research and Tradition. He is a member of several shipping societies in Greece and in the United Kingdom and a recipient of many awards and distinctions from Governments, international organizations and universities. He is an honorary citizen of Galaxidi, Greece and Malmӧ, Sweden.
KAREN PURNELL
DIRECTOR
Dr Karen Purnell is a Fellow of the Royal Society of Chemistry and a member of the Institute of Directors. She is an established professional in the shipping and environmental sector spanning more than 27 years, the last 12 years as Managing Director of ITOPF Ltd. In this role, she was responsible for ensuring that shipowners, their P&I insurers, and government agencies receive objective technical advice on accidental ship-source pollution and mitigation of pollution damage. Prior to joining ITOPF, Dr Purnell worked in various R&D and analytical chemistry roles, including the decontamination of radioactively contaminated sites in the UK and USA. Dr Purnell was UK Secretary of State appointed Director on the Board of the Harwich Haven Authority (a Trust Port) from 2015 until the end of her term in December 2020. She was appointed a Trustee of the Harwich Haven Authority Pension Fund in 2021 and she currently serves as Chairman of the Board of Pension Trustees. She also served on the Board of Lloyds Editorial until 2021. Karen mentors university students and school children on Science, Technology, Engineering and Maths (STEM subjects) and is a Liveryman of the Worshipful Company of Shipwrights.
NICHOLAS F. TOMMASINO
DIRECTOR
Mr. Tommasino is a retired partner of Deloitte LLP, a global professional services firm focusing on Audit, Tax, Advisory and Consulting services. With more than 38 years of experience, including 27 as a Partner until his retirement in 2016, he served global clients in a variety of industries including Transportation, Telecommunications, Pharmaceuticals, Agribusiness and Hospitality. He provided services across a wide range of areas including audit, mergers and acquisitions, U.S. listings, including foreign private issuers, and regulatory and risk areas. He held a number of leadership roles from leading the New York Audit and Advisory practice to the Northeast Practice to the entire East Sector culminating in his assuming the role of Chairman and CEO of Deloitte and Touche LLP (D&T) where he was responsible for all aspects of a multi-billion dollar, fourteen thousand personnel, professional services firm. He directed the Development and Implementation of Strategy, Operations, Talent, Quality, Governance and Cultural Cultivation at D&T. He was a Board member of D&T (including Chairman) and chaired the D&T Executive Committee. He served as a Trustee and Vice President of the Madison Square Boys and Girls Club. He was an associate adjunct professor at Columbia University. He graduated Summa Cum Laude with a BS in accounting from Manhattan College.
Board of Directors
Our business is managed under the direction of the Board, in accordance with the Companies Act 1981 of Bermuda, as amended (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 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 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. We currently have nine directors on our Board. 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).
Independence of Directors
The foundation for the Company’s corporate governance is the Board’s policy that a 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. Tommasino, Arapoglou, Mitropoulos and Petropoulos, Dr. Patrinos and Dr. Purnell) 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 specify 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 director’s independence, the Board will make a determination of the director’s independence. |
To promote open discussion among the independent directors, those directors met in regularly scheduled executive sessions in 2024 without participation of the Company’s management and will continue to do so in 2025. Dr. Patrinos serves as the Presiding Director for purposes of these meetings.
Documents Establishing Our Corporate Governance
The Board and the Company’s 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 Board’s 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 or Harrys Kosmatos, 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 Board’s Corporate Governance Guidelines address a number of important governance issues such as:
| • | Selection and monitoring of the performance of the Company’s senior management; |
| • | Succession planning for the Company’s 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 (“OSE”) Committee.
Audit Committee
The current members of the Audit Committee are Messrs. Tommasino, Arapoglou and Petropoulos each of whom is an independent director. Mr. Tommasino 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 is appointed by the Board and is responsible for, among other matters:
| • | engaging the Company’s external and internal auditors; |
| • | approving in advance all audit and non-audit services provided by the auditors; |
| • | approving all fees paid to the auditors; |
| • | reviewing the qualification and independence of the Company’s external auditors; |
| • | discussing compliance with accounting standards and any proposals which the external auditors have made regarding the Company’s accounting standards with the external auditors; |
| • | overseeing the Company’s financial reporting and internal control functions; |
| • | overseeing the Company’s whistleblower’s process and protection; |
| • | overseeing general compliance with related regulatory requirements; |
| • | overseeing the executive management’s 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 Company’s technical and commercial managers have effective procedures for managing risks. |
The Board of Directors has determined that each of Messrs. Tommasino, Arapoglou and Petropoulos, whose biographical details are included herein, qualifies as an “audit committee financial expert” 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, Mitropoulos, Tommasino and Petropoulos and Dr. Patrinos, each of whom is an independent director. Dr. Patrinos is the Chairman of the committee. 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 Company’s 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 Company’s annual proxy statement or annual report. |
Business Development and Capital Markets Committee
The current members of the Business Development and Capital Markets Committee are Messrs. Arapoglou, Jolliffe, Saroglou and Tsakos. 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 Company’s 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 Company’s relations with investment banks and financial institutions, as well as the development and expansion of the Company’s 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 Papageorgiou and Dr. Patrinos. Mr. Mitropoulos is Chairman of the committee. The primary role of the OSE Committee is to draw the attention of the Board and the Company’s 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 directors who are executive officers. For the year ended December 31, 2024, the aggregate cash compensation of all of the members of the Board was $685,000 per the following annual fee schedule, which was approved by the shareholders of the Company on June 14, 2024:
| • | Service on the Board—$60,000 |
| • | 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—$30,000 |
| • | 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, other than as Chairman, on the Corporate Governance and Nominating and Compensation Committee.
We do not provide benefits for directors upon termination of their service with us.
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, 2024.
Management Compensation
Messrs. Tsakos, Saroglou, Durham, Kosmatos and Papageorgiou serve as Chief Executive Officer, President and Chief Operating Officer, Co-Chief Financial Officer and Chief Accounting Officer, Co-Chief Financial Officer and Chief Marine Officer, respectively. Such individuals are employees of Tsakos Energy Management, except for Mr. Papageorgiou who is an employee of Tsakos Shipping, and, except for the equity compensation discussed below under “—Stock Compensation Plan” and the compensation paid to Mr. Papageorgiou for service on the OSE Committee, are not directly compensated by the Company. Although he is not a member of the Board, our Chief Marine Officer, Mr. Papageorgiou serves on the Operational, Safety and Environmental Committee and receives the same $10,000 per annum cash compensation for service on such committee as is paid to non-executive members of the Board serving thereon.
The Company maintains a management incentive award program under which Tsakos Energy Management may receive cash awards, if approved by the Corporate Governance, Nominating and Compensation Committee, based on various performance criteria and taking into account cash availability and market volatility. Any award made under this program is accounted for on a straight-line basis within the year it is approved. In 2024 and 2023, an amount of $7.0 million and $5.0 million, respectively, was awarded to Tsakos Energy Management relating to various performance criteria.
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 where the vessels or the crewing thereof, are under third-party management arranged by our technical managers. All vessel owning-companies are subsidiaries of Tsakos Energy Navigation Limited. Approximately 3,000 officers and crew members served on board the vessels we own and were managed by our technical managers as of December 31, 2024.
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
On May 1, 2024, our Board of Directors adopted, in accordance with Bermuda law, the Tsakos Energy Navigation Limited 2024 Equity Incentive Plan (the “2024 Plan”), which replaces the share-based incentive plan (the “2012 Plan”) adopted in 2012. The 2024 Plan permits us to grant share options or other share based awards with respect to up to 1,000,000 of our common shares 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 and technical manager, Tsakos Shipping.
The purpose of the 2024 Plan is to provide a means to attract, retain, motivate and reward the persons whose performance of administrative, commercial, management, technical and maritime services are important for the Company by increasing their ownership in our Company. Awards under the 2024 Plan may include options to purchase our common shares, restricted stock units, restricted share awards, other share-based awards (including share appreciation rights granted separately or in tandem with other awards) or a combination thereof.
The 2024 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 2024 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 terms and conditions of any awards granted under the 2024 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.
In 2023 and 2022, no awards were issued under our 2012 Plan. In 2024, we granted an aggregate of 625,000 restricted common shares under the 2024 Plan to Company directors, officers and other employees and persons who provide services to the Company and its subsidiaries and employees of any management company. The restricted shares are scheduled to vest upon satisfaction of the time-based and performance-based conditions. The time-based condition will be satisfied so long as the participant continues to have a service relationship with the Company or its subsidiaries or any management company on the applicable vesting dates. The performance-based condition will be satisfied upon determination by the Company that the fleet utilization as defined in the awards, equals or exceeds 85% for the period from January 1, 2024 through the end of the last complete fiscal quarter preceding each vesting date. The vesting schedule is as follows: 25% of the shares granted to each recipient on January 1, 2025, 25% to vest on July 1, 2025, 25% to vest on January 1, 2026, and 25% to vest on July 1, 2026. Total stock-based compensation expense recognized for 2024 relating to these restricted shares amounted to $8.1 million, of which $1.7 million was for restricted shares granted to executive officers and $1.1 million was for restricted shares granted to non-executive directors. No stock-based compensation expense was recognized in the years ended December 31, 2023 and 2022.
Total stock compensation expense recognized was $nil for the years ended December 31, 2023 and December 31, 2022.
Item 7. Major Shareholders 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. 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):
| 2024 | 2023 | 2022 | |||
| Tsakos Shipping and Trading S.A. (commissions) | 10,825 | 11,874 | 10,684 | ||
| Tsakos Shipping and Trading S.A. (special charges) | 2,222 | 1,203 | — | ||
| Tsakos Energy Management Limited (management fees) | 19,880 | 19,503 | 20,228 | ||
| Tsakos Shipmanagement S.A. (ex TCM) (special charges) | — | 567 | 1,947 | ||
| Argosy Insurance Company Limited (insurance premiums) | 16,727 | 14,420 | 10,965 | ||
| AirMania Travel S.A. (travel services) | 7,027 | 6,589 | 6,437 | ||
| Total expenses with related parties | 56,681 | 54,156 | 50,261 |
Management Affiliations
Nikolas P. Tsakos, our 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 TST.
George V. Saroglou, our president and 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 December 31, 2024 and 2023, the outstanding advances to TST, as technical manager, amounted to $0.2 million and $1.1 million, respectively. Outstanding advances to TSM amounted to $2.6 million and $5.3 million, at December 31, 2024 and 2023, respectively. In 2024, 2023 and 2022, an additional amount of $2.2 million, $1.2 million and $nil, respectively, was paid in fees directly by the Company to TST for additional services it provided and seafarers’ training. For additional services and seafarers’ training TSM charged the amount of $nil, $0.6 million and $1.9 million, for 2024, 2023 and 2022, respectively.
From the management fee we pay Tsakos Energy Management, Tsakos Energy Management in turn pays a management fee to TST 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 $19.9 million in 2024, $19.5 million in 2023 and $20.2 million in 2022. In 2024, 2023 and 2022, we granted Tsakos Energy Management an incentive award of $7.0 million, $5.0 million and $1.0 million, respectively.
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 year’s 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, 2024 would have resulted in a payment of approximately $166.7 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 Company’s Board of Directors.
Under the management agreement, we pay monthly fees for Tsakos Energy Management’s 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 may be 18 to 24 months before the vessel begins to earn revenue. In 2024, monthly management fees were $30.0 thousand per vessel, for all conventional vessels, apart from the LNG carriers, the DP2 suezmax shuttle tankers, the third-party managed vessels, chartered in vessels or chartered out on a bare-boat basis, and for vessels under construction. Monthly fees for third-party managed vessels were $28.8 thousand, for the suezmax tanker Decathlon, $30.1 thousand for the VLCCs Ulysses, Hercules I, $45.9 thousand for LNG carriers Maria Energy and Neo Energy (up to the sale May 31, 2024), and $37.5 thousand for Tenergy, $30.1 thousnd for the aframax tankers Sapporo Princess and Maria Princess, and $29.3 thousand for the aframax tanker Ise Princess, respectively. Monthly fees for VLCC Dias I and suezmax tanker Eurochampion 2004 (up to the sale January 11, 2024) amounted to $28.7 thousand and $29.7 thousand, respectively. For the newly acquired vessels, aframax tankers Alpes, Aspen, and the suezmax tanker Popi Sazaklis, monthly fees amounted to $29.3 thousand and $28.7 thousand for the dual fuel LNG aframax tankers DF Montmartre and DF Mystras, respectively. For chartered in vessels or chartered out on a bare-boat basis and for vessels under construction, monthly fees were $21.0 thousand. We paid Tsakos Energy Management aggregate management fees of $19.9 million in 2024, $19.5 million in 2023 and $20.2 million in 2022.
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 freight, hires and demurrages involving our vessels. Tsakos Shipping may also charge a brokerage commission on the sale of a vessel. In 2024, the two suezmax tankers, Eurochampion 2004 and Euronike, the two aframax tankers Izumo Princess and Nippon Princess and the LNG carrier, Neo Energy were sold and for this service Tsakos Shipping charged a brokerage commission of $1.2 million in total, representing 0.5% of the sale price. In 2023, the handymax tankers Afrodite, Artemis, Ariadne, Aris, Ajax, Apollon and the handysize tankers Arion, Amphitrite were sold and for this service, Tsakos Shipping charged a brokerage commission of $0.8 million in total, representing 0.5% of the sale price of each vessel. In 2022, the aframax tanker Proteas and the panamax tanker Inca were sold and for this service, Tsakos Shipping charged a brokerage commission of $0.3 million in total, representing 1.0% of the sale price of each vessel. We have been charged by Tsakos Shipping chartering and brokerage commissions aggregating $9.7 million in 2024 ($11.0 million in 2023 and $10.7 million in 2022).
Tsakos Shipping may also charge a fee of $0.2 million (or such other sum as may be agreed) on delivery of each new building vessel in payment for the cost of design and supervision of the new building by Tsakos Shipping. This amount is added to the cost of the vessels concerned and is amortized over their remaining lives. In 2024, $1.0 million in aggregate was charged for supervision fees of the aframax tankers Njord DF, Ran DF, Chios DF and Ithaki DF. In 2023, $0.5 million in aggregate was paid for supervision fees on two vessels. No such fee was paid in 2022.
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 2024, 2023 and 2022, we were charged an aggregate of $15.2 million, $14.4 million and $11.0 million, respectively, 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 2024, 2023 and 2022, we were charged an aggregate of $7.0 million, $6.6 million, $6.4 million, respectively, 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 April 4, 2025, held by:
| • | each person or entity that we know beneficially owns 5% or more of our common shares; and |
| • | all our directors and officers as a group. |
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 30,127,603 Common Shares outstanding on April 4, 2025. Information for certain holders is based on their latest filings with the SEC or information delivered to us.
| Name of Beneficial Owner | Number of Shares Beneficially Owned |
Percentage of Outstanding Common Shares | ||
| Tsakos Holdings Foundation(1) | 3,223,003 | 10.7% | ||
| Redmont Trading Corp.(1) | 738,001 | 2.4% | ||
| First Tsakos Investments Inc.(1) | 2,485,002 | 8.2% | ||
| Sea Consolidation S.A. of Panama(2) | 1,550,000 | 5.1% | ||
| Methoni Shipping Company Limited (2) | 1,423,702 | 4.7% | ||
| Intermed Champion S.A. of Panama(2) | 893,500 | 3.0% | ||
| Tsakos Energy Management Ltd. (2) | 1,075,000 | 3.6% | ||
| All officers and directors as a group (12 persons)(3) | 332,465 | 1.1% |
| (1) | According to Amendment No. 14 to Schedule 13D jointly filed on May 23, 2022, by Tsakos Holdings Foundation (“Tsakos Holdings”), Redmont Trading Corp. (“Redmont”) and First Tsakos Investments Inc. (“First Tsakos”) and information provided to us. Tsakos Holdings is the sole holder of outstanding capital stock of First Tsakos and Redmont and may be deemed to have shared voting and dispositive power of the common shares reported by Redmont. Tsakos Holdings is a Liechtenstein foundation whose beneficiaries include persons and entities affiliated with the Tsakos family, 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. |
| (2) | According to Amendment No. 14 to Schedule 13D jointly filed on May 23, 2022, by Sea Consolidation S.A. of Panama (“Sea Consolidation”), Intermed Champion S.A. of Panama (“Intermed”), Methoni Shipping Company Limited (“Methoni”), Tsakos Energy Management Ltd (“TEM”) and information provided to us, Panayotis Tsakos and Nikolas Tsakos, Sea Consolidation, Intermed, Methoni, TEM, Panayotis Tsakos and Nikolas Tsakos beneficially owned 1,550,000, 893,500, 1,423,702, 1,075,000, 3,867,202 and 5,023,802 common shares, respectively. Each of Panayotis Tsakos and Nikolas Tsakos, our chief executive officer, shares voting and dispositive control over the common shares held by each of Sea Consolidation, Intermed and Methoni and may be deemed to indirectly beneficially own such common shares. Nikolas Tsakos controls TEM. and may be deemed to indirectly own the common shares held by TEM. Panayotis Tsakos is the father of Nikolas Tsakos. |
| (3) | Does not include shares owned by Tsakos Holdings, First Tsakos, Redmont Trading Corp., Sea Consolidation, Intermed, Tsakos Energy Management Ltd. or Methoni. |
Based on information provided to us, entities affiliated with Panayotis Tsakos and Nikolas Tsakos own 141,500, or 3.0%, of our outstanding Series E Preferred Shares, and 159,000, or 2.4%, of our outstanding Series F Preferred Shares as of April 4, 2025. Entities affiliated with Nikolas Tsakos own 45,000, or 0.95%, of our outstanding Series E Preferred Shares and 100,000, or 1.5%, of our outstanding Series F Preferred Shares as of April 4, 2025.
To our knowledge, none of the entities in the above table own any other shares, and none of our other officers or directors own 1% or more, of our Series E Preferred Shares or Series F Preferred Shares, as of April 4, 2025.
As of April 4, 2025, we had 54 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 29,976,454 common shares representing approximately 99.5% 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.
Item 8. Financial 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 the date of this report, individually or in the aggregate, is not material to us.
Please refer to Note 12, Commitments and Contingencies, to our audited consolidated financial statements included elsewhere in this report.
Dividend Policy. While we cannot assure you that we will do so, and subject to the limitations discussed below, we intend to pay semi-annual cash dividends on our common shares.
We had 4,745,947 Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares outstanding as of April 4, 2025. Dividends on the Series E Preferred Shares are cumulative from the date of original issue and are payable quarterly in arrears on the 28th day of February, May, August and November of each year, when, as and if declared by our Board of Directors. Dividends will be payable from cash available for dividends (i) from and including the original issue date to, but excluding, May 28, 2027 at a fixed rate equal to 9.25% per annum of the stated liquidation preference and (ii) from and including May 28, 2027, at a floating rate equal to three-month LIBOR plus a spread of 6.881% per annum of the stated liquidation preference. See “—Description of Share Capital-Series E Preferred Shares.” The quarterly dividend to which holders of the Series E Preferred Shares will be entitled during the fixed rate period will be $0.578125 per share, when, as and if declared by our Board of Directors.
We had 6,747,147 Series F Cumulative Redeemable Perpetual Preferred Shares outstanding as of April 4, 2025. Dividends on the Series F Preferred Shares are cumulative from the date of original issue and are payable quarterly in arrears on the 30th day of January, April, July and October of each year, when, as and if declared by our Board of Directors. Dividends will be payable from cash available for dividends (i) from and including the original issue date to, but excluding, July 30, 2028 at a fixed rate equal to 9.50% per annum of the stated liquidation preference and (ii) from and including July 30, 2028, at a floating rate equal to three-month LIBOR plus a spread of 6.54% per annum of the stated liquidation preference. See “—Description of Share Capital-Series F Preferred Shares.” The quarterly dividend to which holders of the Series F Preferred Shares will be entitled during the fixed rate period will be $0.59375 per share, 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.
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 certain of our existing bank loans, we are permitted to declare or pay a cash dividend in any year as long as we are not in default under such bank loans and an event of default would not occur as a result of the payment of such dividends. In addition, cash dividends can be paid only to the extent permitted by Bermuda law. See “Item 10. Additional Information —Description of Share Capital—Bermuda Law—Dividends.” See “Item 3. Key Information—Risks Related to our Common and Preferred Shares—We may not be able to pay cash dividends on our common shares or preferred shares as intended if market conditions change.”
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”(until June 30, 2024). From July 1, 2024, the Company is trading under its new ticker symbol “TEN”.
Since April 6, 2017, our Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares have been listed on the New York Stock Exchange under the ticker symbol “TEN PR E”.
Since July 3, 2018, our Series F Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares have been listed on the New York Stock Exchange under the ticker symbol “TEN PR F”.
Item 10. Additional Information
| A. | Share Capital and B. Memorandum and Articles of Association. |
DESCRIPTION OF SHARE CAPITAL
The below description does not describe every aspect of the Company’s share capital and is subject to, and qualified in its entirety by reference to, the provisions of the Company’s Memorandum of Association, the Company’s Bye-laws and the respective Certificates of Designations for each series of preferred shares, each as currently in effect, each of which is incorporated by reference as an exhibit to this annual report.
Authorized Share Capital
Our authorized share capital consists of 60,000,000 common shares, par value $5.00 per share, and 25,000,000 blank check preferred shares, $1.00 par value per share. 5,400,000 preferred shares have been designated Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares as described below under “—Series E Preferred Shares”, and 8,100,000 preferred shares have been designated Series F Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares as described below under “— Series F Preferred Shares.” As of April 4, 2025, there were outstanding: 30,127,603 common shares (and 678,173 common shares issued and held as treasury shares), 4,745,947 9.25% Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares, and 6,747,147 9.50% Series F Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares.
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 declare. 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 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 those directors who are not managing directors (as defined in our Bye-laws and which consist of our executive directors) 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 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 E Preferred Shares
We had 4,745,947 of our 9.25% Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares outstanding as of April 4, 2025, which were issued on April 5, 2017, during 2021 and in the first quarter of 2022. The initial liquidation preference of the Series E Preferred Shares is $25.00 per share, subject to adjustment. The shares are redeemable by us at any time on or after May 28, 2027. Dividends on the Series E Preferred Shares are cumulative from the date of original issue and will be payable quarterly in arrears on the 28th day of February, May, August and November of each year, commencing May 28, 2017, when, as and if declared by our board of directors. Dividends will be payable from cash available for dividends (i) from and including the original issue date to, but excluding, May 28, 2027 at a fixed rate equal to 9.25% per annum of the stated liquidation preference and (ii) from and including May 28, 2027, at a floating rate equal to three-month LIBOR plus a spread of 6.881% per annum of the stated liquidation preference. The Certificate of Designations for the Series E Preferred Shares states that if fewer than three New York City banks selected by the Company quote three-month LIBOR rates in the manner described in the Certificate of Designations, the three-month LIBOR Rate for the applicable dividend period will be the same as for the immediately preceding dividend period, or, if there was no such dividend period, the dividend shall be calculated at the dividend rate in effect for the immediately preceding dividend period. Accordingly, as three-month LIBOR has been permanently discontinued, we expect that from and including May 28, 2027, the dividend rate applicable to the Series E Preferred Shares will remain at the same rate applicable to prior dividend periods in accordance with the Certificate of Designations for the Series E Preferred Shares. The Series E 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 E 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 E Preferred Shares and any pari passu securities will generally be entitled to receive, on a pro rata basis, the liquidation preference of the Series E Preferred Shares, or, in the case of pari passu securities, the liquidation preference of such series of pari passu securities, plus an amount equal to accumulated and unpaid dividends ratably with any pari passu securities, after satisfaction of all liabilities to our creditors and holders of securities senior to the Series E Preferred Shares, but before any distribution is made to or set aside for the holders of junior shares, including our common shares. The Series E Preferred Shares rank pari passu with the Series F Preferred Shares. The Series E Preferred Shares are not convertible into common shares or other of our securities, do not have exchange rights and their holders are not entitled to any preemptive or similar rights.
Series F Preferred Shares
We had 6,747,147 of our 9.50% Series F Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares outstanding as of April 4, 2025, which were issued on June 28, 2018, during 2021 and in the first quarter of 2022. The initial liquidation preference of the Series F Preferred Shares is $25.00 per share, subject to adjustment. The shares are redeemable by us at any time on or after July 30, 2028. Dividends on the Series F Preferred Shares are cumulative from the date of original issue and will be payable quarterly in arrears on the 30th day of January, April, July and October of each year, commencing October 30, 2018, when, as and if declared by our board of directors. Dividends will be payable from cash available for dividends (i) from and including the original issue date to, but excluding, July 30, 2028 at a fixed rate equal to 9.50% per annum of the stated liquidation preference and (ii) from and including July 30, 2028, at a floating rate equal to three-month LIBOR plus a spread of 6.54% per annum of the stated liquidation preference. The Certificate of Designations for the Series F Preferred Shares states that if fewer than three New York City banks selected by the Company quote three-month LIBOR rates in the manner described in the Certificate of Designations, the three-month LIBOR Rate for the applicable dividend period will be the same as for the immediately preceding dividend period, or, if there was no such dividend period, the dividend shall be calculated at the dividend rate in effect for the immediately preceding dividend period. However, if the Company or the calculation agent for the Series F Preferred Shares determines that LIBOR has been permanently discontinued, the calculation agent shall use, as a substitute for LIBOR (the “Alternative Rate”) and for each future dividend determination date, the alternative reference rate selected by the central bank, reserve bank, monetary authority or any similar institution (including any committee or working group thereof) that is consistent with accepted market practice. As part of such substitution, the calculation agent shall, after consultation with the Company, make such adjustments to the Alternative Rate or the spread thereon, as well as the business day convention, dividend determination dates and related provisions and definitions, in each case that are consistent with accepted market practice for the use of such Alternative Rate for obligations such as the Series F Preferred Shares. If, however, the calculation agent determines that LIBOR has been discontinued, but for any reason an Alternative Rate has not been determined, LIBOR shall be equal to such rate on the dividend determination date when LIBOR was last available on the Reuters Page LIBOR01, as determined by the calculation agent. Accordingly, as three-month LIBOR has been permanently discontinued, we expect that from and including July 30, 2028, the dividend rate applicable to the Series F Preferred Shares will be based on a replacement rate based on three-month CME Term SOFR plus a customary adjustment amount. The Series F 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 F 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 F Preferred Shares and any pari passu securities will generally be entitled to receive, on a pro rata basis, the liquidation preference of the Series F Preferred Shares, or, in the case of pari passu securities, the liquidation preference of such series of pari passu securities, plus an amount equal to accumulated and unpaid dividends ratably with any pari passu securities, after satisfaction of all liabilities to our creditors and holders of securities senior to the Series F Preferred Shares, but before any distribution is made to or set aside for the holders of junior shares, including our common shares. The Series F Preferred Shares rank pari passu with the Series E Preferred Shares. The Series F Preferred Shares are not convertible into common shares or other of our securities, do not have exchange rights and their holders 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 “Available 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 E and Series F 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 E or Series F Preferred Shares are in arrears, the holders of Series E and/or Series F 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 parity securities upon which like voting rights have been conferred and with which the Series E or Series F Preferred Shares, respectively, voted as a class for the election of such director). The right of such holders of Series E or Series F 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 E or Series F 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 E and Series F 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 E and Series F 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 E, and Series F Preferred Shares, respectively, 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 E and Series F Preferred Shares in any material respect;
In addition, unless we have received the affirmative vote or consent of the holders of at least two-thirds of the issued and outstanding, Series E and Series F Preferred Shares, respectively, each voting as a single class, we may not
| • | issue any securities ranking pari passu with the Series E and Series F Preferred Shares if the cumulative dividends payable on outstanding Series E or Series F Preferred Shares, as applicable, are in arrears; or |
| • | create or issue any equity securities ranking senior to the Series E and Series F Preferred Shares. |
On any matter described above in which the holders of the Series E and Series F Preferred Shares, respectively, are entitled to vote as a class, such holders will be entitled to one vote per share. The Series E and Series F 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 company’s 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 company’s 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 company’s audited 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 non-executive directors selected each year provided that managing directors are not subject to retirement by rotation and therefore may not be subject to re-election each year. Under Bermuda law and our Bye-laws, a director may be removed for cause 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 or 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. For these purposes “cause” means willful neglect, willful default, fraud or dishonesty.
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 for cause by shareholders, 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 company’s 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 company’s 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 company’s 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 company’s 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 company’s shareholders than that which actually approved it.
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 company’s 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, (including brokerage commissions, transfer taxes and soliciting dealers’ fees), 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 (including brokerage commissions, transfer taxes and soliciting dealers’ fees) 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); (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 (the “Exchange Act”), 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 amalgamations, 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, except as permitted by our bye-laws, 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. |
Transfer agent and registrar. Computershare Trust Company N.A. serves as transfer agent and registrar for our common shares and our Series E Preferred Shares and Series F Preferred Shares.
New York Stock Exchange listing. Our common shares are listed on the New York Stock Exchange under the ticker symbol “TEN.” Our Series E Preferred Shares and Series F Preferred Shares are listed on the New York Stock Exchange under the trading symbols “TEN-PE” and “TEN-PF”, respectively.
C. Material Contracts
See description of Management Agreement under Item 4. “Information on the Company—Management Contract—Executive 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.
D. Exchange Controls
Under Bermuda and Greek 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.
E. Taxation
TAX CONSIDERATIONS
Taxation of Tsakos Energy Navigation Limited
Subject to the discussion below under “Bermuda tax considerations, we believe that our income will not be subject to material tax in Bermuda, or in any 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
We are incorporated under the laws of Bermuda. At the present time, there is no Bermuda income or profits tax, withholding tax, capital gains tax, capital transfer tax, estate duty or inheritance tax payable by us or our shareholders in respect of our shares, other than shareholders ordinarily resident in Bermuda.
It should be noted that Bermuda enacted the Corporate Income Tax Act 2023 on 27 December 2023 (the “CIT Act”). Entities subject to tax under the CIT Act are the Bermuda constituent entities of multi-national groups. A multi-national group is defined under the CIT Act as a group with entities in more than one jurisdiction with consolidated revenues of at least EUR750mm for two out of the four previous fiscal years. If Bermuda constituent entities of a multi-national group are subject to tax under the CIT Act, such tax is charged at a rate of 15 per cent of the net taxable income of such constituent entities as determined in accordance with and subject to the adjustments set out in the CIT Act (including in respect of foreign tax credits applicable to the Bermuda constituent entities). No tax is chargeable under the CIT Act until tax years starting on or after 1 January 2025.
While we believe that the Company will be in scope of the CIT, we do not believe that the Company will have material tax liabilities under the CIT Act. In particular, since the Company is a holding company, we anticipate that its main income will consist of dividends received from its subsidiaries, and such dividends are excluded from the calculation of taxable income under the CIT Act provided that the Company has held the relevant subsidiary for one year or more or its interest in the relevant subsidiary carries the rights to 10% or more of the profits, capital, reserves, or voting rights of the relevant subsidiary.
The CIT Act does not impose any withholding tax, capital transfer tax, estate duty or inheritance tax, so there will continue to be no such taxes payable by us or by our shareholders in respect of our shares following 1 January 2025. We pay an annual government fee on our authorized share capital and share premium, which for 2025 is $20,105.
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, Series E Preferred Shares or Series F Preferred Shares or on any payments made on common shares, Series E Preferred Shares or Series F Preferred Shares.
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, Series E Preferred Shares or Series F Preferred 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, Series E Preferred Shares or Series F Preferred 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; |
| • | An estate or trust the income of which is subject to United States federal income taxation regardless of its source; or |
| • | a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (ii) it has in effect a valid election to be treated as a U.S. person. |
This summary deals only with common shares, Series E Preferred Shares or Series F Preferred 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; |
| • | Insurance companies; |
| • | Tax-exempt entities; |
| • | 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. No ruling has been or will be requested from the IRS regarding any matter affecting us or our shareholders. The statements made herein may be challenged by the IRS and, if so challenged, may not be sustained upon review in a court.
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 tax advisor as to the United States federal, state, local and other tax consequences of investing in the common shares, Series E Preferred Shares or Series F Preferred Shares.
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 E Preferred Shares or Series F 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” to United States corporations, or in the United States, which we refer to as the “Publicly-Traded Test.” |
We believe that each of Bermuda, Greece, Liberia, Malta, 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 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, our Series E Preferred Shares and Series F Preferred Shares and, until being redeemed on July 7, 2023, our Series D Perpetual Preferred Shares, were our sole classes of our issued and outstanding shares in 2023, were “primarily traded” on an established securities market in the United States (the New York Stock Exchange) in 2023 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 E Preferred Shares and Series F Preferred Shares are our sole classes of issued and outstanding shares, were listed on the New York Stock Exchange throughout 2024, we satisfied the listing requirement for 2024. We expect that we will continue to do so, with respect to our common shares, Series E Preferred Shares and Series F Preferred Shares 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 E Preferred Shares and Series F Preferred Shares satisfied the trading frequency and trading volume tests for 2024 and will also do so in subsequent years. For so long as the aggregate value of our common shares exceeds the aggregate value of our Series E Preferred Shares and Series F Preferred Shares, if our common shares meet the trading frequency and trading volume tests, our Series E Preferred Shares, Series F Preferred Shares do not need to meet these tests (and, if the aggregate value of our common shares and any of our Series E Preferred Shares or Series F Preferred Shares meet the trading frequency and trading volume tests, the other series of our preferred shares would not need to meet these tests). Even if these tests were not satisfied, with respect to any of our common shares, Series E Preferred Shares, Series F Preferred Shares, 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 E Preferred Shares and Series F Preferred Shares in 2024 and we expect to be the case with our common shares, Series E Preferred Shares and Series F 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 E Preferred Shares, Series F 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 E Preferred Shares, Series F 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, Series E Preferred Shares, Series F Preferred Shares, which we refer to as the “5 Percent Override Rule.” For so long as the aggregate value of our common shares exceeds the aggregate value of our Series E Preferred Shares, Series F Preferred Shares, if our common shares meet the “regularly traded” test, our Series E Preferred Shares, Series F Preferred Shares do not need to meet this test.
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 or, if our Series E Preferred Shares or Series F Preferred Shares are then entitled to vote, our Series E Preferred Shares or Series F Preferred 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.
Until such time, if any, as the Series E Preferred Shares and Series F Preferred Shares are entitled to vote, because Schedule 13G and Schedule 13D filings are only required for voting stock, it could be difficult to determine 5% Stockholders of our Series E Preferred Shares or Series F Preferred Shares. 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 E Preferred Shares or Series F 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 E Preferred Shares and Series F Preferred Shares in the closely-held block that are not so owned from constituting 50% or more of the our common shares, Series E Preferred Shares and Series F 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 2024. Therefore, we believe that we satisfied the Publicly-Traded Test for 2024. However, there is no assurance that we will continue to satisfy 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, Series E Preferred Shares or Series F 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 E Preferred Shares and Series F Preferred Shares in the closely-held block that are not so owned from constituting 50% or more of the common shares, Series E Preferred Shares or Series F Preferred 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 21%. 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 subsidiary’s 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 subsidiary’s 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 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 E Preferred Shares and Series F 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 holder’s 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 E Preferred Shares and Series F 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 E Preferred Shares and Series F 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, Series E Preferred Shares and Series F Preferred 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 previously proposed in the United States Congress which, if enacted in its proposed 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 E Preferred Shares or Series F Preferred Shares) of a shareholder’s 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 shareholder’s 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.
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, Series E Preferred Shares and Series F Preferred 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 individual’s foreign source taxable income and overall taxable income for purposes of calculating such individual’s 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 E Preferred Shares or Series F 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 holder’s adjusted tax basis in the common shares, Series E Preferred Shares or Series F 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 E Preferred Shares or Series F 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 E Preferred Shares or Series F Preferred Shares generally will be treated as U.S.-source gain or loss for United States foreign tax credit purposes. A United States holder’s 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 corporation’s 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).
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.
We do not believe that we were classified as a PFIC for our taxable year ended December 31, 2024. Based on the projected composition of our income and valuation of our assets, we do not expect that we will constitute a PFIC with respect to the current or any future taxable year, although there can be no assurance in this regard.
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 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 E Preferred Shares or Series F 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 E Preferred Shares or Series F Preferred Shares and (2) distributions on our common shares, Series E Preferred Shares or Series F 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 holder’s 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 E Preferred Shares or Series F Preferred Shares and gain realized on the sale of common shares, Series E Preferred Shares or Series F Preferred Shares to each day during the United States holder’s 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 holder’s 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 E Preferred Shares or Series F Preferred Shares from a decedent generally will not receive a stepped-up basis in the common shares, Series E Preferred Shares or Series F Preferred Shares. Instead, the United States holder will have a tax basis in the common shares, Series E Preferred Shares or Series F Preferred Shares equal to the lower of the fair market value of the common shares, Series E Preferred Shares or Series F Preferred Shares and the decedent’s basis.
If we are treated as a PFIC for any taxable year during which a United States holder holds our common shares, Series E Preferred Shares or Series F 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 E Preferred Shares or Series F Preferred Shares will be treated as marketable stock for a calendar year if the common shares, Series E Preferred Shares or Series F 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 E Preferred Shares or Series F Preferred Shares for that year, regardless of whether the United States holder actually sells the common shares, Series E Preferred Shares or Series F Preferred Shares. The United States holder generally will be allowed a deduction for the decrease in value of the common shares, Series E Preferred Shares or Series F 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 E Preferred Shares or Series F 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 shares.
A deemed sale or deemed dividend election must be made on the United States holder’s original or amended return for the shareholder’s 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 shares.
You are urged to consult your 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 tax advisors regarding the effect, if any, of this tax on the ownership and disposition of our shares.
Additional Disclosure Requirement
U.S. individuals that hold certain specified foreign financial assets with value in excess of reporting thresholds of $50,000 (in the case of unmarried taxpayers) or more (which include shares in a foreign corporation) are subject to U.S. return disclosure requirements (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 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.
| F. | Dividends and Paying Agents |
Not applicable.
| G. | Statement by Experts |
Not applicable.
H. Documents on Display
We are subject to the informational requirements of the Exchange Act, as amended. In accordance with these requirements, we file reports and other information as a foreign private issuer with the SEC. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You may access the reports and other information we file with the SEC on this SEC Internet site without charge.
| I.Subsidiary | Information |
Not applicable.
| J.Annual | Report to Security Holders |
We intend to submit any annual report provided to security holders in electronic format as an exhibit to a current report on Form 6-K.
Item 11. Quantitative and Qualitative 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, EU Allowances (EUAs) 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 Company’s 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 management’s interest rate outlook. As of December 31, 2024, the Company was committed to one floating-to-fixed interest rate swap with a major financial institution with notional amount of $54.0 million in one non-hedging swap. The annualized impact resulting from a 0.25 percentage-point increase in interest rates will increase our loan interest rate payments by $4.4 million based on the outstanding amounts as of December 31, 2024, and the loans scheduled for amortization as of that date.
The table below provides information about our financial instruments at December 31, 2024, which are sensitive to changes in interest rates, including our debt. 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.
| Expected Maturities(1) | |||||||||||||
| Balance as of Dec. 31, 2024 | 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | |||||||
| (In millions of U.S. dollars, except percentages) | |||||||||||||
| Long-Term Debt: | |||||||||||||
| Variable Rate Debt(2) | 1,757.3 | 254.8 | 263.2 | 392.7 | 245.0 | 257.2 | 344.4 | ||||||
| Weighted Average Interest Rate | 6.87% | 5.92% | 5.72% | 5.71% | 5.68% | 5.74% | 5.32% | ||||||
| 1,757.3 | 254.8 | 263.2 | 392.7 | 245.0 | 257.2 | 344.4 | |||||||
| (1) | These are the expected maturities based on the balances as of December 31, 2024. |
| (2) | Interest Payments on US Dollar-denominated debt and interest rate swaps are based on SOFR. |
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 2024, the Company entered into thirteen bunker swap agreements with expiration dates July 2024 (two swaps), August 2024 (two swaps), September 2024 (four swaps), March 2025 (four swaps) and December 2025 (one swap). As of April 4, 2025, the Company has one swap agreement that expires in December 2025.
EUAs price risk
The Company enters into EUAs swap agreements to manage its spot trading vessels exposure to the EUAs obligations, that the Company must surrender latest by September 30, 2025, for the previous calendar year.
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 2024, approximately 24.3% of the total of our vessel and voyage costs and overhead expenditures were denominated in Euro. Based on 2024 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, our management does not consider inflation to be a significant risk to direct costs in the current economic environment.
Item 12. Description of Securities Other than Equity Securities
Not Applicable.
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
Not Applicable.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
None.
Item 15. Controls and Procedures
A. Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s chief executive officer and chief financial officer, evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Annual Report. Based on that evaluation, the chief executive officer and the chief financial officer concluded that the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report were designed and were functioning effectively to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to the Company’s management, including our chief executive officer and chief financial officer and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
The Company believes that a system of controls, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
B. Management’s Annual Report on Internal Control Over Financial Reporting
The management of Tsakos Energy Navigation Limited and its subsidiaries, according to Rule 13a-15(f) of the Exchange Act, is responsible for the establishment and maintenance of adequate internal controls over financial reporting for the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. However, in any system of internal control there are inherent limitations and consequently internal control over financial reporting may not absolutely prevent or detect misstatements.
The Company’s system of internal control over financial reporting includes policies and procedures that:
| (i) | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; |
| (ii) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and |
| (iii) | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. |
Because of the inherent limitations of internal controls over financial reporting, misstatements may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management has performed an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, based on the criteria established within Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
Based on its assessment, management has determined that the Company’s internal control over financial reporting as of December 31, 2024, was effective. The Company’s independent registered public accounting firm has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2024 as discussed in Item 15(c) below.
C. Attestation Report of Independent Registered Public Accounting Firm
Ernst & Young (Hellas) Certified Auditors Accountants S.A., or Ernst & Young (Hellas), which has audited the consolidated financial statements of the Company for the year ended December 31, 2024, has also audited the effectiveness of the Company’s internal control over financial reporting as stated in their audit report which is incorporated into Item 18 of this Form 20-F from page F-4 hereof.
D. Change in Internal Control over Financial Reporting
No change in the Company’s internal control over financial reporting occurred during the Company’s most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 16A. Audit Committee Financial Expert
The Board of Directors of the Company has determined that Nicholas Tommasino, Efstratios Arapoglou and Dennis Petropoulos whose biographical details are included in Item 6 of this Annual Report, each qualifies as an “audit committee financial expert” as defined under current SEC regulations and each satisfies the “accounting or related financial management expertise” standard of the New York Stock Exchange.
Item 16B. Code of Ethics
The Company has adopted a code of ethics that applies to its directors, officers and employees. A copy of our code of ethics is 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 a hard copy of our code of ethics free of charge upon written request of a shareholder. Shareholders may direct their requests to the attention of Investor Relations, c/o George Saroglou or Paul Durham or Harrys Kosmatos, Tsakos Energy Navigation Limited, 367 Syngrou Avenue, 175 64 P. Faliro, Athens, Greece.
Item 16C. Principal Accountant Fees and Services
Ernst & Young (Hellas) has audited our annual financial statements acting as our “Independent Registered Public Accounting Firm” for the fiscal years ended December 31, 2024 and 2023.
Audit Fees
The audit fees include the aggregate fees billed for professional services rendered for the audit of our 2024 and 2023 annual financial statements and for related services that are reasonably related to the performance of the audit or services that are normally provided by the auditor in connection with regulatory filings or engagements for those financial years (including comfort letters, review of the 20-F, consents and other services related to SEC requirements).
The total amount billed and accrued for the Ernst & Young (Hellas) audit services performed in 2024 and 2023 (in Euros) was €724,500 and €693,000, respectively.
Ernst & Young (Hellas) provided services rendered in connection with the Company’s filling of a Registration Statement on Form F-3 with the SEC on August 4, 2023 which amounted to €19,950.
Audit-Related Fees
Ernst & Young (Hellas) did not provide any services that would be classified in this category during 2024 or 2023.
Tax Fees
Ernst & Young (Hellas) did not provide any services that would be classified in this category during 2024 or 2023.
All Other Fees
Ernst & Young (Hellas) did not provide any services that would be classified in this category during 2024 or 2023.
Pre-approval Policies and Procedures
The Audit Committee Charter sets forth the Company’s policy regarding retention of the independent auditors, requiring the Audit Committee to review and approve in advance the retention of the independent auditors for the performance of all audit and lawfully permitted non-audit services and the fees related thereto. The Chairman of the Audit Committee or in the absence of the Chairman, any member of the Audit Committee designated by the Chairman, has authority to approve in advance any lawfully permitted non-audit services and fees. The Audit Committee is authorized to establish other policies and procedures for the pre-approval of such services and fees. Where non-audit services and fees are approved under delegated authority, the action must be reported to the full Audit Committee at its next regularly scheduled meeting.
Item 16D. Exemptions from the Listing Standards for Audit Committees
Not Applicable.
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
No equity securities were repurchased by the Company in the years ended December 31, 2024 and 2023.
Item 16F. Change in Registrant’s Certifying Accountant
Not Applicable.
Item 16G. Corporate Governance
Pursuant to certain exceptions for foreign private issuers, we are not required to comply with certain of the corporate governance practices followed by U.S. companies under the NYSE listing standards. However, pursuant to Section 303A.11 of the NYSE Listed Company Manual and the requirements of Form 20-F, we are required to state any significant differences between our corporate governance practices and the practices required by the NYSE. We believe that our established practices in the area of corporate governance are in line with the spirit of the NYSE standards and provide adequate protection to our stockholders. The significant differences between our corporate governance practices and the NYSE standards applicable to listed U.S. companies are set forth below. We may issue shares of our authorized share capital with the approval of our board of directors, in accordance with Bermuda law, and without shareholder approval, including with respect to equity compensation plans.
Item 16H. Mine Safety Disclosure
Not Applicable.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not Applicable.
Item 16J. Insider Trading Policies.
We have adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors, officers and employees, including employees of our managers, that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards that apply to us. A copy of our insider trading policy is filed as Exhibit 11 to this Annual Report on Form 20-F. In addition, with regard to our trading in our own securities, it is the our policy to comply with the applicable insider trading laws, rules and regulations, and any exchange listing standards when engaging in transactions in our securities.
Item 16K. Cybersecurity
Risk Management and Strategy
In the rapidly evolving landscape of modern maritime operations, cybersecurity stands as a vital enabler. With the continual influx of disruptive technologies to meet industry demands and the rise of new cybersecurity threats, the Company acknowledges the necessity of integrating cyber risk management into our safety management system. Adequate investment in security technologies, systems, processes, and personnel is essential to support this endeavor effectively.
Given the multifaceted nature of cybersecurity threats, establishing a comprehensive approach is challenging. However, recognizing the vulnerabilities inherent in our global supply chain ecosystem and the volatile geopolitical environment, we prioritize ongoing review and updates to our strategy, with a focus on key risk areas.
The imperative to deliver applications and information securely across diverse devices underscores the need for robust cybersecurity measures, both ashore and aboard vessels. To this end, our cybersecurity risk management encompasses several key components:
| 1. | Employee Training and Awareness: Regular training sessions and awareness programs reinforce our Acceptable Use Policies, recognizing the crucial role of the human element in defending against cyber threats. |
| 2. | Technical Measures: Implementation of industry-accepted technical safeguards, including network configurations, access controls, and detection software, helps fortify our systems against cyber incidents. |
| 3. | Periodic Monitoring: We employ ongoing monitoring mechanisms to track internal and external cybersecurity threats, ensuring timely response and mitigation. |
| 4. | Knowledge Sharing: Engagement in webinars, seminars, and forums facilitates the gathering and dissemination of threat intelligence, enriching our internal audit and compliance efforts. |
| 5. | Third-party Evaluations: Periodic assessments by external consultants help evaluate the effectiveness of our security controls and identify potential vulnerabilities. |
Regular audits and reviews of our cybersecurity policies and controls, conducted both internally and externally, provide assurance of our commitment to maintaining robust defenses. Incidents are promptly reported, assessed, and escalated as necessary, with incident response processes geared towards minimizing impact and ensuring business continuity.
Governance
Our governance structure supports effective oversight of cybersecurity risks. The IT department implements, maintains, and monitors our cybersecurity program, while Management oversees day-to-day risk management. Management updates the Audit Committee of the Board of Directors on the cybersecurity program as well as potential cyber threats, mitigation efforts, and the effectiveness of internal controls during its regular meetings. The Audit Committee provides overall oversight of the cybersecurity framework, including significant incidents, disclosure compliance, coordination with law enforcement, and related financial and operational impacts.
Our business strategy, results of operations and financial condition have not been materially affected by risks from cybersecurity threats, but we cannot provide assurance that they will not be materially affected in the future by such risks or any future material incidents. (see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Company— Failure to protect our information systems against security breaches could adversely affect our business and financial results. Additionally, if these systems fail or become unavailable for any significant period, our business could be harmed.”).
PART III
Item 17. Financial Statements
Not Applicable.
Item 18. Financial Statements
The following financial statements together with the reports of our independent registered public accounting firm, beginning on page F-1, are filed as part of this annual report.
Item 19. Exhibits
The following Exhibits are filed as part of this Annual Report. Certain exhibits have been previously filed with the SEC pursuant to the Exchange Act (Commission File Number 001-31236).
Number Description
| 1.1 | Memorandum of Association of Tsakos Energy Navigation Limited(P) (filed as Exhibit 3.1 to the Company’s Registration Statement on Form F-1 (File No. 333-82326) filed with the SEC and hereby incorporated by reference to such Registration Statement) |
| 1.2 | Memorandum of Increase of Share Capital (filed as Exhibit 3.1 to the Company’s 6-K filed with the SEC on June 10, 2014, and hereby incorporated by reference) |
| 1.3 | Memorandum of Increase of Share Capital (filed as Exhibit 3.1 to the Company’s 6-K filed with the SEC on July 8, 2022, and hereby incorporated by reference) |
| 1.4 | Bye-laws of Tsakos Energy Navigation Limited (filed as Exhibit 3.2 to the Company’s Form 6-K filed with the SEC on July 8, 2022, and hereby incorporated by reference) |
| 2.1 | Certificate of Designation of the 9.25% Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares (filed as Exhibit 3.3 to the Company’s Form 8-A filed with the SEC on April 4, 2017, and hereby incorporated by reference) |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
TSAKOS ENERGY NAVIGATION LIMITED
| /s/ Nikolas P. Tsakos | ||
| Name: | Nikolas P. Tsakos | |
| Title: | Chief Executive Officer | |
| Date: | April 11, 2025 |
4
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Table of Contents | F- 1 |
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Tsakos Energy Navigation Limited
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Tsakos Energy Navigation Limited and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of comprehensive income, other comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated April 11, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
| Table of Contents | F- 2 |
Impairment indicators for vessels held and used
| Description of the matter | As of December 31, 2024, the carrying value of the Company’s vessels, including unamortized dry-docking costs was $2,957,918. As discussed in Note 1(i), 4 and 5 to the consolidated financial statements, the Company assesses whether events or changes in circumstances have occurred that could indicate that the carrying amounts of its vessels plus unamortized dry-docking costs may not be recoverable, in accordance with the guidance in ASC 360 – Property, Plant and Equipment (“ASC 360”). | |
Auditing the Company’s impairment indicator assessment was complex due to the judgement and estimation uncertainty required to evaluate events or changes in circumstances affecting the market and economic conditions in a cyclical and volatile industry, as well as the subjectivity involved in assessing potential indicators of impairment. |
||
How we addressed the matter in our audit |
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s impairment indicator assessment process concerning controls over management’s identification of impairment indicators. | |
| We analyzed management’s impairment assessment of vessel impairment indicators against the accounting guidance in ASC 360. In order to test management’s assessment of the developments in market conditions, our procedures included, among others, performing an analysis over the market charter rates and market prices, recent sale and purchase activity for second-hand tanker and LNG vessels, as well as changes in third-party valuations using market information derived from external industry data. Our procedures also included sensitivity analyses to evaluate the impact from potential sales. We assessed the Company’s disclosures in Notes 1(i), 4 and 5 to the consolidated financial statements. | ||
/s/
We have served as the Company’s auditor since 2002.
April 11, 2025
| Table of Contents | F- 3 |
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Tsakos Energy Navigation Limited
Opinion on Internal Control over Financial Reporting
We have audited Tsakos Energy Navigation Limited and subsidiaries’ internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Tsakos Energy Navigation Limited and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of comprehensive income, other comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated April 11, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young (Hellas) Certified Auditors Accountants S.A.
Athens, Greece
April 11, 2025
| Table of Contents | F- 4 |
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024, AND 2023 (Expressed in thousands of U.S. Dollars—except share and per share data) |
| 2024 | 2023 | ||||
| ASSETS | |||||
| CURRENT ASSETS: | |||||
| Cash and cash equivalents | $ | $ | | ||
| Restricted cash | |||||
| Margin deposits | |||||
| Trade accounts receivable, net (Note 1(f)) | |||||
| Capitalized voyage expenses | |||||
| Due from (Note 2) | |||||
| Advances and other | |||||
| Vessels held for sale (Note 1(j)) | | ||||
| Inventories | |||||
| Prepaid insurance and other | |||||
| Receivable, short-term (Note 3) | |||||
| Current portion of financial instruments-Fair value | |||||
| Total current assets | |||||
| FINANCIAL INSTRUMENTS-FAIR VALUE, net of current portion | |||||
| RIGHT OF USE ASSETS UNDER OPERATING LEASES (Note 3) | |||||
| LONG-TERM RECEIVABLE (Note 3) | |||||
| INVESTMENT IN DEBT SECURITIES (Note 9) | |||||
| FIXED ASSETS (Note 4) | |||||
| Advances for vessels under construction | |||||
| Vessels | |||||
| Accumulated depreciation | ( |
( | |||
| Vessels’ Net Book Value | |||||
| Total fixed assets | |||||
| DEFERRED CHARGES AND LEASEHOLD IMPROVEMENTS, net (Note 5) | |||||
| Total assets | $ | $ | |||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| CURRENT LIABILITIES: | |||||
| Current portion of long-term debt and other financial liabilities (Note 6) | $ | $ | | ||
| Payables | |||||
| Due to (Note 2) | |||||
| Accrued liabilities | |||||
| Unearned revenue (Note 1n) | |||||
| Current portion of obligations under operating leases (Note 3) | |||||
| Current portion of financial liability under operating leases (Note 3) | |||||
| Current portion of financial instruments-Fair value | |||||
| Total current liabilities | $ | $ | |||
| LONG-TERM DEBT AND OTHER FINANCIAL LIABILITIES, net of current portion (Note 6) | |||||
| LONG-TERM OBLIGATIONS UNDER OPERATING LEASES (Note 3) | |||||
| FINANCIAL LIABILITY UNDER OPERATING LEASES, net of current portion (Note 3) | |||||
LIABILITIES ASSUMED FROM TIME CHARTERS ATTACHED (Note 15) |
|||||
| FINANCIAL INSTRUMENTS—FAIR VALUE, net of current portion | |||||
| STOCKHOLDERS’ EQUITY (Note 8) | |||||
| Preferred Shares, $ par value; shares authorized, Series E Preferred Shares and Series F Preferred Shares issued and outstanding at December 31, 2024 and December 31, 2023 | |||||
| Common shares, $ par value; shares authorized at December 31, 2024 and December 31, 2023; shares issued and shares outstanding at December 31, 2024 and shares issued and shares outstanding at December 31, 2023 respectively. | |||||
| Additional paid-in capital | |||||
| Cost of treasury stock | ( |
( | |||
| Accumulated other comprehensive (loss) income | ( |
||||
| Retained earnings | |||||
| Total Tsakos Energy Navigation Limited stockholders’ equity | |||||
| Non-controlling interest | |||||
| Total stockholders’ equity | |||||
| Total liabilities and stockholders’ equity | $ | $ |
The accompanying notes are an integral part of the consolidated financial statements.
| Table of Contents | F- 5 |
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022 (Expressed in thousands of U.S. Dollars—except share and per share data) |
| 2024 | 2023 | 2022 | ||||||
| VOYAGE REVENUES: | $ | $ | |
$ | ||||
| EXPENSES: | ||||||||
| Voyage expenses | ||||||||
| Charter hire expense | ||||||||
| Vessel operating expenses | ||||||||
| Depreciation and amortization | ||||||||
| General and administrative expenses | ||||||||
| (Gain) Loss on sale of vessels (Note 4) | ( |
( |
||||||
| Impairment charges (Note 4) | ||||||||
| Total expenses | ||||||||
| Operating income | ||||||||
| OTHER INCOME (EXPENSES): | ||||||||
| Interest and finance costs, net (Note 7) | ( |
( |
( | |||||
| Interest income | ||||||||
| Other, net | ( |
|||||||
| Total other expenses, net | ( |
( |
( | |||||
| Net income | ||||||||
| Less: Net income attributable to the non-controlling interest | ( |
( |
( | |||||
| Net income attributable to Tsakos Energy Navigation Limited | $ | $ | $ | | ||||
| Effect of preferred dividends (Note 10) | ( |
( |
( | |||||
| Deemed dividend on Series D Preferred Shares (Note 10) | ( |
|||||||
| Undistributed income to Series G participants | ( | |||||||
| Undistributed income allocated to non-vested restricted common stock (Note 10) | ( |
|||||||
| Net income attributable to common stockholders of Tsakos Energy Navigation Limited | $ | $ | $ | |||||
| Earnings per share, basic attributable to Tsakos Energy Navigation Limited common stockholders | $ | $ | $ | |||||
| Earnings per share, diluted attributable to Tsakos Energy Navigation Limited common stockholders | $ | $ | $ | |||||
| Weighted average number of shares, basic | ||||||||
| Weighted average number of shares, diluted |
The accompanying notes are an integral part of these consolidated financial statements.
| Table of Contents | F- 6 |
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022 (Expressed in thousands of U.S. Dollars-except share and per share data) |
| 2024 | 2023 | 2022 | ||||||
| Net income | $ | $ | $ | | ||||
| Other comprehensive income | ||||||||
| Unrealized (loss) income on interest rate swaps, net | ( |
( |
||||||
| Comprehensive income | ||||||||
| Less: comprehensive income attributable to the non-controlling interest | ( |
( |
( | |||||
| Comprehensive income attributable to Tsakos Energy Navigation Limited | $ | $ | $ |
The accompanying notes are an integral part of these consolidated financial statements.
| Table of Contents | F- 7 |
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022 (Expressed in thousands of U.S. Dollars-except for share and per share data) |
| Treasury stock | ||||||||||||||||||||||||||||
|
Preferred Shares |
Common Shares |
Additional Paid-in Capital |
Shares | Amount | Retained Earnings |
Accumulated Other Comprehensive Income (Loss) |
Tsakos Energy Navigation Limited |
Non- controlling Interest |
Total Stockholders’ Equity | ||||||||||||||||||
| BALANCE December 31, 2021 | $ | $ | $ | $ | ( |
$ | $ | ( |
$ | $ | $ | |||||||||||||||||
| Net income | — | |||||||||||||||||||||||||||
| Issuance of Common Shares | — | |
|
|
||||||||||||||||||||||||
| Partial redemption of Class B preferred shares of subsidiary | — | — | — | — | — | — | — | — | ( |
( | ||||||||||||||||||
| Partial redemption of Series G convertible preferred shares | ( |
( |
— | — | — | — | — | |||||||||||||||||||||
| Sale of Series D preferred shares | — | — | — | — | — | |
— | |||||||||||||||||||||
| Sale of Series E preferred shares | — | |
— | — | — | — | — | |||||||||||||||||||||
| Sale of Series F preferred shares | — | — | — | — | — | — | ||||||||||||||||||||||
| Cash dividends paid ($ per common share) | — | — | — | — | — | ( |
— | ( |
— | ( | ||||||||||||||||||
| Dividends paid on Class B preferred shares of subsidiary | — | — | — | — | — | — | — | — | ( |
( | ||||||||||||||||||
| Dividends paid on Series D preferred shares | — | — | — | — | — | ( |
— | ( |
— | ( | ||||||||||||||||||
| Dividends paid on Series E preferred shares | — | — | — | — | — | ( |
— | ( |
— | ( | ||||||||||||||||||
| Dividends paid on Series F preferred shares | — | — | — | — | — | ( |
— | ( |
— | ( | ||||||||||||||||||
| Dividends paid on Series G Convertible preferred shares | — | — | — | — | — | ( |
— | ( |
— | ( | ||||||||||||||||||
| Other comprehensive income | — | |||||||||||||||||||||||||||
| BALANCE December 31, 2022 | $ | $ | $ | $ | ( |
$ | $ | $ | $ | $ | ||||||||||||||||||
| Net income | — | |||||||||||||||||||||||||||
| Redemption of Class B preferred shares of subsidiary | — | — | — | — | — | — | — | — | ( |
( | ||||||||||||||||||
| Redemption of Series D preferred shares | ( |
( |
— | ( |
( |
( | ||||||||||||||||||||||
| Cash dividends paid ($ per common share) | — | — | — | — | — | ( |
— | ( |
— | ( | ||||||||||||||||||
| Dividends paid on Class B preferred shares of subsidiary | — | — | — | — | — | — | — | — | ( |
( | ||||||||||||||||||
| Dividends paid on Series D preferred shares | — | — | — | — | — | ( |
— | ( |
— | ( | ||||||||||||||||||
| Dividends paid on Series E preferred shares | — | — | — | — | — | ( |
— | ( |
— | ( | ||||||||||||||||||
| Dividends paid on Series F preferred shares | — | — | — | — | — | ( |
— | ( |
— | ( | ||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | ( |
( |
— | ( | ||||||||||||||||||
| BALANCE December 31, 2023 | $ | $ | $ | $ | ( |
$ | $ | $ | $ | $ | ||||||||||||||||||
| Net income | — | |||||||||||||||||||||||||||
| Issuance and forfeiture of restricted shares 622,000 | ( |
— | ||||||||||||||||||||||||||
| Cash dividends paid ($ per common share) | — | — | — | — | — | ( |
— | ( |
— | ( | ||||||||||||||||||
| Dividends paid on Series E preferred shares | — | — | — | — | — | ( |
— | ( |
— | ( | ||||||||||||||||||
| Dividends paid on Series F preferred shares | — | — | — | — | — | ( |
— | ( |
— | ( | ||||||||||||||||||
| Stock based compensation expense | — | |||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | ( |
( |
— | ( | ||||||||||||||||||
| BALANCE December 31, 2024 | $ | $ | $ | $ | ( |
$ | $ | ( |
$ | $ | $ | |||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| Table of Contents | F- 8 |
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022 (expressed in thousands of U.S. dollars) |
| 2024 | 2023 | 2022 | ||||||
| Cash Flows from Operating Activities: | ||||||||
| Net income | $ | $ | |
$ | | |||
| Adjustments to reconcile net income to net cash provided by operating activities | ||||||||
| Depreciation | ||||||||
| Amortization of deferred dry-docking costs and leasehold improvements | ||||||||
| Amortization of deferred finance costs | ||||||||
| Amortization of right of use assets for finance lease | ||||||||
| Amortization of assumed liabilities from time charters attached | ( |
|||||||
| Amortization of revenue escalation | ( |
( | ||||||
| Stock based compensation expense | ||||||||
| Interest expense on long term receivable, net | ( |
( |
( | |||||
| Interest income from debt securities, accrued | ( |
( |
||||||
| Change in fair value of derivative instruments | ( |
( |
( | |||||
| (Gain) Loss on sale of vessels | ( |
( |
||||||
| Impairment charges | ||||||||
| Payments for dry-docking | ( |
( |
( | |||||
| Proceeds from swaps terminations | ||||||||
| (Increase) Decrease in: | ||||||||
| Receivables and other, net | ( | |||||||
| Margin deposits | ||||||||
| Inventories | ( | |||||||
| Prepaid insurance and other | ( |
( | ||||||
| Capitalized voyage expenses | ( | |||||||
| Increase (Decrease) in: | ||||||||
| Payables and other | ( |
( | ||||||
| Accrued liabilities | ( |
|||||||
| Unearned revenue | ||||||||
| Net Cash provided by Operating Activities | ||||||||
| Cash Flows from Investing Activities: | ||||||||
| Advances for vessels under construction | ( |
( |
( | |||||
| Vessel acquisitions and/or improvements | ( |
( |
( | |||||
| Investments in debt securities | ( |
( |
||||||
| Proceeds from sale of vessels | ||||||||
| Net Cash used in Investing Activities | ( |
( |
( | |||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from long-term debt and other financial liabilities | ||||||||
| Financing costs | ( |
( |
( | |||||
| Payments of long-term debt and other financial liabilities | ( |
( |
( | |||||
| Payments on principal portion of financial liabilities | ( |
( |
( | |||||
| Redemption of Series D preferred shares | ( |
|||||||
| Redemption of Series B preferred shares | ( |
( | ||||||
| Proceeds from stock issuance program, net | ||||||||
| Proceeds from preferred stock issuance, net | ||||||||
| Cash dividends | ( |
( |
( | |||||
| Net Cash provided by (used in) Financing Activities | ( |
|||||||
| Net (decrease) increase in cash and cash equivalents and restricted cash | ( |
|||||||
| Cash and cash equivalents and restricted cash at beginning of period | ||||||||
| Cash and cash equivalents and restricted cash at end of period | $ | $ | $ | |||||
| Interest paid | ||||||||
| Cash paid for interest net of amounts capitalized | $ | $ | |
$ | ||||
| Reconciliation of cash and cash equivalents and restricted cash at end of period: | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | ||||||||
| Restricted cash | ||||||||
| Total Cash and cash equivalents and restricted cash |
The accompanying notes are an integral part of these consolidated financial statements.
| Table of Contents | F- 9 |
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024, 2023 AND 2022 (Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated) |
1. Significant Accounting Policies
(a) Basis of presentation and description of business: The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“
The Company owns and operates a fleet of crude oil and product carriers including three vessels chartered-in and two liquified natural gas (“LNG”) carriers providing worldwide marine transportation services under long, medium or short-term charters.
(b) Use of Estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and expenses, reported in the consolidated financial statements and the accompanying notes. Although actual results could differ from those estimates, management does not believe that such differences would be material.
(c) Other Comprehensive Income (Loss): The consolidated statement of other comprehensive income (loss), presents the change in equity (net assets) during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by shareholders and distributions to shareholders. Reclassification adjustments are presented out of accumulated other comprehensive income (loss) on the face of the statement in which the components of other comprehensive income (loss) are presented or in the notes to the consolidated financial statements. The Company follows the provisions of ASC 220 “Comprehensive Income”, and presents items of net income, items of other comprehensive income (“OCI”) and total comprehensive income in two separate and consecutive statements.
(d) Foreign Currency Translation: The functional currency of the Company is the U.S. Dollar because the Company’s vessels operate in international shipping markets in which the U.S. Dollar is utilized to transact most business. The accounting books of the Company are also maintained in U.S. Dollars. Transactions involving other currencies during the year are converted into U.S. Dollars using the exchange rates in effect at the time of the transactions. At the balance sheet dates, monetary assets and liabilities, which are denominated in other currencies, are translated into U.S. Dollars at the year-end exchange rates. Resulting gains or losses are reflected within Vessel operating expenses in the accompanying consolidated statements of comprehensive income.
(e) Cash, Cash Equivalents and Restricted Cash: The Company classifies highly liquid investments such as time deposits and certificates of deposit and their equivalents with original maturities of three months or less as cash and cash equivalents. Cash deposits with certain banks that may only be used for special purposes (including loan repayments) are classified as Restricted cash. Interest earned on cash and cash equivalents and cash deposits is presented as interest income in the accompanying consolidated statements of comprehensive income.
| Table of Contents | F- 10 |
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024, 2023 AND 2022 (Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated) |
(f) Trade Accounts Receivable, Net and Credit Losses Accounting: Trade accounts receivable, net at each balance sheet date includes estimated recoveries from charterers for hire, freight and demurrage and revenue earned but not yet billed, net of any allowance for receivables deemed uncollectible. Trade accounts receivable are recorded when the right to consideration becomes unconditional. The Company’s management at each balance sheet date reviews all outstanding invoices and provides allowance for receivables deemed uncollectible primarily based on the aging of such balances and any amounts in dispute. During 2024, 2023 and 2022, the Company had
As of January 1, 2020, the Company adopted ASC 326 which requires entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade accounts receivable. The Company maintains an allowance for credit losses for expected uncollectable accounts receivable, which is recorded as an offset to trade accounts receivable and changes in such, if any, are classified as allowance for credit losses in the consolidated statements of comprehensive income.
The Company assessed collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when the Company identifies specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considered historical collectability based on past due status. The Company also considered customer-specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to determine adjustments to historical loss data.
Impairment of accounts receivable arising from operating leases, i.e. time charters, should be accounted in accordance with ASC 842, and not in accordance with Topic 326. Impairment of accounts receivable arising from voyage charters, which are accounted in accordance with ASC 606, are within the scope of Subtopic 326 and must therefore, be assessed for expected credit losses.
In addition, no allowance was recorded for cash equivalents as the majority of cash balances as of the balance sheet date were on time deposits with highly reputable credit institutions, for which periodic evaluations of the relative credit standing of those financial institutions are performed. No allowance was recorded on insurance claims as of December 31, 2024, and December 31, 2023.
(g) Inventories: Inventories consist of bunkers, lubricants, victualling and stores and are stated at the lower of cost or net realizable value. The cost is determined primarily by the first-in, first-out method. Net realizable value is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. When evidence exists that the net realizable value of inventory is lower than its cost, the difference is recognized as a loss in earnings in the period in which it occurs.
(h) Fixed Assets: Fixed assets consist of vessels and vessels under construction. Vessels are stated at cost, less accumulated depreciation. The cost of vessels includes the contract price and pre-delivery costs incurred during the construction and upon delivery of new buildings, including capitalized interest, and expenses incurred upon the acquisition of second-hand vessels. Subsequent expenditures for conversions and major improvements are capitalized when they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the vessels; otherwise, they are charged to expense as incurred. Expenditures for routine repairs and maintenance are expensed as incurred.
Depreciation is provided on the straight-line method based on the estimated remaining economic useful lives of the vessels, less an estimated residual value based on a scrap price.
| Table of Contents | F- 11 |
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024, 2023 AND 2022 (Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated) |
(i) Impairment of Fixed Assets and Right-of-use assets: The Company reviews vessels for impairment whenever events or changes in circumstances indicate that the carrying amount of a vessel including any unamortized dry-docking costs (Note 1(k)) may not be recoverable, in accordance with ASC 360 “Property, Plant and Equipment”. When such indicators are present, a vessel to be held and used is tested for recoverability by comparing the 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. Net operating cash flows are determined by applying various assumptions regarding the use or probability of sale of each vessel, future revenues net of commissions, operating expenses, scheduled dry-dockings, expected off-hire and scrap values, and taking into account historical revenue data and published forecasts on future world economic growth and inflation. Should the carrying value of the vessel, including any unamortized dry-docking costs, exceed its estimated future undiscounted net operating cash flows, impairment is measured based on the excess of the carrying amount plus any unamortized dry-docking costs over the fair market value of the asset. The Company determines the fair value of its vessels based on management estimates and assumptions and by making use of available market data and taking into consideration third-party valuations. In cases where sale and purchase activity in the market does not exist or is limited, the Company uses future discounted net operating cash flows or a combination of future discounted net operating cash flows and third-party valuations to estimate the fair value of an impaired vessel, respectively. The review of the carrying amounts in connection with the estimated recoverable amount for the Company’s vessels and advances for vessels under construction as of December 31, 2024, indicated no impairment charge compared to the impairment charge of $
In addition, the Company reviews and tests its right-of-use-assets under operating leases for impairment, under ASC 360 “Property, Plant and Equipment”, whenever events or changes in circumstances indicate by comparing their carrying amount plus any unamortized leasehold improvements (Note 1(k)) with the estimated future undiscounted net operating cash flows expected to be generated by the use of the vessel, considering three-year charter rates estimates and the average of those, over the remaining lease term (Note 4). The review of the carrying amount in connection with the estimated recoverable amount for the Company’s right-of-use assets as of December 31, 2024, 2023 and 2022, indicated no impairment charge.
(j) Reporting Assets held for sale: It is the Company’s policy to dispose of vessels when suitable opportunities occur and not necessarily to keep them until the end of their useful life. Long-lived assets are classified as held for sale when all applicable criteria enumerated under ASC 360 “Property, Plant, and Equipment” are met and are measured at the lower of their carrying amount or fair value less cost to sell. These assets are not depreciated once they meet the criteria to be held for sale. An impairment charge 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 and upon subsequent measurement. At December 31, 2024, there were no vessels held for sale. On December 6, 2023, the Company considered that the suezmax tanker Eurochampion 2004 met the criteria to be classified as held for sale and reclassified the amount of $
(k) Accounting for Special Survey, Dry-docking Costs and Leasehold improvements: The Company follows the deferral method of accounting for dry-docking and special survey costs whereby actual costs incurred are reported in Deferred Charges and leasehold improvements and are amortized on a straight-line basis over the period through the date the next dry-docking is scheduled to become due (approximately every five years during the first fifteen years of the vessels’ life and every two and a half years within the remaining useful life of the vessels). Costs relating to routine repairs and maintenance are expensed as incurred. The unamortized portion of special survey and dry-docking costs for a vessel that is sold and/or classified as held for sale, is included as part of the carrying amount of the vessel in determining the gain or loss on sale of the vessel.
The Company follows the deferral method of accounting for leasehold improvement costs whereby actual costs incurred are reported in Deferred Charges and leasehold improvements and are amortized on a straight-line basis over the shorter of the useful life of those leasehold improvements and the remaining lease term, unless the lease transfers ownership of the underlying asset to the lessee or the lessee is reasonably certain to exercise an option to purchase the underlying asset, in which case the lessee shall amortize the leasehold improvements to the end of their useful life.
(l) Loan Costs: Costs incurred for obtaining new loans or refinancing of existing loans, upon application of certain criteria, are capitalized and amortized over the term of the respective loan, using the effective interest rate method. Capitalized expenses for undrawn loan amounts as of the balance sheet date are deferred. Any unamortized balance of costs relating to loans repaid or refinanced as debt extinguishments is expensed in the period the repayment or extinguishment is made. Deferred financing costs, net of accumulated amortization, are presented as a reduction of long-term debt (Note 6).
| Table of Contents | F- 12 |
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024, 2023 AND 2022 (Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated) |
(m) Accounting for Leases (Company act as lessee): Leases, where the Company is regarded as the lessee, are classified as either operating leases or finance leases, based on an assessment of the terms of the lease. According to the provisions of ASC 842-20-30-1, at the commencement date, a lessee shall measure both of the following: a) The lease liability at the present value of the lease payments not yet paid, discounted using the discount rate for the lease at lease commencement and b) The right-of-use assets, which shall consist of all of the following: i) The amount of the initial measurement of the lease liability, ii) Any lease payments made to the lessor at or before the commencement date, minus any lease incentives received and iii) Any initial direct costs incurred by the lessee.
After lease commencement, the Company measures the lease liability for an operating lease at the present value of the remaining lease payments using the discount rate determined at lease commencement. The right-of-use assets is subsequently measured at the amount of the remeasured lease liability, adjusted for the remaining balance of any lease incentives received, any cumulative prepaid or accrued rent if the lease payments are uneven throughout the lease term and any unamortized initial direct costs.
After lease commencement, the Company measures the lease liability for finance leases by increasing the carrying amount to reflect interest on the lease liability and reducing the carrying amount to reflect the lease payments made during the period. The right-of-use asset is amortized from the lease commencement date to the remaining useful life of the underlying asset since the Company has either the obligation or is reasonably certain to exercise its option to purchase the underlying asset. For finance leases, interest expense is determined using the effective interest method and is included under interest and finance cost, net in the consolidated statements of comprehensive income. Upon exercise of the option to purchase the underlying asset and settlement of the remaining lease liability, if the right-of-use asset was not previously presented together with vessels, the Company reclassifies the right-of-use asset to Fixed Assets under the consolidated balances sheets and applies Topic 360 to the asset beginning on the date the purchase option was exercised.
Any changes made to leased assets to customize it for a particular use or need of the lessee are capitalized as leasehold improvements. Amounts attributable to leasehold improvements are presented separately from the related right-of-use assets, whereas amortization on the leasehold improvements is recognized on a straight-line basis and is included under depreciation and amortization in the consolidated statements of comprehensive income. (Note 1(k)).
Sale and Leaseback transactions: In accordance with ASC 842, the Company, as seller-lessee, determines whether the transfer of an asset should be accounted as a sale in accordance with ASC 606. The existence of an option for the seller-lessee to repurchase the asset precludes the accounting for the transfer of the asset as a sale unless both of the following criteria are met: (1) the exercise price of the option is the fair value of the asset at the time the option is exercised and (2) there are alternative assets, substantially the same as the transferred asset, readily available in the marketplace; and the classification of the leaseback as a finance lease or a sales-type lease, precludes the buyer-lessor from obtaining control of the asset. The existence of an obligation for the Company, as seller-lessee, to repurchase the asset precludes accounting for the transfer of the asset as sale as the transaction would be classified as a financing arrangement by the Company as it effectively retains control of the underlying asset. If the transfer of the asset meets the criteria of sale, the Company, as seller-lessee recognizes the proceeds from the sale when the buyer-lessor obtains control of the asset, derecognizes the carrying amount of the underlying asset and accounts for the lease in accordance with ASC 842. If the transfer does not meet the criteria of sale, the Company does not derecognize the transferred asset, accounts for any amounts received as a financing arrangement and recognizes the difference between the amount of consideration received and the amount of consideration to be paid as interest.
The Company has three and five sale and leaseback transactions accounted for as operating leases as of December 31, 2024, and 2023, respectively, and one accounted for as a financing arrangement as of December 31, 2024, and 2023 (Note 3 & 6).
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TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024, 2023 AND 2022 (Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated) |
(n) Accounting for Revenues and Expenses: Voyage revenues are generated from voyage charter agreements and contracts of affreightment, bareboat charter, time charter agreements (including profit sharing clauses) or pooling arrangements.
Voyage charters and contracts of affreightment: Voyage charters are contracts made in the spot market for the use of a vessel for a specific voyage in return of payment of an agreed upon freight rate per ton of cargo. Contracts of affreightment are contracts for multiple voyage charter employments. Revenues from voyage charters in the spot market or under contracts of affreightment are recognized ratably from commencement of cargo loading to completion of discharge of the current cargo, in accordance with ASC 606. Voyage charter payments are due upon discharge of the cargo. Revenues from voyage charters and contracts of affreightment amounted to $
Demurrage revenue, which is included in voyage revenues, represents charterers’ reimbursement for any potential delays exceeding the allowed lay time as per charter party agreement and is recognized as the performance obligation is satisfied.
Time, bareboat charters and pooling arrangements: For time charters and bareboat arrangements, a contract exists, and the vessel is delivered (commencement date) to the charterer, for a fixed period of time, at rates that are determined in the charter agreement and the relevant voyage expenses (i.e. port dues, canal tolls, pilotages and fuel consumption) burden the charterer. The charterer has the right, upon delivery of the vessel, to control the use of the vessel as it has the right to: (i) decide the (re)delivery time of the vessel; (ii) arrange the ports from which the vessel shall pass; (iii) give directions to the master of the vessel regarding the vessel’s operations (i.e. speed, route, bunkers purchases, etc.); (iv) sub-charter the vessel and (v) consume any income deriving from the vessel’s charter.
Thus, time and bareboat charter agreements are accounted as operating leases (Company acts as lessor), ratably on a straight line over the duration of the charter agreement and therefore, fall under the scope of ASC 842.
For vessels operating in pooling arrangements, the Company earns a portion of the generated total revenues, net of expenses incurred by the pool. Revenues and voyage expenses are pooled and allocated to each pool’s participants on a time charter equivalent, or TCE basis, in accordance with an agreed-upon formula, which is determined by points awarded to each vessel in the pool based on the vessel’s age, design and other performance characteristics. Revenue under pooling arrangements is accounted as a variable rate operating leases, falling under the scope of ASC 842 and is recognized for the applicable period, when the collectability is reasonably assured, based on the net revenue distributed by the pool.
The charterer may charter the vessel with or without the owner’s crew and other operating services (time charter/pooling arrangements, and bareboat charter, respectively). Thus, the agreed daily rates (hire rates) in the case of time charter agreements and pooling arrangements also include compensation for part of the agreed crew and other operating services provided by the owner (non-lease components). The Company has elected to account for the lease and non-lease components of time charter agreements and pooling arrangements as a combined component in its consolidated financial statements, having taken into account that the non-lease component would be accounted for ratably on a straight-line basis over the duration of the time charter and pooling arrangements in accordance with ASC 606 and that the lease component is considered as the predominant component. In this respect, the Company qualitatively assessed that more value is ascribed to the vessel rather than to the services provided under the time charter agreements and pooling arrangements.
Profit sharing contracts are accounted as variable consideration and included in the transaction price to the extent that variable amounts earned beyond an agreed fixed minimum hire are determinable at the reporting date and when there is no uncertainty associated with the variable consideration. Profit-sharing revenues are calculated at an agreed percentage of the excess of the charter’s average daily income over an agreed amount.
Revenue from time charter hire arrangements with an escalation clause is recognized on a straight-line basis over the charter term unless another systematic and rational basis is more representative of the time pattern in which the vessel is employed.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024, 2023 AND 2022 (Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated) |
Revenues from time, bareboat and pooling charter arrangements amounted to $
Revenues generated from time charter and bareboat charters are usually collected in advance.
In the event of an incident involving one of the Company's vessels and where the loss of hire is insurable, the recovery is recorded when such loss of hire is realized or realizable and all contingencies are resolved. During 2024, 2023 and 2022, the Company incurred insurance recoveries from loss of hire amounting to $
Voyage related and vessel operating expenses: Voyage expenses primarily consist of port charges, 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, in which case they are borne by the charterer. Commissions (i.e. brokerage and address) are included in voyage expenses under all types of employment. All voyage expenses are expensed as incurred, apart from bunker expenses which consist of part of the contract fulfillment costs and are recognized as a deferred contract cost and amortized over the voyage period when the relevant criteria under ASC 340-40 are met. Unamortized deferred contract costs are included in the consolidated balance sheet under Capitalized voyage expenses. Costs amortized during the year ended December 31, 2024, to fulfill contracts were $
The Company records insurance claim recoveries for insured losses incurred on damages to fixed assets, net of any deductible amounts, at the time the recovery is probable under the related insurance policies and the claim is not subject to litigation. During 2024, 2023 and 2022, the Company incurred insurance recoveries from damages to fixed assets amounting to $
European Union’s Emissions Trading System: The EU Emissions Trading System (EU ETS) is the European Union’s policy to reduce greenhouse gas emissions within the EU by setting a cap on the total emissions allowed, which decreases over time. From January 1, 2024, companies, including shipping companies with vessels over 5,000 gross tonnage, must purchase emission allowances to cover their CO2 emissions, and they can trade these allowances for financial flexibility. Shipping companies are required to monitor, report, and verify their emissions, and at the end of each year, they must surrender allowances equal to their emissions.
As of December 31, 2024, the Company has recognized European Union Allowances (EUAs) to be surrendered by September 30, 2025, amounting to $
The value of EUAs provided by charterers is recognized under voyage revenues, while the EUAs obligations under the EU ETS are included in voyage expenses in the Company’s consolidated statements of comprehensive income. The EUAs obligations are measured at the estimated cost of purchasing credits from the EUA market, based on the voyage completion date. EUAs obligations not reimbursable from charterers are revalued using market prices from an EUA index. For the year ended December 31, 2024, the Company recorded $
Unearned revenue: Unearned revenue represents cash received prior to the year-end for which a related service has not been provided. It primarily relates to charter hire paid in advance at the amount of $
Customers’ concentration: Voyage revenues for 2024, 2023 and 2022 included revenues derived from significant charterers as follows (in percentages of total voyage revenues):
Signigicant Accounting Policies - Schedule of Revenue Percentage by Major Customer (Table)
| Charterer | 2024 | 2023 | 2022 | |||
| A | ||||||
| B | ||||||
| C |
(o) Segment Reporting: The Company has identified its Chief Operating Officer as the Chief Operations Decision Maker (“CODM”) in accordance with ASC 280 “Segment Reporting”. The CODM manages the business on a consolidated basis and uses the information as reported on the accompanying consolidated statements of comprehensive income to allocate resources, makes operating decisions and assesses performance, without discrete financial information by type of vessel or by type of charter or by type of cargo. Additionally, the vessels serve the same type of customers, have similar operations and maintenance requirements, operate in the same regulatory environment, and are subject to similar economic characteristics. Although operating results may be identified by type of vessel, the CODM reviews operating results primarily by consolidated net income of the fleet as this is reflected in the accompanying consolidated statements of comprehensive income. In addition, the CODM is provided on a regular basis with the consolidated operating expenses, deemed as significant and consolidated voyage revenues, both included in the segment profit, presented under corresponding captions in the consolidated statements of comprehensive income. The Company operates two LNG carriers which meet the quantitative thresholds used to determine reportable segments. The CODM does not review the operating results of these vessels separately or make any decisions about resources to be allocated to these vessels or assess their performance separately; therefore, the LNG carriers do not constitute a separate reportable segment. The Company’s vessels operate on many trade routes throughout the world and, therefore, the provision of geographic information is considered impracticable by management. For the above reasons, the Company has determined that it operates in
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TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024, 2023 AND 2022 (Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated) |
(p) Derivative Financial Instruments: The Company regularly enters into interest rate swap contracts to manage its exposure to fluctuations of interest rates associated with its specific borrowings. Also, the Company enters into bunker swap contracts and put or call options to manage its exposure to fluctuations of bunker prices associated with the consumption of bunkers by its vessels. In addition, the Company enters into EUAs swap agreements to manage its exposure to the EUAs obligations, that the Company must surrender latest by September 30, 2025, for the previous calendar year. Interest rate, bunker and EUAs price differentials paid or received under the swap agreements are recognized as part of Interest and finance costs, net. On the inception of a put or call option on bunkers an asset or liability is recognized. The subsequent changes in its fair value and realized payments or receipts upon exercise of the options are recognized in the consolidated statement of comprehensive income (loss) as part of the interest and finance costs, net. All derivatives are recognized in the consolidated financial statements at their fair value. On the inception date of the derivative contract, the Company evaluates the derivative as an accounting hedge of the variability of cash flow to be paid of a forecasted transaction (“cash flow” hedge). Changes in the fair value of a derivative that is qualified, designated and highly effective as a cash flow hedge are recorded in other comprehensive income (loss) until earnings are affected by the forecasted transaction. Changes in the fair value of undesignated derivative instruments and the ineffective portion of designated derivative instruments are reported in earnings in the period in which those fair value changes occur. Realized gains or losses on early termination of undesignated derivative instruments are also classified in earnings in the period of termination of the respective derivative instrument.
The Company formally documents all relationships between hedging instruments and hedged items, as well as the risk-management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as cash flow hedges of the variable cash flows of a forecasted transaction to a specific forecasted transaction. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flow of hedged items. When it is determined that a derivative is not highly effective as a hedge or that it has ceased to be a highly effective hedge, the Company discontinues hedge accounting prospectively. In accordance with ASC 815 “Derivatives and Hedging,” the Company may prospectively discontinue the hedge accounting for an existing hedge if the applicable criteria are no longer met, the derivative instrument expires, is sold, terminated or exercised or if the Company removes the designation of the respective cash flow hedge. In those circumstances, the net gain or loss remains in accumulated other comprehensive income (loss) and is reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings, unless the forecasted transaction is no longer probable in which case the net gain or loss is reclassified into earnings immediately.
(q) Fair Value Measurements: The Company follows the provisions of ASC 820, “Fair Value Measurements and Disclosures” which defines fair value and provides guidance as to the measure assets, liabilities and equity instruments classified in stockholders’ equity. The guidance creates a fair value hierarchy of measurement and describes fair value as the price that would be received to sell an asset or paid to transfer a liability or the consideration to transfer equity interests issued in an orderly transaction between market participants in the market in which the reporting entity transacts.
In accordance with the requirements of accounting guidance relating to Fair Value Measurements and Disclosures, the Company classifies and discloses its assets, liabilities carried at the fair value in one of the following categories (Note 14): Level 1: Quoted market prices in active markets for identical assets or liabilities or equity instruments; Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data; Level 3: Unobservable inputs that are not corroborated by market data.
(r) Going concern: The Company evaluates whether there is substantial doubt about its ability to continue as a going concern by applying the provisions of ASC 205-40. In more detail, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date the consolidated financial statements are issued. As part of such evaluation, the Company did not identify any conditions that raise substantial doubt about the entity’s ability to continue as a going concern. Accordingly, the Company continues to adopt the going concern basis in preparing its consolidated financial statements.
(s) Treasury stock: Treasury stock is stock that is repurchased by the issuing entity, reducing the number of outstanding shares in the open market. When shares are repurchased, they may either be cancelled or held for reissue. If not cancelled, such shares are referred to as treasury stock. Treasury stock is essentially the same as unissued capital and reduces ordinary share capital. The cost of the acquired shares should generally be shown as a deduction from stockholders’ equity. Dividends on such shares held in the entity’s treasury should not be reflected as income and not shown as a reduction in equity. Gains and losses on sales of treasury stock should be accounted for as adjustments to stockholders’ equity and not as part of income. Depending on whether the shares are acquired for reissuance or retirement, treasury stock is accounted for under the cost method or the constructive retirement method. The cost method is also used, when reporting entity management has not made decisions as to whether the reacquired shares will be retired, held indefinitely or reissued. The Company has elected for the repurchase of its common shares to be accounted for under the cost method. Under this method, the treasury stock account is charged for the aggregate cost of shares reacquired.
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TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024, 2023 AND 2022 (Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated) |
(u) Investment in Debt Securities: The Company classifies the investments in debt securities as “held-to-maturity”, “trading” or “available-for-sale”, whose classification determines the respective accounting methods stipulated by ASC 320. Interest income for all categories of investments in securities are included in the accompanying consolidated statements of comprehensive income. The debt securities that the Company has positive intent and ability to hold to maturity are classified as held-to-maturity securities and stated at amortized cost (Note 9).
(v) Preferred Shares: The Company follows the provision of ASC 480 “Distinguishing Liabilities from Equity” and ASC 815 “Derivatives and Hedging” to determine the classification of preferred shares as permanent equity, temporary equity or liability. A share that must be redeemed upon or after an event that is not certain of occurrence is not required to be accounted for as a liability pursuant to ASC 480, once the event becomes certain to occur, that instrument should be reclassified to a liability. If preferred shares become mandatorily redeemable pursuant to ASC 480, the Company reclassifies at fair value from equity to a liability. The difference between the carrying amount and fair value is treated by the Company as a deemed dividend and charged to net income available to common stockholders. The guidance in ASC 260-10-S99-2 is also applicable to the reclassification of the instrument. That guidance states that if an equity-classified preferred stock is subsequently reclassified as a liability based on other US GAAP, the equity instrument is considered redeemed through the issuance of a debt instrument. As such, the Company treats the difference between the carrying amount of the preferred share in equity and the fair value of the preferred share as a dividend for earnings per share purposes.
(w) Liabilities assumed from time charters attached: When the Company enters into an acquisition transaction, it determines whether the acquisition transaction was a purchase of an asset or a business based on the facts and circumstances of the transaction, following ASC 805 “Business Combinations”. For asset acquisitions, when acquiring vessels with attached time charters, the Company recognizes any related asset or liability based on the market value of the assumed charters. It calculates the present value of the difference between the existing charter rate and the market rate for a similar charter, with the same duration, on the acquisition date. This difference is discounted using the Company’s weighted average cost of capital on the acquisition date. The acquisition cost is allocated on a relative fair value basis, to the qualifying assets acquired. Any intangible asset or liability related to the time charter is included in intangible assets and/or liabilities assumed from time charters attached, in the accompanying consolidated balance sheets and is amortized over the remaining term of the charter, in voyage revenues line of the accompanying consolidated statements of comprehensive income.
Further, the Company accounts for restricted share award forfeitures upon occurrence. This is a change to the Company’s previous policy of estimating expected forfeitures, made during the year ended December 31, 2024, upon grant of awards under the 2024 Plan (Note 8). While the previous accounting policy was acceptable, the change is preferable as it aligns better with the industry’s share-based arrangements. No impact applied due to this change in the Company’s accompanying consolidated financial statements for the comparative years, thus, no retrospective application due to this change was necessary. The cumulative effect of the change in the retained earnings included in the accompanying consolidated balance sheets, was nil. The effect of the change has no material effect on the accompanying consolidated financial statements for the year ended December 31, 2024.
New Accounting Pronouncements
Furthermore, in November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items by reportable segment on an annual basis and expands the extent of interim segment disclosures. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable to do so. The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The Company adopted this ASU during the year ended December 31, 2024. The adoption of this ASU affected only the Company’s disclosures (Note 1(o)), with no impact to its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”. The standard is intended to require more detailed disclosure about specified categories of expenses (including employee compensation, depreciation, and amortization) included in certain expense captions presented on the face of the income statement. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to all prior periods presented in the financial statements. The Company is currently assessing the impact this standard will have on its consolidated financial statements.
In March 2024, the FASB issued ASU 2024-01—Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards, to improve GAAP by adding an illustrative example that includes four fact patterns to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether a profits interest award should be accounted for in accordance with Topic 718, Compensation—Stock Compensation. For public business entities, the amendments in this ASU are effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. If an entity adopts the amendments in an interim period, it should adopt them as of the beginning of the annual period that includes that interim period. The Company does not expect the adoption of ASU 2024-01 to have a material effect on its consolidated financial statements and related disclosures.
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TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024, 2023 AND 2022 (Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated) |
2. Transactions with Related Parties
(a) Tsakos Energy Management Limited (the “Management Company”): The Holding Company has a Management Agreement (“Management Agreement”) with the Management Company, a Liberian corporation, to provide overall executive and commercial management of its affairs for a monthly fee, which may be adjusted per the Management Agreement of March 8, 2007, effective from January 1, 2008, at the beginning of each year, in accordance with the terms of the Management Agreement, if both parties agree.
On January 1, 2022, monthly fees for operating conventional vessels were $
On January 1, 2023, monthly fees for operating conventional vessels were $
On January 1, 2024, monthly fees for operating conventional vessels were $
The Management Company, for services rendered, charged $
In addition to the management fee, the Management Agreement provides for an incentive award to the Management Company, which is at the absolute discretion of the Holding Company’s Board of Directors. For the years ended December 31, 2024, 2023 and 2022, an award of $
The Holding Company and the Management Company have certain officers and directors in common. The Chief Executive Officer and Director of the Holding Company, is also the sole stockholder of the Management Company and the son of the founder of TST (as defined below). The Management Company may unilaterally terminate its Management Agreement with the Holding Company at any time upon one year’s notice. In addition, if even one director is elected to the Holding Company without the recommendation of the existing Board of Directors, the Holding Company would be obligated to pay the Management Company an amount calculated in accordance with the terms of the Management Agreement. Under the terms of the Management Agreement between the Holding Company and the Management Company, the Holding Company may terminate the Management Agreement only under specific circumstances, without the prior approval of the Holding Company’s Board of Directors.
Estimated future management fees payable over the next ten years under the Management Agreement, exclusive of any incentive awards and based on existing vessels and known vessels scheduled for future delivery as at December 31, 2024, are $
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TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024, 2023 AND 2022 (Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated) |
Also, under the terms of the Management Agreement, the Management Company provide supervisory services for the construction of new vessels for a monthly fee of $
(b) Tsakos Shipmanagement S.A. (“TSM”): The Management Company appointed TSM (previously named TCM, until May 2, 2023) to provide technical management to the Company’s vessels up to February 2023, when TST (Note 2(c)) assumed all technical management responsibilities for all vessels under TSM structure.
The previously named TCM was owned jointly and in equal part by related party interests and by a private German group during the period up to February 2023, and is now fully owned by related party interests. TSM for technical services charged $nil, $
At December 31, 2024, the amount due from TSM was $
TSM has a
(c) Tsakos Shipping and Trading S.A. (“TST”): The Management Company appointed TST to provide technical management to the Company’s vessels from February 2023. The Management Company, at its own expense, pays technical management fees to TST, and the Company bears and pays directly to TST most of its operating expenses, including repairs and maintenance, provisioning and crewing of the Company’s vessels, as well as certain charges which are capitalized or deferred, including reimbursement of the costs of TST personnel sent overseas to supervise repairs and perform inspections on the Company’s vessels.
TST for technical services rendered charged $
TST provides chartering services for the Company’s vessels by communicating with third-party brokers to solicit research and propose charters. For this service, the Company pays TST a chartering commission of approximately
TST for chartering services rendered charged $
(d) Argosy Insurance Company Limited (“Argosy”): The Company places its hull and machinery insurance, increased value insurance, war risk insurance and certain other insurance through Argosy, a captive insurance company affiliated with TST. Argosy, for services rendered, charged $
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TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024, 2023 AND 2022 (Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated) |
(e) AirMania Travel S.A. (“AirMania”): Apart from third-party agents, the Company also uses an affiliated company, AirMania, for travel services. AirMania, for services rendered, charged $
At December 31, 2024, the amount due to AirMania was $
3. Right-of-use assets and lease liabilities
Operating leases
On December 21, 2020, the Company commenced a new
On June 21, 2021, the Company commenced a new
At December 31, 2024 and 2023, the Company assessed the recoverability of the seller’s credits, considering the impairment indicators present, resulting in no impairment charge.
As at December 31, 2024, the Company recognized on its consolidated balance sheet a right-of-use assets under operating leases of $
The incremental borrowing rate used to determine the obligations under operating leases was
Right-of-use assets and lease liabilities - Operating Leases (Table)
| Year | Lease Commitment | ||
| 2025 | |||
| 2026 | |||
| Minimum net lease payments | $ | ||
| Less: Present value discount | ( | ||
| Total Obligations under operating leases and financial liability (current and non-current portion) | $ |
The Company has subleased all three vessels and recognized sublease revenue, net of voyage expenses of $
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TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024, 2023 AND 2022 (Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated) |
Finance leases
On January 9, 2020, the Company commenced a
The Company has subleased both vessels (Archangel and Alaska), the amount of $
On December 21, 2017, the Company commenced a
The amount of $
4. Vessels
Acquisitions
On
On
On
Sales
In 2024, the Company sold its suezmax tankers Eurochampion 2004 and Euronike, the aframax tankers Izumo Princess and Nippon Princess for net proceeds of $
In 2023, the Company sold its handymax tankers, Afrodite, Artemis, Ariadne, Aris, Ajax and Apollon and its handysize tankers, Arion, Amphitrite, for net proceeds of $
The net (gains) losses from the sale of the vessels are separately reflected in the accompanying consolidated statements of comprehensive income.
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TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024, 2023 AND 2022 (Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated) |
Impairment
As of December 31, 2024, the Company reviewed the carrying amount including any unamortized dry-docking costs and leasehold improvements in connection with the estimated recoverable amount and the probability of sale for each of its vessels, vessels under construction and its right-of-use-assets under operating leases, whenever events or changes in circumstances indicated that impairment indicators were present. This review did not indicate an impairment of the carrying value of the Company’s vessels, vessels under construction and its right-of-use-assets under operating leases.
As of December 31, 2023, this review indicated that events and circumstances changed during 2023 and that the carrying amount of the LNG carrier Neo Energy, built in 2007 was not recoverable. The fair value of this vessel as at December 31, 2023 was determined based on Level 3 inputs of the fair value hierarchy, through a combination of future discounted net operating cash flows, and third party valuations (Note 14(c)). More specifically, the Company’s future discounted net operating cash flows for this vessel were determined using significant unobservable inputs, such as a discount rate of
Impairment charges are separately reflected in the accompanying consolidated statements of comprehensive income.
5. Deferred Charges and leasehold improvements
Deferred charges, consisting of dry-docking and special survey costs, net of accumulated amortization, amounted to $
6. Long –term debt and other financial liabilities
Long-term debt
Long-term debt (Table)
| Facility | 2024 | 2023 | ||
| Loans | ||||
| Less: Deferred finance costs, net | ( |
( | ||
| Total long-term debt | ||||
| Less: Current portion of debt | ( |
( | ||
| Add: Deferred finance costs, current portion | ||||
| Long-term debt, net of current portion and deferred finance costs |
Loan balances outstanding at December 31, 2024, amounted to $
On March 1, 2024, the Company signed a new
On March 13, 2024, the Company signed a new seven-year loan agreement amounting to $
On May 31, 2024, the Company signed a new
On May 31, 2024, the Company prepaid the amount of $
| Table of Contents | F- 22 |
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024, 2023 AND 2022 (Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated) |
On August 30, 2024, the Company signed a
On December 10, 2024, the Company signed a new
On April 2, 2025, the Company signed a new
According to the debt extinguishment guidance of ASC 470-50 “Debt Modifications and Extinguishments”, the Company expenses any unamortized deferred financing costs on its prepaid loans (Note 7).
At December 31, 2024, interest rates on the bank loans ranged from
The weighted-average interest rates on all executed loans for the applicable periods were:
Long-term Debt - Weighted-Average Interest Rates (Table)
| Year ended December 31, 2024 | |
| Year ended December 31, 2023 | |
| Year ended December 31, 2022 |
Loan movements throughout 2024:
Long-term Debt - Schedule of Debt (Table)
Loan |
Origination Date |
Original Amount |
Balance at January 1, 2024 |
New Loans |
Prepaid |
Repaid |
Balance at December 31,2024 | |||||||
| 12-year term loan | — | — | ||||||||||||
| 7 1/2-year term loan | — | — | ||||||||||||
| 8-year term loan | — | — | ||||||||||||
| 5-year term loan | — | — | ||||||||||||
| 7-year term loan | — | — | ||||||||||||
| 10-year term loan | — | — | ||||||||||||
| 7-year term loan | — | — | ||||||||||||
| 5-year term loan | — | — | ||||||||||||
| 5-year term loan | — | |||||||||||||
| 5-year term loan | — | — | ||||||||||||
| 5-year term loan | — | — | ||||||||||||
| 6-year term loan | — | — | ||||||||||||
| 5-year term loan | — | — | ||||||||||||
| 5-year term loan | — | — | ||||||||||||
| 5-year term loan | — | — | ||||||||||||
| 4-year term loan | — | — | ||||||||||||
| 7-year term loan | — | — | ||||||||||||
| 5-year term loan | — | — | ||||||||||||
| 6-year term loan | — | — | ||||||||||||
| 5-year term loan | — | — | ||||||||||||
| 8-year term loan | — | — | ||||||||||||
| 5-year term loan | — | — | ||||||||||||
| 6-year term loan | — | — | ||||||||||||
| 5-year term loan | |
— | — | |||||||||||
| 5-year term loan | — | |||||||||||||
| 5-year term loan | — | — | ||||||||||||
| 5-year term loan | — | — | ||||||||||||
| 5-year term loan | — | — | ||||||||||||
| 8-year term loan | — | |||||||||||||
| 7-year term loan | — | — | ||||||||||||
| 5-year term loan | — | |||||||||||||
| 7-year term loan | — | — | ||||||||||||
| 7-year term loan | — | — | ||||||||||||
| 5-year term loan | — | — | ||||||||||||
| Total |
| Table of Contents | F- 23 |
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024, 2023 AND 2022 (Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated) |
The above bank loans are secured by first priority mortgages on all vessels owned by the Company’s subsidiaries, by assignments of earnings and insurances of the respectively mortgaged vessels, and by corporate guarantees of the relevant ship-owning subsidiaries and in certain cases of the Holding Company as well.
The loan agreements include, among other covenants, covenants requiring the Company to obtain the lenders’ prior consent in order to incur or issue any financial indebtedness, additional borrowings, pay dividends provided no event of default has occurred, sell vessels and assets, and change the beneficial ownership or management of the vessels. Also, the covenants require the Company to maintain a minimum liquidity, not legally restricted, of $
As at December 31, 2024, the Company and its subsidiaries had thirty-three loan agreements, totaling $
The Company’s liquidity requirements relate primarily to servicing its debt, funding the equity portion of investments in vessels and funding working capital.
The annual principal payments, including balloon payments on loan maturity, required to be made after December 31, 2024, are as follows:
Long-term Debt - Principal Payments (Table)
| Year | Amount | ||
| 2025 | $ | ||
| 2026 | |||
| 2027 | |||
| 2028 | |||
| 2029 | |||
| 2030 and thereafter | |||
| Total | $ |
Other financial liabilities, net
The amounts in the accompanying consolidated balance sheets are analyzed as follows:
Long - Term Debt and other financial liabilities - Other financial liabilities, net (Table)
|
December 31, 2024 | December 31, 2023 | ||||
| Other financial liabilities | $ | $ | ||||
| Less: Deferred finance costs, net | ( |
( | ||||
| Total other financial liabilities, net | ||||||
| Less: Current portion of other financial liabilities | ( |
( | ||||
| Add: Deferred finance costs, current portion | ||||||
| Other financial liabilities, net of current portion and deferred finance costs | $ | $ |
| Table of Contents | F- 24 |
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024, 2023 AND 2022 (Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated) |
As of December 31, 2024, the annual principal payments of Other financial liabilities required to be made after December 31, 2024, are as follows:
Long -Term Debt and other financial liabilities - Schedule of annual lease liability (Table)
| Year | Amount | ||
| 2025 | $ | ||
| 2026 | |||
| 2027 | |||
| 2028 | |||
| 2029 | |||
| 2030 and thereafter | |||
| Total | $ |
7. Interest and Finance Costs, net
Interest and Finance Costs, net (Table)
| 2024 | 2023 | 2022 | |||
| Interest expense | |||||
| Less: Interest capitalized | ( |
( |
( | ||
| Interest expense, net | |||||
| Interest expense on redeemable preferred shares | |||||
| Bunker and other commodities swaps, put and call options cash settlements | ( |
( | |||
| Amortization of deferred finance costs | |||||
| Bank charges | |||||
| Discount of long-term receivables | |||||
| Amortization of deferred gain on termination of financial instruments | ( |
( |
( | ||
| Change in fair value of non-hedging financial instruments | ( |
||||
| Net total |
Interest and finance costs were $
Capitalized interest is based on expenditure incurred to date on vessels under construction. Capitalized interest amounted to $
During 2022, the Company discontinued ten of its cash flow hedge interest rate swaps through early termination agreements. The Company considered the forecasted transactions as still probable for seven of those interest rate swaps, and presented the amount received in Accumulated other comprehensive income. Respective amounts are amortized into Company’s earnings until the expiry date of each interest rate swap. During 2024, 2023 and 2022, amortization of deferred gain on termination of hedging interest rate swaps amounted to $
| Table of Contents | F- 25 |
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024, 2023 AND 2022 (Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated) |
At December 31, 2024 and 2023, the Company held
During 2024, the Company entered into
On
During 2024, 2023 and 2022, the Company has written-off unamortized deferred finance costs of $
During 2024, 2023 and 2022, the Company recognized a discount on its lease liability (Note 3) amounting to $nil, $nil and $
8. Stockholders’ Equity
On May 1, 2024, the Company’s Board of Directors adopted, in accordance with Bermuda law, the Tsakos Energy Navigation Limited 2024 Equity Incentive Plan (the “2024 Plan”), which replaced the Company’s share-based incentive plan adopted in 2012. The 2024 Plan permits the Company to grant share options or other share based awards with respect to up to of the Company’s common shares to its directors and officers, to the officers of the vessels in the fleet, and to the directors, officers and employees of our managers. On July 24, 2024, restricted common shares were granted under the 2024 Plan to Company directors and officers as well as other employees and persons who provide services to the Company and its subsidiaries and employees of any management company, of which shares have subsequently been forfeited. The restricted shares are scheduled to vest upon satisfaction of the time-based and performance-based conditions. The time-based condition will be satisfied so long as the participant continues to have a service relationship with the Company or its subsidiaries or any management company on the applicable vesting dates. . The vesting schedule is as follows: % of the shares granted to each recipient on January 1, 2025, % to vest on July 1, 2025, % to vest on January 1, 2026, and % to vest on July 1, 2026.
During the year ended December 31, 2024, stock-based compensation expense on restricted common stock amounted to $, whereas total unrecognized stock-based compensation expense relating to the Company’s outstanding restricted common stock was $, as of December 31, 2024. The average period over which the total stock-based compensation expense related to non-vested restricted common stock, was expected to be recognized, was years.
Movements under this plan are as follows:
| Number of Restricted Shares Granted | Number of Restricted Shares Forfeited | Number of Restricted Shares Vested | Balance of Non-Vested Restricted Shares | Weighted average grant date fair value | |||||||
| December 31, 2023 | $ | ||||||||||
| Granted July 24,2024 | ( |
$ | |||||||||
| Vested during 2024 | $ | ||||||||||
| December 31, 2024 | ( |
$ |
In 2022, the Company issued common shares for net proceeds of $
In 2022, the Company issued of its Series D Preferred Shares, of its Series E Preferred Shares and of its Series F Preferred Shares for total net proceeds of $
In September 2022, the holder exercised the conversion option and converted all Series G Convertible Preferred Shares that remained outstanding, with a conversion price of $per share, representing a conversion rate of two-thirds of a common share per Series G Convertible Preferred Share, par value $per share and liquidation preference of $per share, into common shares of the Company. The Company had nil Series G Convertible Preferred Shares outstanding as of December 31, 2024, 2023 and 2022 respectively.
| Table of Contents | F- 26 |
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024, 2023 AND 2022 (Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated) |
As of December 31, 2022 the outstanding Series B Cumulative Redeemable Perpetual Preferred Shares (the “Shyris Shipping Preferred Shares”) of Shyris Shipping Company S.A. (“Shyris Shipping”), a wholly owned subsidiary of the Company, par value $, each with a liquidation preference of $per share were with an aggregate liquidation price of $, which were entitled to receive cumulative semi-annual dividends from Shyris Shipping , payable in arrears on the 1st day of March and September of each year, as, when and if declared by the Shyris Shipping Board of Directors. Shyris Shipping paid dividends on the Shyris Shipping Preferred Shares amounting to $nil, $and $in the period ended December 31, 2024, 2023 and 2022, respectively (Note 10).
The Shyris Shipping Preferred Shares were non-convertible and perpetual, and redeemable by Shyris Shipping, in whole or in part, at redemption prices that decline over time from to of the deemed issuance price, plus any accrued and unpaid dividends. The Shyris Shipping Preferred Shares did not meet the criteria for mandatorily redeemable financial instruments and their value of $, upon issuance was included in non-controlling interest. Additionally, the Company determined that the economic characteristics and risks of the embedded redemption features were clearly and closely related to the host contract, apart from certain feature with minimal value.
During 2022, Shyris Shipping redeemed of the outstanding Shyris Shipping Preferred Shares for an aggregate redemption price of $and was included in non-controlling interest in the accompanying consolidated balance sheet as at December 31, 2022. On January 20, 2023, July 25, 2023, and September 1, 2023, Shyris Shipping redeemed , and of the outstanding Shyris Shipping Preferred Shares for an aggregate redemption price of $, $, and $, respectively. Following these redemptions, no Shyris Shipping Preferred Shares were outstanding as of December 31, 2024 and 2023, respectively.
On July 7, 2023, the Company redeemed all of its Series D Preferred Shares, par value $per share with a liquidation preference of $per share along with the payment of a final dividend of $per share, as declared on May 30, 2023. The difference between the carrying value and the fair value of the Series D Preferred Shares, amounting to $, was recognized as a reduction of retained earnings as a deemed dividend, and has been considered in the calculations of Earnings per Common Share in 2023 (Note 10).
9. Investments in debt securities
On October 25, 2023, the Company entered a seven-year investment in debt securities amounting to $
On March 1, 2024, the Company entered a seven-year investment in debt securities amounting to $
On October 10, 2024, the Company entered a two-year investment in debt securities amounting to $
On October 30, 2024, the Company entered a two-year investment in debt securities amounting to $
The Company classified the above investments in debt securities as held-to-maturity and recognized at amortized cost basis. The carrying value of the investments as of December 31, 2024 and 2023, amounted to $
| Table of Contents | F- 27 |
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024, 2023 AND 2022 (Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated) |
The maturity schedule of the outstanding investments in debt securities as of December 31, 2024, is as follows:
Investments in debt securities - maturity schedule of the outstanding investments in debt securities (Table)
| Maturity date | Carrying amount | Fair value | ||||
| Due within 1 year | $ | $ | ||||
| Due in 1-5 years | ||||||
| Due in 5-10 years | ||||||
| Total | $ | $ |
No allowance for credit losses was warranted on investments as of December 31, 2024 and 2023, respectively.
The Company calculates basic earnings per share in conformity with the two-class method required for companies with participating securities. Non-vested restricted common stock granted under the Company’s 2024 Plan, are entitled to receive dividends which are not refundable, and therefore are considered participating securities (Note 8). For the year ended December 31, 2023, the Company had no participating securities. For the year ended December 31, 2022, the Company considered its Series G redeemable convertible preferred shares (Note 8), to be participating securities as the holders are entitled to receive dividends on as-converted basis in the event that dividends are declared and paid on the Company’s common shares.
Under the two-class method, net income is reduced by the amount of dividends declared or accumulated in the current period for common stockholders and participating security holders. The remaining earnings or “undistributed income” is allocated between common stock and participating securities to the extent that each security may share in earnings as if all of the earnings for the period had been distributed. Once calculated, basic earnings per share is computed by dividing the net income attributable to common stockholders by the weighted average number of common shares outstanding during each year presented, less shares subject to repurchase. The Company’s participating securities do not contractually require their holders to participate in the Company’s losses. The calculation of basic earnings per share does not consider the non-vested restricted common stock as outstanding.
Diluted earnings per share is computed by giving effect to all potentially dilutive common share equivalents outstanding for the period. For the year ended December 31, 2024, securities that could potentially dilute basic earnings per share in the future, included in the computation of diluted earnings per share, were the non-vested restricted common stock. The treasury stock method is used to compute the dilutive effect of shares issued under the Company’s equity incentive plan. The two-class method is used for diluted earnings per share when such is the most dilutive method, considering anti – dilution sequencing as per ASC 260. Potential common shares that have an anti-dilutive effect are excluded from the calculation of diluted earnings per share. For purposes of the treasury stock calculation, weighted non-vested restricted shares of for the year ended December 31, 2024, are considered common share equivalents but have been excluded from the calculation of diluted earnings per share as their effect is anti-dilutive.
For the year ended December 31, 2023, there were no potentially dilutive securities outstanding. For the year ended December 31, 2022, securities that could potentially dilute basic earnings per share in the future, included in the computation of diluted earnings per share. The if-converted method is used to compute the dilutive effect of Series G redeemable convertible preferred shares on as-converted basis. For purposes of this calculation, weighted potential redeemable convertible preferred shares, are considered common share equivalents, for the year ended December 31, 2022, are included in the computation of diluted earnings per common share.
The following table sets forth the computation of basic and diluted net income per share:
| 2024 | 2023 | 2022 | ||||||
| Numerator | ||||||||
| Net income attributable to Tsakos Energy Navigation Limited | $ | $ | |
$ | ||||
| Preferred share dividends, Series D | ( |
( | ||||||
| Preferred share dividends, Series E | ( |
( |
( | |||||
| Preferred share dividends, Series F | ( |
( |
( | |||||
| Preferred share dividends, Series G | ( | |||||||
| Undistributed income to Series G participants | ( | |||||||
| Deemed dividend on Series D preferred shares | ( |
|||||||
| Undistributed income allocated to non-vested restricted common stock | ( |
|||||||
| 148,272 | 266,742 | 168,260 | ||||||
| Preferred share dividends, Series G | ||||||||
| Undistributed income to Series G participants | ||||||||
| Net income attributable to common stockholders of Tsakos Energy Navigation Limited, for dilution purposes | ||||||||
| Denominator | ||||||||
| Weighted average number of shares, basic | | |||||||
| Effect of dilutive shares | ||||||||
| Weighted average number of shares, diluted | | |||||||
| Earnings per share, basic attributable to Tsakos Energy Navigation Limited | $ | $ | |
$ | | |||
| Earnings per share, diluted attributable to Tsakos Energy Navigation Limited | $ | $ | |
$ | |
| Table of Contents | F- 28 |
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024, 2023 AND 2022 (Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated) |
11. Non-controlling Interest in Subsidiaries
The Company owns % of Mare Success S.A., the holding-company of two Panamanian registered companies which own the vessels Maya until May 19, 2021, Inca until August 17, 2022, dates of vessels sale, two Liberian registered companies which own the vessels Selini and Salamina and two Marshall Islands registered companies which own the vessels Byzantion and Bosporos.
12. Commitments and Contingencies
As at December 31, 2024, the Company had under construction
The total contracted amount remaining to be paid for the twelve vessels under construction plus the extra costs agreed as at December 31, 2024, were $
In the ordinary course of the shipping business, various claims and losses may arise from disputes with charterers, agents and other suppliers relating to the operations of the Company’s vessels. Management believes that all such matters are either adequately covered by insurance or are not expected to have a material adverse effect on the Company’s results from operations or financial condition.
Brazilian authorities have charged certain shipbrokers with various offenses in connection with charters entered into between a major state oil entity and various international shipowners. Starting in 2020, in parallel with U.S. Department of Justice and U.S. Securities and Exchange Commission (“SEC”) investigations regarding whether the circumstances surrounding these charters, including the actions taken by these shipbrokers, constituted non-compliance with provisions of the U.S. Foreign Corrupt Practices Act of 1977 (FCPA) applicable to the Company, the Company investigated these matters. The Company is always committed to doing business in accordance with anti-corruption laws and cooperated with these agencies. In June 2024, the SEC informed the Company that it had terminated its investigation of the Company.
Charters-out
The future minimum revenues of vessels in operation at December 31, 2024, before reduction for brokerage commissions and assuming no off-hire days, expected to be recognized on non-cancelable time charters are as follows:
Commitments and Contingencies - Minimum Future Charter Revenue (Table)
| Year | Amount | ||
| 2025 | $ | ||
| 2026 | |||
| 2027 | |||
| 2028 | |||
| 2029 | |||
| 2030 to 2038 | |||
| Minimum charter revenues | $ |
13. Income Taxes
Under the laws of the countries of the Company’s subsidiaries’ incorporation and/or vessels’ registration (Greece, Liberia, Marshall Islands, Panama, Bahamas, Cyprus, Malta), the companies are subject to registration and tonnage taxes, which have been included in the Vessel operating expenses.
The Company is not expected to be subject to United States Federal income tax on its gross income from the international operations of ships. In general, foreign persons operating ships to and from the United States are subject to United States Federal income tax of 4% of their United States source gross transportation income, which equals 50% of their gross income from transportation to or from the United States. The Company believes that it is exempt from United States Federal income tax on its United States source gross transportation income, as each vessel-operating subsidiary is organized in a foreign country that grants an equivalent exemption to corporations organized in the United States, and derives income from the international operation of ships and satisfies the stock ownership test as defined by the Internal Revenue Code and related regulations as a result of the Company’s stock being primarily and regularly traded on an established securities market in the United States. Under the regulations, a Company’s stock is considered to be regularly traded on an established securities market if (i) one or more classes of its stock representing 50% or more of its outstanding shares, by voting power and value, is listed on the market and is traded on the market, other than in minimal quantities, on at least 60 days during the taxable year; and (ii) the aggregate number of shares of stock traded during the taxable year is at least 10% of the average number of shares of the stock outstanding during the taxable year. Other requirements such as the substantiation and reporting requirements under the regulations also must be satisfied to qualify for the exemption from United States Federal income tax.
| Table of Contents | F- 29 |
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024, 2023 AND 2022 (Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated) |
14. Financial Instruments
| (a) | Interest rate risk: The Company is subject to interest rate risk associated with changing interest rates with respect to its variable interest rate term loans and financial liabilities as described in Notes 6 and 7. |
| (b) | Concentration of credit risk: Financial Instruments subject to credit risk consist principally of cash, trade accounts receivable, long-term receivables related to seller’s credits under sale and leaseback transactions, investments in debt securities and derivatives. |
The Company places its temporary cash investments, consisting mostly of deposits, primarily with high credit qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions that are considered in the Company’s investment strategy. The Company limits its credit risk with receivable by performing ongoing credit evaluations of its customers’ financial condition and generally does not require collateral for its receivable and does not have any agreements to mitigate credit risk. The Company limits the exposure of non-performance by counterparties to derivative instruments by diversifying among counterparties with high credit ratings and performing periodic evaluations of the relative credit standing of the counterparties. The Company performs relevant enquiries on a periodic basis to assess the recoverability of the long-term receivable related to seller’s credits under sale and leaseback transactions and estimates that the amount presented on the accompanying balance sheets approximates the amount that is expected to be received by the Company at the end of the non-cancellable lease period.
| (c) | Fair value: The carrying amounts reflected in the accompanying consolidated balance sheet of cash and cash equivalents, restricted cash, trade accounts receivable, margin deposits, accounts payable and due from (to) related parties, approximate their respective fair values due to the short maturity of these instruments. The fair value of long-term debt and other financial liabilities with variable interest rates approximate the recorded values, generally due to their variable interest rates. The carrying value of the long-term receivables related to seller's credits under sale and leaseback transactions approximate their fair value. The carrying amount of investments in debt securities approximates their respective fair values due to their short maturity and/or the volatility of the underlying interest rates. |
The fair values of interest rate swap agreements, bunker swap agreements and other commodities swap agreements discussed in Note 7 above and the fair values of the investments in debt securities discussed in Note 9 above, are determined through Level 2 of the fair value hierarchy as defined in FASB guidance for Fair Value Measurements and are derived principally from or corroborated by observable market data, interest rates, yield curves and other items that allow value to be determined.
The fair value of the impaired LNG carrier Neo Energy discussed in Note 4 as at December 31, 2023, was determined through Level 3 inputs of the fair value hierarchy, as defined in FASB guidance for Fair Value Measurements and was determined by management through a combination of future discounted net operating cash flows and third-party valuations, (non-recurring basis).
The estimated fair values of the Company’s financial instruments, other than derivatives at December 31, 2024 and 2023, are as follows:
Financial Instruments - Schedule of Carrying Values and Estimated Fair Values of Financial Instruments (Table)
| 2024 | 2023 | ||||||
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||
| Financial assets (liabilities) | |||||||
| Cash and cash equivalents | |||||||
| Restricted cash | |||||||
| Margin deposits | |||||||
| Long-term receivable (including short-term portion) | |||||||
| Investment in debt securities | |||||||
| Debt and other financial liabilities | ( |
( |
( |
( | |||
The Company does not offset fair value amounts recognized for derivatives by the right to reclaim cash collateral or the obligation to return cash collateral. The amount of collateral to be posted is defined in the terms of respective master agreement executed with counterparties or exchanges and is required when agreed upon threshold limits are exceeded. As of December 31, 2024, the Company deposited cash collateral related to its derivative instruments under its collateral security arrangements of $
| Table of Contents | F- 30 |
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024, 2023 AND 2022 (Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated) |
Tabular Disclosure of Derivatives Location
Derivatives are recorded in the consolidated balance sheet on a net basis by the counterparty when a legal right of set-off exists. The following tables present information with respect to the fair values of derivatives reflected in the consolidated balance sheet on a gross basis by transaction (recurring measurements). The tables also present information with respect to gains and losses on derivative positions reflected in the consolidated statements of comprehensive income or in the consolidated balance sheets, as a component of accumulated other comprehensive loss.
Financial Instruments - Schedule of Derivative Instruments - Statements of Financial Position Location (Table)
| Asset Derivatives | Liability Derivatives | |||||||||
| December 31, 2024 |
December 31, 2023 |
December 31, 2024 |
December 31, 2023 | |||||||
| Derivative | Balance Sheet Location | Fair Value | Fair Value | Fair Value | Fair Value | |||||
| Derivatives not designated as hedging instruments | ||||||||||
| Interest rate swaps | Current portion of financial instruments—Fair Value | |||||||||
| Interest rate swaps | Financial instruments—Fair Value, net of current portion | |||||||||
| Bunker and EUAs swaps | Current portion of financial instruments - Fair value | |||||||||
| Subtotal | ||||||||||
| Total derivatives | ||||||||||
Derivatives designated as Hedging Instruments - Net effect on the Consolidated Statements of Comprehensive Income
Financial Instruments - Gain (Loss) Recognized In Accumulated Other Comprehensive Income (Loss) on Derivative (Effective Portion) (Table)
| Derivative | Amount | |||||||
(Loss) Gain Recognized in Accumulated Other Comprehensive (Loss) Income on Derivative (Effective Portion) Location |
2024 | 2023 | 2022 | |||||
| Interest rate swaps | ( |
|||||||
| Reclassification to Interest and finance costs, net due to de-designations |
( |
( |
( | |||||
| Reclassification to Depreciation expense | ||||||||
| Total | ( |
( |
The accumulated income (loss) from Derivatives designated as Hedging instruments recognized in accumulated other comprehensive (loss) income as of December 31, 2024, 2023 and 2022, was $904 (loss), $
Derivatives not designated as Hedging Instruments – Net effect on the Consolidated Statements of Comprehensive Income
Financial Instruments - Schedule of Derivatives Not Designated as Hedging Instruments - Net Effect on the Statement Of Comprehensive Income (Table)
| Derivative | Amount | |||||||
Net Realized and Unrealized Gain (Loss) Recognized on Statement of Comprehensive Income Location |
2024 | 2023 | 2022 | |||||
| Interest rate swaps | Interest and finance costs, net | |
||||||
| Bunker and EUAs swaps | Interest and finance costs, net | |
||||||
| Total | ||||||||
| Table of Contents | F- 31 |
TSAKOS ENERGY NAVIGATION LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024, 2023 AND 2022 (Expressed in thousands of U.S. Dollars, except for share and per share data, unless otherwise stated) |
15. Liabilities assumed from time charters attached
Upon acquisition of the four aframax tankers, DF Montmartre, Alpes, DF Mystras, Aspen, and the suezmax tanker Popi Sazaklis (Note 4), with time charter agreements attached, the Company recognized a liability of $
The unamortized balance of the liability as of December 31, 2024, is expected to be amortized over the weighted average period of 1.7 years as follows:
Liabilities assumed from time charters attached - Unamortized balance expected to be amortized (table)
| Period/ Year | Amount | ||
| 2025 | |||
| 2026 | |||
| 2027 | |||
| Liabilities assumed from time charters attached | $ |
16. Subsequent Events
| a) | On January 2, 2025, restricted shares or equal to the % of the restricted shares granted in July 2024, vested under the 2024 Plan. |
| b) | On January 29, 2025, the Company paid a dividend of $ per share for its |
| c) | On February 27, 2025, the Company paid a dividend of $ per share for its |
| d) | On March 26, 2025, the Company sold its suezmax tanker Pentathlon. |
| e) | On March 14, 2025, the Company signed |
| Table of Contents | F- 32 |
Exhibit 2.3
DESCRIPTION OF TSAKOS ENERGY NAVIGATION LIMITED’S SECURITIES
REGISTERED PURSUANT TO SECTION 12
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
References in this description to the “Company,” “we,” “our,” “or “us” are to Tsakos Energy Navigation Limited. Defined terms used but not defined herein have the meaning given to them in our Annual Report on Form 20-F to which this description is an exhibit.
Tsakos Energy Navigation Limited’s common shares, par value $5.00 per share, Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares, par value $1.00 per share, and Series F Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares par value $1.00 per share, are registered under Section 12 of the Securities Exchange Act of 1934, as amended. This description does not describe every aspect of the Company’s share capital and is subject to, and qualified in its entirety by reference to, the provisions of the Company’s Memorandum of Association, the Company’s Bye-laws and the respective Certificates of Designations for each series of preferred shares, each as currently in effect, each of which is incorporated by reference as an exhibit to the Annual Report on Form 20-F of the Company, to which this description is filed as Exhibit 2.3.
DESCRIPTION OF SHARE CAPITAL
Our authorized share capital consists of 60,000,000 common shares, par value $5.00 per share, and 25,000,000 blank check preferred shares, $1.00 par value per share. 5,400,000 preferred shares have been designated Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares as described below under “—Series E Preferred Shares”, and 8,100,000 preferred shares have been designated Series F Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares as described below under “— Series F Preferred Shares.” As of April 4, 2025, there were outstanding: 30,127,603 common shares (and 678,173 common shares issued and held as treasury shares), 4,745,947 9.25% Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares, and 6,747,147 9.50% Series F Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares.
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 declare. 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 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 those directors who are not managing directors (as defined in our Bye-laws and which consist of our executive directors) 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 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. On July 7, 2023, we redeemed all outstanding Series D Cumulative Redeemable Perpetual Preferred Shares outstanding, and all outstanding Series B Cumulative Redeemable Perpetual Preferred Shares of Shyris Shipping Company S.A. were also redeemed in 2023.
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Series E Preferred Shares
We had 4,745,947 of our 9.25% Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares outstanding as of April 4, 2025, which were issued on April 5, 2017, during 2021 and in the first quarter of 2022. The initial liquidation preference of the Series E Preferred Shares is $25.00 per share, subject to adjustment. The shares are redeemable by us at any time on or after May 28, 2027. Dividends on the Series E Preferred Shares are cumulative from the date of original issue and will be payable quarterly in arrears on the 28th day of February, May, August and November of each year, commencing May 28, 2017, when, as and if declared by our board of directors. Dividends will be payable from cash available for dividends (i) from and including the original issue date to, but excluding, May 28, 2027 at a fixed rate equal to 9.25% per annum of the stated liquidation preference and (ii) from and including May 28, 2027, at a floating rate equal to three-month LIBOR plus a spread of 6.881% per annum of the stated liquidation preference. The Certificate of Designations for the Series E Preferred Shares states that if fewer than three New York City banks selected by the Company quote three-month LIBOR rates in the manner described in the Certificate of Designations, the three-month LIBOR Rate for the applicable dividend period will be the same as for the immediately preceding dividend period, or, if there was no such dividend period, the dividend shall be calculated at the dividend rate in effect for the immediately preceding dividend period. Accordingly, as three-month LIBOR has been permanently discontinued, we expect that from and including May 28, 2027, the dividend rate applicable to the Series E Preferred Shares will remain at the same rate applicable to prior dividend periods in accordance with the Certificate of Designations for the Series E Preferred Shares. The Series E 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 E 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 E Preferred Shares and any pari passu securities will generally be entitled to receive, on a pro rata basis, the liquidation preference of the Series E Preferred Shares, or, in the case of pari passu securities, the liquidation preference of such series of pari passu securities, plus an amount equal to accumulated and unpaid dividends ratably with any pari passu securities, after satisfaction of all liabilities to our creditors and holders of securities senior to the Series E Preferred Shares, but before any distribution is made to or set aside for the holders of junior shares, including our common shares. The Series E Preferred Shares rank pari passu with the Series F Preferred Shares. The Series E Preferred Shares are not convertible into common shares or other of our securities, do not have exchange rights and their holders are not entitled to any preemptive or similar rights.
Series F Preferred Shares
We had 6,747,147 of our 9.50% Series F Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares outstanding as of April 4, 2025, which were issued on June 28, 2018, during 2021 and in the first quarter of 2022. The initial liquidation preference of the Series F Preferred Shares is $25.00 per share, subject to adjustment. The shares are redeemable by us at any time on or after July 30, 2028. Dividends on the Series F Preferred Shares are cumulative from the date of original issue and will be payable quarterly in arrears on the 30th day of January, April, July and October of each year, commencing October 30, 2018, when, as and if declared by our board of directors. Dividends will be payable from cash available for dividends (i) from and including the original issue date to, but excluding, July 30, 2028 at a fixed rate equal to 9.50% per annum of the stated liquidation preference and (ii) from and including July 30, 2028, at a floating rate equal to three-month LIBOR plus a spread of 6.54% per annum of the stated liquidation preference. The Certificate of Designations for the Series F Preferred Shares states that if fewer than three New York City banks selected by the Company quote three-month LIBOR rates in the manner described in the Certificate of Designations, the three-month LIBOR Rate for the applicable dividend period will be the same as for the immediately preceding dividend period, or, if there was no such dividend period, the dividend shall be calculated at the dividend rate in effect for the immediately preceding dividend period. However, if the Company or the calculation agent for the Series F Preferred Shares determines that LIBOR has been permanently discontinued, the calculation agent shall use, as a substitute for LIBOR (the “Alternative Rate”) and for each future dividend determination date, the alternative reference rate selected by the central bank, reserve bank, monetary authority or any similar institution (including any committee or working group thereof) that is consistent with accepted market practice. As part of such substitution, the calculation agent shall, after consultation with the Company, make such adjustments to the Alternative Rate or the spread thereon, as well as the business day convention, dividend determination dates and related provisions and definitions, in each case that are consistent with accepted market practice for the use of such Alternative Rate for obligations such as the Series F Preferred Shares. If, however, the calculation agent determines that LIBOR has been discontinued, but for any reason an Alternative Rate has not been determined, LIBOR shall be equal to such rate on the dividend determination date when LIBOR was last available on the Reuters Page LIBOR01, as determined by the calculation agent. Accordingly, as three-month LIBOR has been permanently discontinued, we expect that from and including July 30, 2028, the dividend rate applicable to the Series F Preferred Shares will be based on a replacement rate based on three-month CME Term SOFR plus a customary adjustment amount. The Series F 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 F 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 F Preferred Shares and any pari passu securities will generally be entitled to receive, on a pro rata basis, the liquidation preference of the Series F Preferred Shares, or, in the case of pari passu securities, the liquidation preference of such series of pari passu securities, plus an amount equal to accumulated and unpaid dividends ratably with any pari passu securities, after satisfaction of all liabilities to our creditors and holders of securities senior to the Series F Preferred Shares, but before any distribution is made to or set aside for the holders of junior shares, including our common shares. The Series F Preferred Shares rank pari passu with the Series E Preferred Shares. The Series F Preferred Shares are not convertible into common shares or other of our securities, do not have exchange rights and their holders 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 “Available Information” in our Annual Report on Form 20-F.
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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 E and Series F 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 E or Series F Preferred Shares are in arrears, the holders of Series E and/or Series F 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 parity securities upon which like voting rights have been conferred and with which the Series E or Series F Preferred Shares, respectively, voted as a class for the election of such director). The right of such holders of Series E or Series F 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 E or Series F 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 E and Series F 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 E and Series F 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 E, and Series F Preferred Shares, respectively, 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 E and Series F Preferred Shares in any material respect;
In addition, unless we have received the affirmative vote or consent of the holders of at least two-thirds of the issued and outstanding, Series E and Series F Preferred Shares, respectively, each voting as a single class, we may not
• issue any securities ranking pari passu with the Series E and Series F Preferred Shares if the cumulative dividends payable on outstanding Series E or Series F Preferred Shares, as applicable, are in arrears; or
• create or issue any equity securities ranking senior to the Series E and Series F Preferred Shares.
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On any matter described above in which the holders of the Series E and Series F Preferred Shares, respectively, are entitled to vote as a class, such holders will be entitled to one vote per share. The Series E and Series F 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 company’s 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 company’s 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 company’s audited 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 non-executive directors selected each year provided that managing directors are not subject to retirement by rotation and therefore may not be subject to re-election each year. Under Bermuda law and our Bye-laws, a director may be removed for cause 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 or 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. For these purposes “cause” means willful neglect, willful default, fraud or dishonesty.
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 for cause by shareholders, 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.
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Under Bermuda law, the holders of an aggregate of no less than 20% in par value of a company’s 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 company’s 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 company’s 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 company’s 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 company’s shareholders than that which actually approved it.
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 company’s 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.
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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, (including brokerage commissions, transfer taxes and soliciting dealers’ fees), 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 (including brokerage commissions, transfer taxes and soliciting dealers’ fees) 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); (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 (the “Exchange Act”), 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 amalgamations, 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 continuing directors.
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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, except as permitted by our bye-laws, 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. |
Transfer agent and registrar. Computershare Trust Company N.A. serves as transfer agent and registrar for our common shares and our Series E Preferred Shares and Series F Preferred Shares.
New York Stock Exchange listing. Our common shares are listed on the New York Stock Exchange under the ticker symbol “TEN.” Our Series E Preferred Shares and Series F Preferred Shares are listed on the New York Stock Exchange under the trading symbols “TEN-PE” and “TEN-PF”, respectively.
Exhibit 8
Tsakos Energy Navigation Limited Subsidiaries
As of 4 April, 2025
| Company* | Country of Incorporation | Vessel | ||
| Ergo Glory S.A. | Panama | Andes | ||
| Creed Shipping S.A. | Marshall Islands | Archangel | ||
| Lobelia Shipping Ltd | Marshall Islands | Alaska | ||
| Victory Faith S.A. | Panama | Andromeda | ||
| Victory Spirit S.A. | Panama | Aegeas | ||
| Universal Reserve S.A.*** | Panama | Sakura Princess | ||
| Sea Countess S.A. | Panama | Maria Princess | ||
| Fairsea Enterprises S.A. | Panama | Ise Princess | ||
| Freeport Champion S.A. | Panama | Asahi Princess | ||
| Prosperity Faith S.A. | Panama | Sapporo Princess | ||
| Prosperity Success S.A. | Panama | Uraga Princess | ||
| Mercury Emerald S.A.*** | Panama | Arctic | ||
| Powerful Shipping S.A.*** | Panama | Antarctic | ||
| Triton Success S.A. | Panama | Promitheas | ||
| Triton Triumph S.A. | Panama | Propontis | ||
| Byzantion Marine Company Ltd** | Marshall Islands | Byzantion | ||
| Bosporos Marine Company Ltd** | Marshall Islands | Bosporos | ||
| Bayswater Trading Co. Ltd. | Liberia | Selecao | ||
| Kerry Trading Company Limited | Liberia | Socrates | ||
| Marine Velvet S.A. | Panama | Spyros K | ||
| Medway Sea S.A. | Panama | Dimitris P | ||
| Sayers Shipping Corp. | Liberia | World Harmony | ||
| Maynard Shipping Corp. | Liberia | Chantal | ||
| Selini Marine Company Ltd** | Liberia | Selini | ||
| Salamina Marine Company Ltd** | Liberia | Salamina | ||
| Rio 2016 Special Maritime Enterprise | Greece | Rio 2016 | ||
| Pearsall Shipping Corporation | Liberia | — | ||
| Brasil 2014 Special Maritime Enterprise | Greece | Brasil 2014 | ||
| Angleton Shipping Corporation | Liberia | — | ||
| Prescott Maritime Limited | Marshall Islands | Eurovision | ||
| Jelika Shipping Inc. | Marshall Islands | Euro | ||
| Delmer Marine Corp. | Marshall Islands | Decathlon | ||
| Canyon Trading Corporation | Liberia | Maria Energy | ||
| Mare Success S.A.**** | Panama | 49% owned by Flopec | ||
| Alcea Shipping S.A. | Liberia | S 7003 | ||
| Apoplous Shipping Inc. | Marshall Islands | Elias Tsakos | ||
| Leega Shiptrade Company | Marshall Islands | Thomas Zafiras | ||
| Sentra Shipping Company | Marshall Islands | Leontios H | ||
| Soft Shipmanagement Ltd | Marshall Islands | Parthenon TS | ||
| Twitt Navigation Limited | Marshall Islands | Sola TS | ||
| Barsley Maritime S.A. | Marshall Islands | Marathon TS | ||
| Cierzo Marine Ltd. | Marshall Islands | Oslo TS | ||
| Daucina Navigation S.A. | Marshall Islands | Stavanger TS | ||
| Etesian Shiptrade S.A. | Marshall Islands | Bergen TS | ||
| Chiara Shiptrade Co. | Marshall Islands | Sunray | ||
| Tauris Shipping Inc. | Marshall Islands | Sunrise | ||
| Watercraft Limited | Malta | Lisboa | ||
| Callidora Shiptrade S.A. | Marshall Islands | Ulysses | ||
| Octavia Navigation Inc. | Marshall Islands | Hercules I | ||
| Hermes Shipping Company Ltd | Marshall Islands | Caribbean Voyager | ||
| Prosalt Navigation S.A. | Marshall Islands | Mediterranean Voyager | ||
| Poseidon Shipping Company Ltd | Marshall Islands | Apollo Voyager | ||
| Zeus Shipping Company Ltd | Marshall Islands | Artemis Voyager | ||
| Briety Shipping Inc.*** | Marshall Islands | Tenergy | ||
| Ostria Maritime Limited | Malta | Porto | ||
| Arionas Marine S.A. | Marshall Islands | Njord DF | ||
| Simel Navigation Co. | Marshall Islands | Chios DF | ||
| Aquila Maritime Ltd | Liberia | Dias I | ||
| Gudne Marine Corp. | Marshall Islands | Ran DF | ||
| Torvi Marine Corp. | Marshall Islands | Ithaki DF | ||
| Scout Shiptrade Ltd | Marshall Islands | HN3431 | ||
| Adrian Maritime Inc. | Marshall Islands | HN2654 | ||
| History Maritime Corp. | Marshall Islands | HN2655 | ||
| Argon Shipping Co. | Liberia | |||
| Pegasus Mare Inc. | Liberia | |||
| Iris Marine Corp. | Marshall Islands | HN3432 | ||
| Iridanos Marine Co. Ltd. | Marshall Islands | HN0307383 | ||
| Daphne Marine S.A. | Marshall Islands | HN YZJ2023-1521 | ||
| Ioli Marine S.A. | Marshall Islands | HN YZJ2023-1522 | ||
| Iason Shipping Company Ltd | Marshall Islands | HN2708 | ||
| Pink Diamond Sea Inc. | Liberia | DF Montmartre | ||
| Palermo Enterprises Corp. | Liberia | DF Mystras | ||
| Ortsa Oceanway Corp. | Liberia | Alpes | ||
| Quartz Maritime Limited | Liberia | Aspen | ||
| Soho Shipping & Trading Co. | Liberia | Popi Sazaklis | ||
| Stavento Shipmanagement Ltd. | Liberia | |||
| Adrian Maritime Ltd | Malta | |||
| History Maritime Ltd | Malta | |||
| Holm Shiptrade Ltd | Marshall Islands | HN YZJ2024-1623 | ||
| Lutetia Navigation Limited | Marshall Islands | HN0307384 | ||
| Reval Marine S.A. | Marshall Islands | HN0307385 | ||
| Ryalan Navigation Ltd | Marshall Islands | HN0307386 | ||
| Alinda Enterprises Inc. | Liberia | |||
| Emilia Marine S.A. | Marshall Islands | HN2734 | ||
| Erin Maritime Ltd | Marshall Islands | |||
| Current Marine Co. | Marshall Islands | HN2733 | ||
| Harborview Marine S.A. | Marshall Islands | HN2735 | ||
| Oceanus Shiptrade Ltd | Marshall Islands | HN2738 | ||
| Voyage Navigation Corp. | Marshall Islands | HN2741 | ||
| Maestri Navigation Inc. | Marshall Islands | HN2736 | ||
| Mariniera Navigation S.A. | Marshall Islands | HN2737 | ||
| Racer Navigation Company | Marshall Islands | |||
| Sunny Maritime Inc. | Marshall Islands | HN2739 | ||
| Swan Navigation Inc. | Marshall Islands | HN2740 | ||
Epos Maritime Limited |
Malta | |||
Amarela Navigation Ltd. |
Malta | |||
| Verde Navigation Ltd. | Malta | |||
Brasil 2014 Special Maritime Enterprise Limited |
Malta | |||
Rio 2016 Special Maritime Enterprise Limited |
Malta | |||
| Shyris Shipping Company S.A.***** | Marshall Islands | |||
| Spondi Maritime Ltd | Malta | |||
| SPONDI MARITIME LIMITED****** | Greece |
| * | Unless otherwise indicated, each Company is a wholly-owned subsidiary |
| ** | Owned 100% by Mare Success S.A. |
| *** | Sale and leaseback arrangement sold and chartered back on a bare-boat |
| **** | 51% owned by Tsakos Energy Navigation Ltd. |
| ***** | Incorporated for the purpose of issuing preferred shares |
| ****** | Owned by Spondi Maritime Ltd (Malta) |
Exhibit 11.1
TSAKOS ENERGY NAVIGATION LIMITED
INSIDER TRADING POLICY
| 1. | The Scope of the Policy |
- Tsakos Energy Navigation Limited ("TEN" or the "Company") is a public company, whose common shares and preferred shares are listed on the New York Stock Exchange and registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Pursuant to the Exchange Act, TEN files annual and other reports with the Securities and Exchange Commission ("SEC"). Investment by officers, directors and employees in TEN stock is generally desirable and encouraged. However, purchases and sales of TEN's shares and other securities should be made with caution, and with recognition of the legal prohibitions against the use of confidential information by "insiders" for their own profit.
- This Policy applies to all directors, officers, contractors, and employees of (1) Tsakos Energy Navigation Limited and its subsidiaries and other business entities controlled by it (“Company”); and (2) affiliates and entities that regularly provide management or other services to the Company, including but not limited to Tsakos Energy Management Limited and Tsakos Shipping & Trading S.A. (each a “Management Company” and collectively the “Management Companies”). Collectively, the directors, officers, contractors, and employees of Company and of the Management Companies are referred to as “Covered Persons”. This Policy also applies to anyone who resides with or lives in the household of any Covered Person, and any family members who do not live with a Covered Person but whose transactions in Company securities are directed by, or are subject to the influence or control of, a Covered Person (collectively, “Family Members”). Collectively, the directors, officers, contractors, and employees of the Company and of the Management Companies are referred to as “Covered Persons”.
- TEN has developed the following guidelines regarding insider trading laws and the Company's Insider Trading Policy for Covered Persons. However, these guidelines do not address all possible situations that a Covered Person may face.
| 2. | Insider Trading Policy |
- Use of material non-public information by a Covered Person or Family Member for personal gain, or to pass on or “tip” the material non-public information to anyone who uses it for personal gain, is illegal, regardless of the quantity of shares involved, and therefore is prohibited. Covered Persons or Family Members may be held liable both for their own transactions and for transactions effected by a tippee, or even a tippee of a tippee. Furthermore, it is important that the appearance of insider trading in securities be avoided.
- Accordingly, Covered Persons and Family Members may not:
- Buy, sell, or otherwise engage in any transactions, either directly or through a third party, in Company securities while in possession of material non-public information.
- Tip, directly or indirectly, material non-public information to any person who might: (i) trade in Company securities; or (ii) pass along such information to others who might trade.
- Make recommendations or express opinions to any person about trading in Company securities on the basis of material non-public information.
- Directly or indirectly, disclose material non-public information to anyone: (i) within the Company whose job does not require them to have that information; or (ii) outside the Company, including but not limited to, Family Members, friends, business associates, investors, or consulting firms, unless the disclosure is authorized by the Company.
- There are civil and criminal penalties if a Covered Person wrongly obtains or uses such material, non-public information when deciding whether to buy or sell securities, or if a Covered Person gives that information to another person who uses it in buying or selling securities. If a Covered Person buys or sells securities while in possession of material non-public information, they may not only have to repay any money they made from such activity, but they also could be charged criminally and face substantial fines and/or imprisonment. Additionally, TEN may be held liable for Covered Persons’ violations of the insider trading laws.
- Covered Persons are personally responsible for ensuring that they (as well as Family Members and any trusts, corporations, partnerships, limited liability companies or other entities they control) are aware of, understand, and comply with the provisions and intent of this Policy. Failure to comply with this Policy may result in sanctions being imposed by TEN (up to and including dismissal / termination of any business relationship with TEN).
| 1 |
| 3. | Insider Trading Concepts |
A. “Inside” Information
- Inside information includes anything Covered Persons become aware of because of their "special relationship" with the Company, which has not been disclosed to the public. The information may be about the Company, its subsidiaries or other affiliates, or any of the companies it does business with. It is not unusual for directors, officers and employees or its managers to be the recipients of material, non-public information regarding TEN or public companies with which TEN has a significant relationship, including its partners, customers, suppliers and companies with whom it is negotiating transactions.
- Covered Persons may not, directly or indirectly, disclose to any person (except as required in furtherance of their corporate duties on a need-to-know basis) any material nonpublic information they receive, or of which they become aware, in the course of fulfilling their duties to TEN. It is tempting to share such information with friends, spouses and family members, but there are no exceptions to this restriction.
- Any written or verbal statement that would be prohibited under the law or under this policy is equally prohibited if made on any online or Internet discussion group, social medium, chat room, blog, bulletin board, or other public forum, including the disclosure of material non-public information regarding TEN or material non-public information with respect to other companies that Covered Persons or Family Members may come into possession of as an associate of TEN. This prohibition includes anonymous messages and messages posted from home, personal devices, or devices owned by others, and extends to messages that merely forward content provided by another person.
B. “Material Information”
- For purposes of this policy, Information is material if an investor would reasonably consider it important in deciding whether to buy, sell, or hold securities, or if it could affect the market price of the securities, whether positive or negative, and whether the change is large or small. Good or bad information may be material. Information should be considered material unless it is trivial or of no interest to the public. It is not possible to identify every type of information that could be material, or every context in which otherwise ordinary information might become material. Information that is material at one point in time may cease to be material at another point in time, and vice versa. If the information makes you want to trade, it probably would have the same effect on others. The ultimate determination of materiality by enforcement authorities will be based on an assessment of all of the facts and circumstances at the specific point in time. If Covered Persons have any concern that information within their possession may be material, it is their responsibility to seek appropriate legal advice before trading in the securities of the related company.
- While it may be difficult to determine whether information is material, there are various categories of information that are particularly sensitive and, as a general rule, should always be considered material. Examples of such information include:
| - | Financial results and/or events that could result in restating financial information; |
| - | Projections and estimates of future revenues, earnings, or losses; |
| - | Vessel acquisitions or dispositions; |
| - | New chartering commitments; |
| - | Changes in financing arrangements; |
| - | Status of covenant compliance; |
| - | Communications with lenders and investment bankers; |
| - | Major changes in senior management and or organizational structure; |
| - | Changes in auditors; |
| - | Termination or reduction of business relationship with a charterer that provides material revenue to the Company; |
| - | Significant litigation or regulatory exposure due to actual or threatened litigation, investigation, or enforcement activity, or significant developments related thereto; |
| - | Changes in dividend policy; |
| - | Stock splits; and/or |
| - | Securities offerings. |
| 2 |
C. “Non-Public Information”
Non-public information is information that has not yet been made public by the Company. Information only becomes public when the Company makes an official announcement (for example, via a publicly accessible conference call, press release, or in an SEC filing) and people have had sufficient opportunity to see or hear it. Information provided only to directors, officers or employees or a select group of third parties is not considered publicly available. Generally speaking, information will be considered publicly disseminated after two full trading days have elapsed since the date of public disclosure of the information. For example, if the Company announces material non-public information prior to the market opening on Wednesday, then you may execute a transaction in the Company’s securities after the market opens on Friday.
D. “Safeguarding Non-Public Information”
- Before material information relating to the Company or its business has been disclosed to the general public, it must be kept in strict confidence. Such information should be discussed only with persons who are employed by or represent the Company who have a “need to know” such information and should be confined to as small a group as possible. The utmost care and circumspection must be exercised at all times. Therefore, conversations in public places, such as elevators, restaurants, and airplanes, as well as conversations on mobile phones, should be limited to matters that do not involve information of a sensitive or confidential nature. In addition, confidential information should not be transmitted through the Internet or any electronic mail system that is not secure.
- On occasion, it may be necessary for legitimate business reasons to disclose material, non-public information to persons outside the Company. Such persons might include commercial bankers, investment bankers, or other companies having a business relationship with the Company. In such circumstances, the information should not be conveyed until an express understanding has been reached that such information is not to be used for trading purposes and may not be further disclosed other than for legitimate business reasons, as well as any corporations, partnerships, limited liability companies or trusts under Covered Persons’ control.
| 4. | Trading Guidelines |
- Prohibition Against Trading While in Possession of Material Non-Public Information
Covered Persons may not purchase or sell common shares, preferred shares or other securities of TEN or of any other company when they are aware of any material non-public information about that company, no matter how they learned the information. Covered Persons also must not "tip" or otherwise give material non-public information to anyone, including members of their immediate family, friends or anyone acting for them (such as a stockbroker).
- Pre-Clearance Policy for Executive Officers and Directors for Trading While Not in Possession of Material Non-Public Information
- Directors and officers of TEN and any other designated employees (and their respective Family Members) may not trade at any time without prior clearance. This restriction does not apply to other employees of TEN or directors, officers, or employees of its Management Companies. Before trading in TEN’s shares a director or executive officer of TEN must contact TEN’s Chief Operating Officer, Chief Financial Officer, or Head of Compliance & Internal Audit to inquire if a restricted trading period is in effect and to obtain pre-clearance of the contemplated trade. "Trading" includes not only purchases and sales of common shares and preferred shares, but also acquisitions or dispositions of puts and calls, stock swap agreements, and the exercise of certain options, warrants, puts and calls, etc.
- Restricted trading periods are periods designated by TEN as times in which its directors and officers and any other designated employees (and their respective Family Members) may not trade in TEN’s shares regardless of their actual knowledge of material non-public information. These restricted trading periods are instituted by TEN for a variety of reasons. Ordinarily, the Company will institute such restrictions every quarter prior to the release of its earnings results, usually beginning 10 full trading days prior to the earnings release date and lasting until two full trading days after the earnings release, subject to adjustment in the discretion of the Chief Operating Officer and the Chief Financial Officer.
- If, upon requesting clearance, the requesting person is advised that TEN's common shares or preferred shares may be traded, they may buy or sell the shares within two business days after clearance is granted, but only if they are not otherwise in possession of material non-public information. Approval of any proposed trade does not constitute legal, business, or financial advice. If for any reason the trade is not completed within two business days, pre-clearance must be re-obtained before stock may be traded.
- If, upon requesting clearance, the requesting person is advised that Company shares may not be traded, they may not engage in any trade of any type under any circumstances; nor may they inform anyone of the restriction. They may reapply for pre-clearance at a later date when trading restrictions are no longer applicable. In sum, it is critical that directors and officers of TEN and any other designated employees (and their respective Family Members) obtain pre-clearance before any trading to prevent inadvertent insider trading violations and to avoid even the appearance of an improper transaction (which could result, for example, when an officer engages in a trade while unaware of a pending major development).
| 3 |
- Pre-Clearance Policy for Rule 10b5-1 Plans
Covered Persons may implement a trading plan under Rule 10b5-l of the Exchange Act (a “Trading Plan”) at any time during a period when trading in TEN’s shares is not restricted, without prior clearance provided such Trading Plan complies with the requirements of Rule 10b5-1 and SEC regulations. Rule 10b5-1 of the Exchange Act provides an affirmative defence from insider trading liability under the U.S. federal securities laws for trading plans, arrangements or instructions that meet certain requirements. A trading plan, arrangement or instruction that meets the requirements of Rule 10b5-1 enables Covered Persons to trade in Company securities outside of our trading windows, even when in possession of material non-public information.
Before entering into a Trading Plan, they must contact TEN’s Chief Operating Officer, Chief Financial Officer, or Chief Compliance Officer to inquire if a restricted trading period is in effect. Covered Persons may enter into a Trading Plan only if/when they are not in possession of material non-public information. Once a Trading Plan is in effect, trades made pursuant to the plan will not require additional pre-clearance.
- Prohibition Against Trading in Derivative Securities
It violates Company policy for any executive officer or director of the Company (and their Family Members) to purchase, sell, or engage in any other transaction involving any derivative securities related to any equity securities of the Company. A “derivative security” includes any option, warrant, put, call, convertible security, stock appreciation right, or similar security with an exercise or conversion price or other value related to the value of the common shares, or any other equity security of the Company. This prohibition does not, however, apply to any exercise of Company stock options, any sale of Company stock in connection with a properly structured cashless exercise, or payment of withholding tax upon the exercise of any such option.
- Confidentiality
The foregoing restrictions are in addition to any other obligations Covered Persons may have under other Company policies, including policies relating to the confidentiality of information and preservation of trade secrets or to other intellectual property or proprietary information. Covered Persons must maintain the confidentiality of the Company’s non-public information.
| 5. | Duration of Policy’s Applicability |
This Policy continues to apply to a Covered Person’s or Family Member’s transactions in Company securities or the stock of other public companies engaged in business transactions with the Company even after the Covered Person’s tenure with the Company has terminated. If a Covered Person or Family Member is in possession of material non-public information when the Covered Person’s relationship with the Company concludes, the Covered Person and Family Member may not trade in Company securities or the stock of such other company, or take any other actions prohibited by this Insider Trading Policy, until the information has been publicly disseminated.
| 6. | Potential Criminal and Civil Liability and/or Disciplinary Action |
| A. | Criminal and Civil Liability |
Pursuant to federal, state, and non-U.S. securities laws, persons engaging in transactions in a company’s securities at a time when they have material non-public information regarding the company, or that disclose material non-public information or make recommendations or express opinions on the basis of material non-public information to a person who engages in transactions in
that company’s securities (“tipping”), may be subject to significant monetary fines and imprisonment. The Company and its supervisory personnel also face potential civil and criminal liability if they fail to take appropriate steps to prevent illegal insider trading. The SEC has imposed large penalties even when the disclosing person did not profit from the trading; there is no minimum amount of profit required for prosecution.
| 4 |
B. |
Disciplinary Action |
Covered Persons who violate this Policy will be subject to disciplinary action by the Company, which may include ineligibility for future participation in the Company’s equity incentive plans or termination of employment. The Company may also refer potential violations of law to the appropriate authorities for criminal or civil enforcement.
| 7. | Reporting |
A. If any Covered Person has any concerns about this policy, they shall communicate same in a timely fashion in the following way:
| · | Email Compliance & Internal Audit Department and/or Corporate Counsel at compliance@tenn.gr |
Exhibit 12.1
RULE 13a-14(a) CERTIFICATION
I, Nikolas P. Tsakos, certify that:
1. I have reviewed this annual report on Form 20-F of Tsakos Energy Navigation Limited;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report.
4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
d) disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
Date: April 11, 2025
| /s/ Nikolas P. Tsakos | |
| Nikolas P. Tsakos | |
| Chief Executive Officer |
Exhibit 12.2
RULE 13a-14(a) CERTIFICATION
I, Paul Durham, and I, Harrys Kosmatos, certify that:
1. I have reviewed this annual report on Form 20-F of Tsakos Energy Navigation Limited;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report.
4. The company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
d) disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5. The company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
Date: April 11, 2025
| /s/ Paul Durham | |
| Paul Durham | |
| Co-Chief Financial Officer | |
| (Co-Principal Financial Officer) | |
| /s/ Harrys Kosmatos | |
| Harrys Kosmatos | |
| Co-Chief Financial Officer | |
| (Co-Principal Financial Officer) |
Exhibit 13.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 20-F of Tsakos Energy Navigation Limited (the “Company”) for the period ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Nikolas P. Tsakos, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| /s/ Nikolas P. Tsakos | |
| Nikolas P. Tsakos | |
| Chief Executive Officer | |
| Date: April 11, 2025 |
Exhibit 13.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 20-F of Tsakos Energy Navigation Limited (the “Company”) for the period ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul Durham, and I, Harrys Kosmatos, each a Co-Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| /s/ Paul Durham | |
| Paul Durham | |
| Co-Chief Financial Officer | |
| (Co-Principal Financial Officer) | |
| /s/ Harrys Kosmatos | |
| Harrys Kosmatos | |
| Co-Chief Financial Officer | |
| (Co-Principal Financial Officer) | |
| Date: April 11, 2025 |
Exhibit 15.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:
| (1) | Registration Statement (Form F-3 No. 333-273740) of Tsakos Energy Navigation Limited, |
| (2) | Registration Statement (Form F-3 No. 333-234279) of Tsakos Energy Navigation Limited, |
| (3) | Registration Statement (Form F-3 No. 333-206852) of Tsakos Energy Navigation Limited; and |
| (4) | Registration Statement (Form S-8 No. 333-279039) pertaining to the 2024 Equity Incentive Plan of Tsakos Energy Navigation Limited. |
of our reports dated April 11, 2025, with respect to the consolidated financial statements of Tsakos Energy Navigation Limited and subsidiaries and the effectiveness of internal control over financial reporting of Tsakos Energy Navigation Limited and subsidiaries included in this Annual Report (Form 20-F) of Tsakos Energy Navigation Limited for the year ended December 31, 2024.
/s/ Ernst & Young (Hellas) Certified Auditors Accountants S.A.
Athens, Greece
April 11, 2025