Tsakos Energy Navigation Ltd 6-K, filed May 3, 2024

Tsakos Energy Navigation Ltd (TEN)

6-K 2024-05-03 For: 2024-05-03

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Added on April 06, 2026

About this 6-K

Tsakos Energy Navigation Ltd filed this 6-K on May 3, 2024.

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Exhibit Number		Exhibit Title

99.1		Proxy Statement for the 2024 Annual Meeting of Shareholders

99.2		Form of Proxy Card for the 2024 Annual Meeting of Shareholders

99.3		Notice of Internet Availability of Proxy Materials

99.4		2023 Audited Financial Statements


TSAKOS ENERGY NAVIGATION LIMITED

By:		/s/ George Saroglou
		George Saroglou
		Chief Operating Officer


Name of Beneficial Owner	Number of Shares Beneficially Owned		Percentage of Outstanding Common Shares
Tsakos Holdings Foundation(1)		3,223,003		10.9	%
Redmont Trading Corp.(1)		738,001		2.5	%
First Tsakos Investments Inc.(1)		2,485,002		8.4	%
Sea Consolidation S.A. of Panama(2)		1,500,000		5.1	%
Methoni Shipping Company Limited(2)		1,363,702		4.6	%
Intermed Champion S.A. of Panama(2)		813,500		2.8	%
Tsakos Energy Management Ltd.(2)		970,000		3.3	%
All officers and directors as a group (11 persons)(3)		111,969		*


Nominee	Age(1)	Position	Director Since
Efthimios E. Mitropoulos (2)	84	Director	2012
Aristides A. N. Patrinos (2)	76	Director	2006


Director	Age(1)	Position	Director Since
Efstratios Georgios (Takis) Arapoglou(2)(3)	73	Chairman of the Board		2010
Nikolas P. Tsakos	60	Chief Executive Officer, Director		1993
George V. Saroglou	59	President, Chief Operating Officer, Director		2001
Michael G. Jolliffe Denis Petropoulos (2)(3)	74 67	Director, Vice Chairman Director		1993 2018
Karen Purnell (2)	62	Director		2022
Nicholas F. Tommasino (2)(3)	66	Director		2017


Name	Age	Position
Nikolas P. Tsakos	60	Chief Executive Officer
George V. Saroglou	59	President and Chief Operating Officer
Paul Durham	73	Chief Financial Officer and Chief Accounting Officer
Vasileios Papageorgiou	77	Chief Marine Officer


	Page

Reports of Independent Registered Public Accounting Firm (PCAOB ID #1457)		F-2

Consolidated Balance Sheets as of December 31, 2023 and 2022		F-7

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022 and 2021		F-8

Consolidated Statements of Other Comprehensive Income (Loss) for the years ended December 31, 2023, 2022 and 2021		F-9

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022 and 2021		F-10

Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021		F-11

Notes to the Consolidated Financial Statements		F-12


Description of the matter		As of December 31, 2023, the carrying value of the Company’s vessels, including right-of-use assets under operating leases, plus any unamortized dry- docking costs and leasehold improvements (hereinafter, the “carrying value of a vessel or a right-of-use asset”) was $2,675,303 thousands. As discussed in Notes 1(i), 1(q) and 4 to the consolidated financial statements, the Company evaluates its vessels and right-of-use assets under operating leases for impairment, whenever events or changes in circumstances indicate that the carrying value of a vessel or a right-of-use asset, might not be recoverable in accordance with the guidance in ASC 360 – Property, Plant and Equipment (“ASC 360”). If indicators of impairment exist, management compares the carrying value of a vessel or a right of use asset, to its future undiscounted net operating cash flows expected to be generated throughout the remaining useful life of the vessel or over the remaining lease term of the right-of-use asset under operating lease. Where the carrying value of a vessel or a right-of-use asset exceeds its future undiscounted net operating cash flows, management recognizes an impairment loss equal to the excess of its carrying value over its fair value, determined as per ASC 820 — Fair Value Measurements (“ASC 820”). As of December 31, 2023, the Company determined that the carrying value of the Liquified Natural Gas (“LNG”) vessel Neo Energy, was not recoverable and was impaired. The Company determined the fair value of this vessel through a combination of future discounted net operating cash flows and third-party valuations. As a result, the Company recognized a $26,367 thousands impairment charge. Auditing management’s recoverability assessment of the Company’s vessels and right-of use-assets under operating leases and the impairment measurement of vessel Neo Energy were complex, given the judgement and estimation uncertainty involved in determining the assumptions of (i) the future charter rates when forecasting the undiscounted, and for the vessel Neo Energy the discounted, net operating cash flows, and (ii) for the vessel Neo Energy, the discount rate. The future charter rates are subjective as they involve the development and use of assumptions about the tanker and LNG shipping markets through the end of the useful lives of the vessels, or over the remaining lease term for the right-of-use assets under operating leases. Changes in the discount rate may significantly impact the recoverable amount of the vessel Neo Energy and therefore the impairment charge recognized. The future charter rates and discount rate assumptions are forward looking and subject to the inherent unpredictability of future global economic and market conditions.

How we addressed the matter in our audit		We obtained an understanding of the Company’s impairment process, evaluated the design, and tested the operating effectiveness of the controls over the Company’s determination of future charter rates and the discount rate.

		We analyzed management’s impairment assessment by comparing the methodology used to evaluate whether there was an impairment, against the accounting guidance in ASC 360.


		To test management’s future undiscounted net operating cash flows, our procedures included, among others, comparing the future vessel and right-of-use asset under operating lease charter rates for non-contracted revenue days, against internal and external market data sources, such as available market data from various analysts, and historical data for the vessels or right-of-use assets under operating leases.

		To test management’s future discounted net operating cash flows for the vessel Neo Energy, we compared the significant assumptions such as future charter rates for LNGs, used to estimate market participant cash flows, against available external market data sources. We also involved internal valuation professionals with specialized skills and knowledge, who assisted in our evaluation of the Company’s discount rate, by comparing it to independently developed estimates using publicly available data from comparable entities in the LNG sector.

		Our procedures also included performing sensitivity analyses to assess the impact of changes to future charter rates and, for the vessel Neo Energy, the discount rate, in the determination of the future undiscounted and discounted net operating cash flows, evaluating the accuracy of the forecasts by comparing actual results to management’s historical forecasts and testing the completeness and accuracy of the future charter rates data used within the forecasts and the data used to determine the discount rate.


	2023			2022
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	372,032		$	304,367
Restricted cash		4,662			5,072
Margin deposits		4,270			4,270
Trade accounts receivable, net (Note 1(f))		46,698			78,198
Capitalized voyage expenses		1,448			1,904
Due from related parties (Note 2)		5,287			8,889
Advances and other		26,275			15,560
Vessels held for sale (Note 1(j))		20,985			61,626
Inventories		22,513			26,217
Prepaid insurance and other		3,913			6,818
Current portion of financial instruments—Fair value		1,253			193

Total current assets		509,336			513,114

RIGHT OF USE ASSETS UNDER OPERATING LEASES (Note 3)		36,969			58,706
RIGHT OF USE ASSETS UNDER FINANCE LEASES (Note 3)		—			41,851
LONG-TERM RECEIVABLE (Note 3)		23,812			23,307
INVESTMENT IN DEBT SECURITIES		5,064			—
FIXED ASSETS (Note 4)
Advances for vessels under construction		150,575			46,650
Vessels		3,616,223			3,552,607
Accumulated depreciation		(1,016,202	)		(972,032	)
Vessels’ Net Book Value		2,600,021			2,580,575

Total fixed assets		2,750,596			2,627,225

DEFERRED CHARGES AND LEASEHOLD IMPROVEMENTS, net (Note 5)		38,313			44,372

Total assets	$	3,364,090		$	3,308,575

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt and other financial liabilities (Note 6)	$	191,974		$	201,046
Payables		40,207			48,156
Due to related parties (Note 2)		3,558			7,439
Accrued liabilities		33,391			36,196
Unearned revenue (Note 1n)		31,902			26,049
Current portion of obligations under operating leases (Note 3)		21,031			21,737
Current portion of financial liability under operating leases (Note 3)		1,067			1,031
Current portion of financial liability under finance leases (Note 3)		—			28,033
Current portion of financial instruments—Fair value		72			—

Total current liabilities	$	323,202		$	369,687

LONG-TERM DEBT AND OTHER FINANCIAL LIABILITIES, net of current portion (Note 6)		1,370,683			1,376,831
LONG-TERM OBLIGATIONS UNDER OPERATING LEASES (Note 3)		15,937			36,969
FINANCIAL LIABILITY UNDER OPERATING LEASES, net of current portion (Note 3)		1,097			2,164
FINANCIAL INSTRUMENTS—FAIR VALUE, net of current portion		524			5
STOCKHOLDERS’ EQUITY (Note 8)
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 at December 31, 2023 and 3,517,061 Series D Preferred Shares, 4,745,947 Series E Preferred Shares, 6,747,147 Series F Preferred Shares issued and outstanding at December 31, 2022.		11,493			15,010
Common shares, $ 5.00 par value; 60,000,000 shares authorized at December 31, 2023 and December 31, 2022; 30,183,776 shares issued and 29,505,603 shares outstanding at December 31, 2023 and December 31, 2022.		150,919			150,919
Additional paid-in capital		912,214			993,368
Cost of treasury stock		(6,791	)		(6,791	)
Accumulated other comprehensive income		2,485			7,665
Retained earnings		548,237			311,726

Total Tsakos Energy Navigation Limited stockholders’ equity		1,618,557			1,471,897
Non-controlling interest		34,090			51,022
Total stockholders’ equity		1,652,647			1,522,919

Total liabilities and stockholders’ equity	$	3,364,090		$	3,308,575


	2023			2022			2021
VOYAGE REVENUES:	$	889,566		$	860,400		$	546,120
EXPENSES:
Voyage expenses		155,724			209,890			198,078
Charter hire expense		24,680			32,774			30,056
Vessel operating expenses		194,914			190,268			173,277
Depreciation and amortization		144,241			140,821			143,253
General and administrative expenses		33,339			29,854			29,130
(Gain) Loss on sale of vessels (Note 4)		(81,198	)		440			5,817
Impairment charges (Note 4)		26,367			—			86,368

Total expenses		498,067			604,047			665,979

Operating income (loss)		391,499			256,353			(119,859	)

OTHER INCOME (EXPENSES):
Interest and finance costs, net (Note 7)		(100,821	)		(50,253	)		(31,407	)
Interest income		14,582			2,000			703
Other, net		(176	)		366			(18	)

Total other expenses, net		(86,415	)		(47,887	)		(30,722	)

Net income (loss)		305,084			208,466			(150,581	)
Less: Net income attributable to the non-controlling interest		(4,902	)		(4,232	)		(820	)

Net income (loss) attributable to Tsakos Energy Navigation Limited	$	300,182		$	204,234		$	(151,401	)

Effect of preferred dividends (Note 10)		(30,184	)		(34,724	)		(33,603	)
Deemed dividend on Series D Preferred Shares (Note 10)		(3,256	)		—			—
Undistributed income to Series G participants		—			(1,250	)		—
Deemed dividend on partially redeemed Series G Convertible Preferred Shares		—			—			(2,171	)
Net income (loss) attributable to common stockholders of Tsakos Energy Navigation Limited	$	266,742		$	168,260		$	(187,175	)
Earnings (Loss) per share, basic attributable to Tsakos Energy Navigation Limited common stockholders	$	9.04		$	6.02		$	(9.53	)
Earnings (Loss) per share, diluted attributable to Tsakos Energy Navigation Limited common stockholders	$	9.04		$	6.01		$	(9.53	)

Weighted average number of shares, basic		29,505,603			27,970,799			19,650,307

Weighted average number of shares, diluted		29,505,603			28,188,064			19,650,307


	Preferred			Common		Additional Paid-in			Treasury stock						Retained			Accumulated Other Comprehensive			Tsakos Energy Navigation			Non- controlling			Total Stockholders’
	Shares			Shares		Capital			Shares			Amount			Earnings			Income (Loss)			Limited			Interest			Equity
BALANCE December 31, 2020	$	16,640		$	95,973	$	949,090			978,936		$	(9,834	)	$	338,800		$	(36,994	)	$	1,353,675		$	28,143		$	1,381,818
Net (loss) income																(151,401	)					(151,401	)		820			(150,581	)
Partial redemption of Series G Convertible Preferred Shares		(2,156	)				(18,562	)								(2,171	)					(22,889	)		22,889			—
Purchase of Treasury Stock										19,836			(168	)								(168	)					(168	)
Sale of Common Shares					30,248		20,290			(320,599	)		3,211			(273	)					53,476						53,476
Sale of Series D preferred shares		92					2,148															2,240						2,240
Sale of Series E preferred shares		144					3,357															3,501						3,501
Sale of Series F preferred shares		741					17,259															18,000						18,000
Cash dividends paid ($0.10 per common share)																(1,978	)					(1,978	)					(1,978	)
Dividends paid on Class B preferred Shares of Subsidiary																									(864	)		(864	)
Dividends paid on Series D preferred shares																(7,594	)					(7,594	)					(7,594	)
Dividends paid on Series E preferred shares																(10,814	)					(10,814	)					(10,814	)
Dividends paid on Series F preferred shares																(15,010	)					(15,010	)					(15,010	)
Dividends paid on Series G Convertible preferred shares																(54	)					(54	)					(54	)
Other comprehensive income																			19,819			19,819						19,819
BALANCE December 31, 2021	$	15,461		$	126,221	$	973,582			678,173		$	(6,791	)	$	149,505		$	(17,175	)	$	1,240,803		$	50,988		$	1,291,791
Net income																204,234						204,234			4,232			208,466
Issuance of Common Shares		—			23,167		20,674						—									43,841						43,841
Partial redemption of Class B preferred shares of subsidiary																									(2,500	)		(2,500	)
Partial redemption of Series G convertible preferred shares		(459	)		1,531		(1,072	)														—			—
Sale of Series D preferred shares		—					1															1						1
Sale of Series E preferred shares		2					50															52						52
Sale of Series F preferred shares		6					133															139						139
Cash dividends paid ($0.10 per and $0.15 common share)																(7,289	)					(7,289	)					(7,289	)
Dividends paid on Class B preferred shares of subsidiary																									(1,698	)		(1,698	)
Dividends paid on Series D preferred shares																(7,694	)					(7,694	)					(7,694	)
Dividends paid on Series E preferred shares																(10,975	)					(10,975	)					(10,975	)
Dividends paid on Series F preferred shares																(16,024	)					(16,024	)					(16,024	)
Dividends paid on Series G Convertible preferred shares																(31	)					(31	)					(31	)
Other comprehensive income																			24,840			24,840						24,840
BALANCE December 31, 2022	$	15,010		$	150,919	$	993,368			678,173		$	(6,791	)	$	311,726		$	7,665		$	1,471,897		$	51,022		$	1,522,919
Net income																300,182						300,182			4,902			305,084
Redemption of Class B preferred shares of subsidiary																									(20,388	)		(20,388	)
Redemption of Series D preferred shares		(3,517	)		—		(81,154	)					—			(3,256	)					(87,927	)					(87,927	)
Cash dividends paid ($1.0 per common share)																(29,508	)					(29,508	)					(29,508	)
Dividends paid on Class B preferred shares of subsidiary																									(1,446	)		(1,446	)
Dividends paid on Series D preferred shares																(3,907	)					(3,907	)					(3,907	)
Dividends paid on Series E preferred shares																(10,976	)					(10,976	)					(10,976	)
Dividends paid on Series F preferred shares																(16,024	)					(16,024	)					(16,024	)
Other comprehensive loss																			(5,180	)		(5,180	)					(5,180	)
BALANCE December 31, 2023	$	11,493		$	150,919	$	912,214			678,173		$	(6,791	)	$	548,237		$	2,485		$	1,618,557		$	34,090		$	1,652,647


Charterer	2023	2022	2021
A	22%	13%	14%
B	10%	8%	11%
C	9%	8%	8%


Year	Lease Commitment
2024	$	25,958
2025		15,332
2026		4,992
Minimum net lease payments	$	46,282

Less: Present value discount		(7,149	)

Total Obligations under operating leases and financial liability (current and non-current portion)	$	39,133



Facility	2023			2022
Loans		1,411,779			1,417,341
Less: Deferred finance costs, net		(8,046	)		(7,354	)

Total long-term debt		1,403,733			1,409,987

Less: Current portion of debt		(185,516	)		(194,353	)
Add: Deferred finance costs, current portion		2,532			2,272

Long-term debt, net of current portion and deferred finance costs		1,220,749			1,217,906


Year ended December 31, 2023	6.68	%
Year ended December 31, 2022	3.91	%
Year ended December 31, 2021	2.02	%


Loan	Origination Date		Original Amount		Balance at January 1, 2023		New Loans		Prepaid		Repaid		Balance at December 31, 2023
6-year term loan		2014		193,239		25,973		—		25,973		—		—
8-year term loan		2014		39,954		32,322		—		31,026		1,296		—
7-year term loan		2015		44,800		24,000		—		—		24,000		—
12-year term loan		2016		309,824		79,122		—		—		10,069		69,053
7 1/2-year term loan		2017		85,000		56,666		—		—		5,666		51,000
8-year term loan		2018		82,752		70,110		—		—		4,596		65,514
5-year term loan		2018		62,500		41,500		—		38,500		3,000		—
5-year term loan		2019		38,250		11,544		—		—		4,616		6,928
4-year term loan		2019		26,000		13,000		—		10,400		2,600		—
7-year term loan		2019		56,352		50,716		—		—		2,818		47,898
10-year term loan		2019		54,387		48,169		—		—		3,011		45,158
7-year term loan		2019		72,000		57,600		—		—		4,800		52,800
5-year term loan		2019		71,036		54,449		—		25,649		2,400		26,400
5-year term loan		2019		36,000		28,800		—		27,600		1,200		—
5-year term loan		2019		35,000		25,454		—		—		3,182		22,272
5-year term loan		2020		16,800		9,555		—		—		2,730		6,825
5-year term loan		2020		70,000		44,871		—		—		11,217		33,654
5-year term loan		2020		40,000		33,582		—		32,338		1,244		—
6-year term loan		2020		37,500		31,821		—		—		2,652		29,169
5-year term loan		2020		47,000		27,300		—		7,996		7,501		11,803
5-year term loan		2021		44,500		28,318		—		—		8,091		20,227
5-year term loan		2021		26,000		24,000		—		—		2,000		22,000
4-year term loan		2021		38,000		22,974		—		—		3,662		19,312
4-year term loan		2021		48,750		41,750		—		41,750		—		—
7-year term loan		2021		74,500		74,500		—		—		4,173		70,327
5-year term loan		2022		62,000		59,250		—		—		5,500		53,750
6-year term loan		2022		67,500		63,000		—		—		9,000		54,000
5-year term loan		2022		25,200		23,695		—		—		3,010		20,685
8-year term loan		2022		118,400		14,800		103,600		—		—		118,400
5-year term loan		2022		42,000		42,000		—		—		5,442		36,558
6-year term loan		2022		67,500		67,500		—		—		9,000		58,500
5-year term loan		2022		189,000		189,000		—		—		11,812		177,188
5-year term loan		2023		85,000		—		72,274		—		6,547		65,727
5-year term loan		2023		72,150		—		72,150		—		3,006		69,144
5-year term loan		2023		70,000		—		70,000		—		2,850		67,150
5-year term loan		2023		49,000		—		49,000		—		3,063		45,937
8-year term loan		2023		118,400		—		44,400		—		—		44,400

Total						1,417,341		411,424		241,232		175,754		1,411,779


	December 31, 2023			December 31, 2022
Other financial liabilities	$	160,912		$	170,241
Less: Deferred finance costs, net		(1,988	)		(2,351	)

Total other financial liabilities, net		158,924			167,890

Less: Current portion of other financial liabilities		(9,328	)		(9,328	)
Add: Deferred finance costs, current portion		338			363

Other financial liabilities, net of current portion and deferred finance costs	$	149,934		$	158,925


	2023						2022
	Carrying Amount			Fair Value			Carrying Amount			Fair Value
Financial assets (liabilities)
Cash and cash equivalents		372,032			372,032			304,367			304,367
Restricted cash		4,662			4,662			5,072			5,072
Margin deposits		4,270			4,270			4,270			4,270
Long-term receivable (including short-term portion)		23,812			23,812			23,307			23,307
Investment in debt securities		5,064			5,064			—			—
Debt and other financial liabilities		(1,572,692	)		(1,572,692	)		(1,587,582	)		(1,587,582	)


	(Loss) Gain Recognized in Accumulated Other Comprehensive Income (Loss) on Derivative (Effective Portion) Location
		Amount
Derivative		2023			2022			2021
Interest rate swaps			(134	)		28,393			19,627

Reclassification to Interest and finance costs, net due to de-designations			(5,265	)		(3,753	)		—
Reclassification to Depreciation expense			219			200			192

Total			(5,180	)		24,840			19,819


Recurring measurements:	December 31, 2023		December 31, 2022
Interest rate swaps		122		188
Bunker swaps		535		—

		657		188