SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from __________ to __________.
Commission File Number 1-37836-1
INTERNATIONAL SEAWAYS, INC.
(Exact name of registrant as specified in its charter)
Marshall Islands
(State or other jurisdiction of incorporation or organization)
98-0467117
(I.R.S. Employer Identification Number)
600 Third Avenue, 39 th Floor, New York, New York
(Address of principal executive offices)
10016
(Zip Code)
Registrant’s telephone number, including area code: 212-578-1600
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock (no par value)
Name of each exchange on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o
No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o
No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes x
No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes x
No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or emerging
growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of
the Exchange Act. (Check one):
Large accelerated filer o
Smaller reporting company o
Accelerated filer x
Non-accelerated filer o
(Do not check if a smaller reporting
Emerging growth company x
company)
If an emerging growth company, 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. x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o
No x
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of
1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes x
No o
The aggregate market value of the common equity held by non-affiliates of the registrant on June 30, 2017, the last business day of the registrant’s most recently
completed second quarter, was $345,830,880, based on the closing price of $21.67 per share of common stock on the NYSE on that date. For this purpose, all
outstanding shares of common stock have been considered held by non-affiliates, other than the shares beneficially owned by directors, officers and certain 5%
shareholders of the registrant; certain of such persons disclaim that they are affiliates of the registrant.
The number of shares outstanding of the issuer’s common stock, as of March 7, 201 8 : common stock, no par value, 29,107,398 shares.
Portions of the registrant’s definitive proxy statement to be filed by the registrant in connection with its 2018 Annual Meeting of Shareholders are incorporated by
reference in Part III
DOCUMENTS INCORPORATED BY REFERENCE
TABLE OF CONTENTS
Available Information
Forward-Looking Statements
Supplementary Financial Information
Glossary
Business
Overview and Recent Developments
Fleet Operations
Employees
Competition
Environmental and Security Matters Relating to Bulk Shipping
Inspection by Classification Societies
Insurance
Taxation of the Company
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures about Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Exhibits, Financial Statement Schedules
Form 10-K Summary
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.
Signatures
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References in this Annual Report on Form 10-K to the “Company”, “INSW”, “we”, “us”, or “our” refer to International Seaways, Inc. and, unless the context
otherwise requires or otherwise is expressly stated, its subsidiaries. References to “OSG” refer to Overseas Shipholding Group, Inc., our former parent company,
prior to our spin-off on November 30, 2016.
A glossary of shipping terms (the “Glossary”) that should be used as a reference when reading this Annual Report on Form 10-K can be found immediately prior to
Part I. Capitalized terms that are used in this Annual Report are either defined when they are first used or in the Glossary.
All dollar amounts are stated in thousands of U.S. dollars unless otherwise stated.
AVAILABLE INFORMATION
The Company makes available free of charge through its internet website www.intlseas.com, its Annual Report on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended, as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the Securities and Exchange Commission
(the “SEC”). Our website and the information contained on that site, or connected to that site, are not incorporated by reference in this Annual Report on Form 10-
K.
The public may also read and copy any materials the Company files with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C.
20549 (information on the operation of the Public Reference Room is available by calling the SEC at 1-800-SEC-0330). The SEC also maintains a website that
contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at https://www.sec.gov.
The Company also makes available on its website, its corporate governance guidelines, its code of business conduct, insider trading policy, anti-bribery and
corruption policy and charters of the Audit Committee, Human Resources and Compensation Committee and Corporate Governance and Risk Assessment
Committee of the Board of Directors. Neither our website nor the information contained on that site, or connected to that site, is incorporated by reference into this
Annual Report on Form 10-K.
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward looking statements. In addition, we may make or approve certain statements in future filings with the SEC, in
press releases, or oral or written presentations by representatives of the Company. All statements other than statements of historical facts should be considered
forward-looking statements. Words such as “may”, “will”, “should”, “would”, “could”, “appears”, “believe”, “intends”, “expects”, “estimates”, “targeted”,
“plans”, “anticipates”, “goal”, and similar expressions are intended to identify forward-looking statements but should not be considered as the only means through
which these statements may be made. Such forward-looking statements represent the Company’s reasonable expectation with respect to future events or
circumstances based on various factors and are subject to various risks and uncertainties and assumptions relating to the Company’s operations, financial results,
financial condition, business, prospects, growth strategy and liquidity. Accordingly, there are or will be important factors, many of which are beyond the control of
the Company that could cause the Company’s actual results to differ materially from the expectations expressed or implied in these statements. Undue reliance
should not be placed on any forward-looking statements and consideration should be given to the following factors when reviewing such statements. Such factors
include, but are not limited to:
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the highly cyclical nature of INSW’s industry
fluctuations in the market value of vessels;
declines in charter rates, including spot charter rates or other market deterioration;
an increase in the supply of vessels without a commensurate increase in demand;
the impact of adverse weather and natural disasters;
the adequacy of INSW’s insurance to cover its losses, including in connection with maritime accidents or spill events;
constraints on capital availability;
changing economic, political and governmental conditions in the United States and/or abroad and general conditions in the oil and natural gas industry;
changes in fuel prices;
acts of piracy on ocean-going vessels;
terrorist attacks and international hostilities and instability;
the impact of public health threats and outbreaks of highly communicable diseases;
the effect of the Company’s indebtedness on its ability to finance operations, pursue desirable business operations and successfully run its business in the
future;
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the Company’s ability to generate sufficient cash to service its indebtedness and to comply with debt covenants;
the Company’s ability to make additional capital expenditures to expand the number of vessels in its fleet, and to maintain all of its vessels and to comply
with existing and new regulatory standards;
the availability and cost of third party service providers for technical and commercial management of the Company’s fleet;
fluctuations in the contributions of the Company’s joint ventures to its profits and losses;
the Company’s ability to renew its time charters when they expire or to enter into new time charters;
termination or change in the nature of the Company’s relationship with any of the commercial pools in which it participates and the ability of such
commercial pools to pursue a profitable chartering strategy;
competition within the Company’s industry and INSW’s ability to compete effectively for charters with companies with greater resources;
the loss of a large customer or significant business relationship;
the Company’s ability to realize benefits from its past acquisitions or acquisitions or other strategic transactions it may make in the future;
increasing operating costs and capital expenses as the Company’s vessels age, including increases due to limited shipbuilder warranties or the
consolidation of suppliers;
the Company’s ability to replace its operating leases on favorable terms, or at all;
changes in credit risk with respect to the Company’s counterparties on contracts;
the failure of contract counterparties to meet their obligations;
the Company’s ability to attract, retain and motivate key employees;
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· work stoppages or other labor disruptions by employees of INSW or other companies in related industries;
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unexpected drydock costs;
the potential for technological innovation to reduce the value of the Company’s vessels and charter income derived therefrom;
the impact of an interruption in or failure of the Company’s information technology and communication systems upon the Company’s ability to operate;
seasonal variations in INSW’s revenues;
government requisition of the Company’s vessels during a period of war or emergency;
the Company’s compliance with complex laws, regulations and in particular, environmental laws and regulations, including those relating to the emission
of greenhouse gases and ballast water treatment;
any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977 or other applicable regulations relating to bribery or corruption;
the impact of litigation, government inquiries and investigations;
governmental claims against the Company;
the arrest of INSW’s vessels by maritime claimants;
changes in laws, treaties or regulations;
the impact that Brexit might have on global trading parties.
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Investors should carefully consider these risk factors and the additional risk factors outlined in more detail in this Annual Report on Form 10-K and in other reports
hereafter filed by the Company with the SEC under the caption “Risk Factors.” The Company assumes no obligation to update or revise any forward looking
statements. Forward looking statements in this Annual Report on Form 10-K and written and oral forward looking statements attributable to the Company or its
representatives after the date of this Annual Report on Form 10-K are qualified in their entirety by the cautionary statement contained in this paragraph and in other
reports hereafter filed by the Company with the SEC.
SUPPLEMENTARY FINANCIAL INFORMATION
The Company reports its financial results in accordance with generally accepted accounting principles of the United States of America (“GAAP”). However, the
Company has included certain non-GAAP financial measures and ratios, which it believes provide useful information to both management and readers of this
report in measuring the financial performance and financial condition of the Company. These measures do not have a standardized meaning prescribed by GAAP
and, therefore, may not be comparable to similarly titled measures presented by other publicly traded companies, nor should they be construed as an alternative to
other titled measures determined in accordance with GAAP.
The Company presents three non-GAAP financial measures: time charter equivalent revenues, EBITDA and Adjusted EBITDA. Time charter equivalent revenues
represent shipping revenues less voyage expenses, as a measure to compare revenue generated from a voyage charter to revenue generated from a time charter.
EBITDA represents net income/(loss) before interest expense and income taxes and depreciation and amortization expense. Adjusted EBITDA consists of
EBITDA adjusted for the impact of certain items that we do not consider indicative of our ongoing operating performance.
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This Annual Report on Form 10-K includes industry data and forecasts that we have prepared based, in part, on information obtained from industry publications
and surveys. Third-party industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed
to be reliable. In addition, certain statements regarding our market position in this report are based on information derived from the Company’s market studies and
research reports. Unless we state otherwise, statements about the Company’s relative competitive position in this report are based on our management's beliefs,
internal studies and management's knowledge of industry trends.
GLOSSARY
Unless otherwise noted or indicated by the context, the following terms used in the Annual Report on Form 10-K have the following meanings:
Aframax—A medium size crude oil tanker of approximately 80,000 to 120,000 deadweight tons. Aframaxes can generally transport from 500,000 to 800,000
barrels of crude oil and are also used in Lightering. A coated Aframax operating in the refined petroleum products trades may be referred to as an LR2.
Ballast — Any heavy material, including water, carried temporarily or permanently in a vessel to provide desired draft and stability.
Bareboat charter—A charter under which a customer pays a fixed daily or monthly rate for a fixed period of time for use of the vessel. The customer pays all costs
of operating the vessel, including voyage and vessel expenses. Bareboat charters are usually long term.
b/d—Barrels per day.
Charter—Contract entered into with a customer for the use of the vessel for a specific voyage at a specific rate per unit of cargo (“Voyage Charter”), or for a
specific period of time at a specific rate per unit (day or month) of time (“Time Charter”).
Classification Societies—Organizations that establish and administer standards for the design, construction and operational maintenance of vessels. As a practical
matter, vessels cannot trade unless they meet these standards.
Commercial management or commercially managed—The management of the employment, or chartering, of a vessel and associated functions, including seeking
and negotiating employment for vessels, billing and collecting revenues, issuing voyage instructions, purchasing fuel, and appointing port agents.
Commercial management agreements or CMA — A contract under which the commercial management of a vessel is outsourced to a third-party service provider.
Commercial pool—A commercial pool is a group of similar size and quality vessels with different shipowners that are placed under one administrator or manager.
Pools allow for scheduling and other operating efficiencies such as multi-legged charters and contracts of affreightment and other operating efficiencies.
Contract of affreightment or COA—An agreement providing for the transportation between specified points for a specific quantity of cargo over a specific time
period but without designating specific vessels or voyage schedules, thereby allowing flexibility in scheduling since no vessel designation is required. COAs can
either have a fixed rate or a market-related rate. One example would be two shipments of 70,000 tons per month for two years at the prevailing spot rate at the time
of each loading.
Crude oil—Oil in its natural state that has not been refined or altered.
Cubic meters or cbm—The industry standard for measuring the carrying capacity of an LNG Carrier.
Deadweight tons or dwt—The unit of measurement used to represent cargo carrying capacity of a vessel, but including the weight of consumables such as fuel,
lube oil, drinking water and stores.
Demurrage—Additional revenue paid to the shipowner on its Voyage Charters for delays experienced in loading and/or unloading cargo that are not deemed to be
the responsibility of the shipowner, calculated in accordance with specific Charter terms.
Double hull—A hull construction design in which a vessel has an inner and an outer side and bottom separated by void space, usually two meters in width.
Drydocking—An out-of-service period during which planned repairs and maintenance are carried out, including all underwater maintenance such as external hull
painting. During the drydocking, certain mandatory Classification Society inspections are carried out and relevant certifications issued. Normally, as the age of a
vessel increases, the cost and frequency of drydockings increase.
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Exclusive Economic Zone—An area that extends up to 200 nautical miles beyond the territorial sea of a state’s coastline (land at lowest tide) over which the state
has sovereign rights for the purpose of exploring, exploiting, conserving and managing natural resources.
Floating Storage Offloading Unit or FSO—A converted or new build barge or tanker, moored at a location to receive crude or other products for storage and
transfer purposes. FSOs are not equipped with processing facilities.
Handysize Product Carrier—A small size Product Carrier of approximately 29,000 to 45,000 deadweight tons. This type of vessel generally operates on shorter
routes (short haul).
International Energy Agency or IEA — An intergovernmental organization established in the framework of the Organization for Economic Co-operation and
Development in 1974. Among other things, the IEA provides research, statistics, analysis and recommendations relating to energy.
International Maritime Organization or IMO—An agency of the United Nations, which is the body that is responsible for the administration of internationally
developed maritime safety and pollution treaties, including MARPOL.
International Flag—International law requires that every merchant vessel be registered in a country. International Flag vessel refers to those vessels that are
registered under a flag other that of the United States.
International Flag fleet—Our fleet.
Lightering—The process of off-loading crude oil or petroleum products from large size tankers, typically VLCCs, into smaller tankers and/or barges for discharge
in ports from which the larger tankers are restricted due to the depth of the water, narrow entrances or small berths.
LNG carrier—A vessel designed to carry liquefied natural gas, that is, natural gas cooled to −163° centigrade, turning it into a liquid and reducing its volume to
1/600 of its volume in gaseous form. LNG is the abbreviation for liquefied natural gas.
LR1—A coated Panamax tanker. LR is an abbreviation of Long Range.
LR2—A coated Aframax tanker.
MARPOL—International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto. This convention
includes regulations aimed at preventing and minimizing pollution from ships by accident and by routine operations.
MR—An abbreviation for Medium Range. Certain types of vessel, such as a Product Carrier of approximately 45,000 to 53,000 deadweight tons, generally operate
on medium-range routes.
OECD—Organization for Economic Cooperation and Development is a group of developed countries in North America, Europe and Asia.
OPEC—Organization of Petroleum Exporting Countries, which is an international organization established to coordinate and unify the petroleum policies of its
members.
P&I insurance or P&I—Protection and indemnity insurance, commonly known as P&I insurance, is a form of marine insurance provided by a P&I club. A P&I
club is a mutual (i.e., a co-operative) insurance association that provides cover for its members, who will typically be ship-owners, ship-operators or demise
charterers.
Panamax—A medium size vessel of approximately 53,000 to 80,000 deadweight tons. A coated Panamax operating in the refined petroleum products trades may
be referred to as an LR1.
Product Carrier—General term that applies to any tanker that is used to transport refined oil products, such as gasoline, jet fuel or heating oil.
Safety Management System or SMS—A framework of processes and procedures that addresses a spectrum of operational risks associated with quality,
environment, health and safety. The SMS is certified by ISM (International Safety Management Code), ISO 9001 (Quality Management) and ISO 14001
(Environmental Management).
Scrapping—The disposal of vessels by demolition for scrap metal.
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Special Survey—An extensive inspection of a vessel by classification society surveyors that must be completed once within every five year period. Special surveys
require a vessel to be drydocked.
Suezmax—A large crude oil tanker of approximately 120,000 to 200,000 deadweight tons. Suezmaxes can generally transport about one million barrels of crude
oil.
Technical Management or technically managed—The management of the operation of a vessel, including physically maintaining the vessel, maintaining necessary
certifications, and supplying necessary stores, spares, and lubricating oils. Responsibilities also generally include selecting, engaging and training crew, and
arranging necessary insurance coverage.
Time Charter—A Charter under which a customer pays a fixed daily or monthly rate for a fixed period of time for use of the vessel. Subject to any restrictions in
the Charter, the customer decides the type and quantity of cargo to be carried and the ports of loading and unloading. The customer pays all voyage expenses such
as fuel, canal tolls, and port charges. The shipowner pays all vessel expenses such as the technical management expenses.
Time Charter Equivalent or TCE—TCE is the abbreviation for time charter equivalent. TCE revenues, which is voyage revenues less voyage expenses, serves as
an industry standard for measuring and managing fleet revenue and comparing results between geographical regions and among competitors.
Ton-mile demand—A calculation that multiplies the average distance of each route a tanker travels by the volume of cargo moved. The greater the increase in long
haul movement compared with shorter haul movements, the higher the increase in ton-mile demand.
ULCC—ULCC is an abbreviation for Ultra Large Crude Carrier, a crude oil tanker of more than 350,000 deadweight tons. ULCCs can transport approximately
three million barrels of crude oil and are mainly used on the same long haul routes as VLCCs or for storage.
U.S. Coast Guard or USCG—The United States Coast Guard.
Vessel expenses—Includes crew costs, vessel stores and supplies, lubricating oils, maintenance and repairs, insurance and communication costs associated with the
operations of vessels.
VLCC—VLCC is the abbreviation for Very Large Crude Carrier, a large crude oil tanker of approximately 200,000 to 320,000 deadweight tons. VLCCs can
generally transport two million barrels or more of crude oil. These vessels are mainly used on the longest (long haul) routes from the Arabian Gulf to North
America, Europe, and Asia, and from West Africa to the United States and Far Eastern destinations.
Voyage Charter—A Charter under which a customer pays a transportation charge for the movement of a specific cargo between two or more specified ports. The
shipowner pays all Voyage Expenses, and all Vessel Expenses, unless the vessel to which the Charter relates has been time chartered in. The customer is liable for
Demurrage, if incurred.
Voyage Expenses—Includes fuel, port charges, canal tolls, cargo handling operations and brokerage commissions paid by the Company under Voyage Charters.
These expenses are subtracted from shipping revenues to calculate TCE revenues for Voyage Charters.
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ITEM 1. BUSINESS
OVERVIEW AND RECENT DEVELOPMENTS
PART I
International Seaways, Inc., a Marshall Islands corporation incorporated in 1999, and its wholly owned subsidiaries own and operate a fleet of oceangoing vessels
engaged primarily in the transportation of crude oil and petroleum products in the International Flag trades. At December 31, 2017, the Company owned or
operated a fleet of 55 vessels (totaling an aggregate of 7.0 million dwt and 864,800 cbm), all of which operated in the International Flag market. The Marshall
Islands is the principal flag of registry of the Company’s vessels. Additional information about the Company’s fleet, including its ownership profile, is set forth
under “— Fleet Operations — Fleet Summary,” as well as on the Company’s website, www.intlseas.com
. Neither our website nor the information contained on
that site, or connected to that site, is incorporated by reference in this Annual Report on Form 10-K, except to the extent otherwise included herein.
The Company’s vessel operations are organized into two segments: Crude Tankers and Product Carriers. Our 55-vessel fleet consists of ULCC, VLCC, Suezmax,
Aframax, and Panamax crude tankers, as well as LR1, LR2 and MR product carriers. Through joint venture partnerships, our fleet also includes ownership interests
in four LNG carriers and two FSO service vessels (together the “JV Vessels”).
INSW generally charters its vessels to customers either for specific voyages at spot rates through the services of pools or for specific periods of time at fixed daily
amounts through time charters or bareboat charters. Spot market rates are highly volatile, while time charter and bareboat charter rates provide more predictable
streams of TCE revenues because they are fixed for specific periods of time. For a more detailed discussion on factors influencing spot and time charter markets,
see “— Fleet Operations — Commercial Management” below.
Fleet Renewal
In line with the Company’s overall fleet growth and renewal strategy, during 2017 the Company acquired two 2017-built Suezmax tankers and a 2010-built VLCC
tanker and entered into agreements to sell four MRs with build dates ranging from 2001 to 2004 and an average age of 14.7 years. Two of these MRs were
delivered to buyers during 2017 and the remaining two were delivered to buyers during the first quarter of 2018.
In December 2017, the Company entered into a binding Letter of Intent (“LOI”) to acquire the holding companies for six 300,000 DWT VLCCs with an average
age of 1.7 years from Euronav NV (“Euronav”) in connection with the closing of Euronav’s announced acquisition of Gener8 Maritime, Inc. (“GNRT”). The
purchase price for the six-vessel acquisition is $434,000, inclusive of assumed debt. The transaction is subject to a number of closing conditions, including (i)
consummation of Euronav’s announced acquisition of GNRT, (ii) amendment of the Company’s existing credit facility as required to consummate the transaction,
(iii) the Company’s receipt of financing necessary to consummate the transaction, (iv) completion of the Company’s due diligence to its reasonable satisfaction, (v)
execution of a definitive stock purchase agreement and (vi) receipt of all required third-party consents, third-party approvals and regulatory approvals. The
transaction is expected to close in the second quarter of 2018. Either party is permitted to terminate the LOI on or after March 31, 2018 if the parties have not
entered into a definitive stock purchase agreement by such date and the party terminating the LOI is not otherwise in breach thereof. INSW intends to fund the
transaction with a combination of available liquidity, the assumption of all or part of the debt currently secured by the vessels and/or new third-party financing.
Following the closing of the transaction, the Company is expected to have a total fleet of 59 vessels, which reflects the sales in 2018 of the two MRs discussed
above.
Spin-off from OSG
On November 30, 2016 (the “Distribution Date”), OSG completed the separation of its business into two independent publicly-traded companies through the
spinoff of INSW (the “Distribution”). The spin-off transaction was in the form of a pro rata dividend of 100% of the common stock of INSW to holders of OSG
common stock and warrants. Effective as of 5:00 p.m., New York time, on the Distribution Date, our common stock was distributed, on a pro rata basis, to OSG’s
stockholders and warrant holders of record as of 5:00 p.m., New York time, on November 18, 2016 (the “Record Date”). On the Distribution Date, each holder of
OSG common stock received 0.3333 shares of our common stock for every share of OSG common stock held on the Record Date. Each holder of OSG warrants
received 0.3333 shares of our common stock for every one share of OSG common stock they would have received if they exercised their warrants immediately
prior to the Distribution (or 0.063327 INSW shares per warrant), treating such warrants on an as exercised basis without deduction for the exercise price of such
warrants. Fractional shares of our common stock were not distributed in the spin-off. Holders of OSG common stock and warrants received cash in lieu of
fractional shares of our common stock.
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International Seaways, Inc.
Strategy
Our primary objective is to maximize stockholder value through the shipping industry cycles by generating strong cash flows through the combination of higher
returns available from time to time in the spot market from our participation in commercial pools and with selective short term charters; maintaining cash flows
from our joint venture investments; actively managing the size and composition of our fleet over the course of market cycles to increase investment returns and
available capital; and entering into value-creating transactions. The key elements of our strategy are:
Generate strong cash flows by capitalizing on our long-standing customer relationships.
We believe we are well-positioned to generate strong cash flows by identifying and taking advantage of attractive chartering opportunities in the International Flag
market. Our fleet maintains one of the largest global footprints in the tanker market. Our market position allows us or the commercial pools in which we participate
to maintain our long-standing relationships with many of the largest energy companies, which in some cases date back for more than 17 years. We selectively seek
out time charters on certain of our vessels, usually one to two years, to oil companies, traders and our partners to complement our spot market exposure. We will
continue to pursue an overall chartering strategy which blends a substantial spot rate exposure that provides us with higher returns when the more volatile spot
market is stronger with short-term time charters that provide more stable cash flows.
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Significantly enhance cash flows through spot market exposure and participation in commercial pools.
We expect to continue to deploy the majority of our fleet on a spot rate basis to benefit from market volatility and what we believe are the traditionally
higher returns the spot market offers compared with time charters. We believe this strategy presently offers significant upside exposure to the spot market
and an opportunity to capture enhanced profit margins at times when vessel demand exceeds supply. We also anticipate continuing to use commercial
pools as our principal means of participation in the spot market. We currently participate in seven commercial pools — Tankers International (“TI”),
Sigma Tankers (“SIGMA”), Blue Fin Tankers (“BLUE FIN”), Panamax International (“PI”), Clean Products Tankers Alliance (“CPTA”), Navig8 Tankers
– Alpha 8 (“NAVIG8-ALPHA8”) and Navig8 Tankers – MR (“NAVIG8-MR”) — each selected for specific expertise in its respective market. Our
continued participation in pools allows us to benefit from economies of scale and higher vessel utilization rates, resulting in TCE revenues that exceed
those we believe could be achieved operating those vessels outside of a commercial pool.
· Generate stable cash flows through time charters.
We seek to selectively employ a portion of our vessels on short-term time charters that provide consistent cash flows. One of our VLCCs, the Overseas
Sakura, is on charter to a major oil company through April 2018 and six of our Panamax/LR1s are on time charters to our partners in the PI pool that
expire between June 2018 and August 2018. We may seek to place other tonnage on time charters, for storage or transport, when we can do so at attractive
rates.
Actively manage our fleet to maximize return on capital over market cycles.
We will continue to actively manage the size and composition of our fleet through opportunistic accretive acquisitions and dispositions as part of our effort to
achieve above-market returns on capital for our vessel assets and renew our fleet. Using our commercial, financial and operational expertise, we will continue to
execute on our plan to opportunistically grow our fleet through the timely and selective acquisition of high-quality secondhand vessels or existing newbuild
contracts when we believe those acquisitions will result in attractive returns on invested capital and increased cash flow. We also intend to continue to engage in
opportunistic dispositions where we can achieve attractive values for our vessels relative to their anticipated future earnings from operations as we assess the
market cycle. Taken together, we believe these activities have and will continue to help us maintain a diverse, high-quality and modern fleet of crude oil and
refined product vessels with an enhanced return on invested capital. We believe our diverse and versatile fleet, our experience and our long-standing relationships
with participants in the crude and refined product shipping industry, position us to identify and take advantage of attractive acquisition opportunities in any vessel
class in the international market.
2
International Seaways, Inc.
Maintain a strong and flexible financial profile.
As of December 31, 2017, we had total liquidity on a consolidated basis of $91 million, comprised of $71 million of cash (including $11 million of restricted cash)
and $20 million of remaining undrawn revolver capacity. We seek to maintain a strong balance sheet as we believe it will provide financial flexibility to take
advantage of attractive strategic opportunities we may identify during the low end of the tanker cycle to increase our asset base and earnings potential.
Customers
INSW’s ultimate customers, including those of the pools in which we participate, include major independent and state-owned oil companies, oil traders, refinery
operators and international government entities.
FLEET OPERATIONS
Fleet Summary
As of December 31, 2017, INSW’s operating fleet consisted of 55 vessels, 43 of which were owned and 6 of which were chartered in. In addition, through joint
venture partnerships, INSW has ownership interests in six vessels. Vessels chartered-in include bareboat charters and time charters. The six chartered-in vessels are
currently scheduled to be redelivered to their owners between April 2018 and July 2018. Certain of the charters provide INSW with renewal and purchase options,
which are currently at above-market levels. See Note 15, “Leases,” to the Company’s consolidated financial statements set forth in Item 8, “Financial Statements
and Supplementary Data,” for additional information relating to the Company’s chartered-in vessels. The Company’s fleet list excludes vessels chartered-in where
the duration of the charter was one year or less at inception.
Vessels Owned
Vessels Chartered-in (1)
Total at December 31, 2017
Weighted
by
Weighted
by
Number
Ownership
Number
Ownership
Total
Vessels
Vessels
Weighted by
Ownership
Total Dwt (2)
Vessel Fleet and Type
International Flag Fleet
Crude Tankers
VLCC and ULCC
Suezmax
Aframax
Panamax
Total
Product Carriers
LR2
LR1
MR (3)
Total
Total
Owned
and
Operated
Fleet
JV Vessels
FSO
LNG Fleet
10
2
7
8
27
1
4
11
16
43
2
4
10.0
2.0
7.0
8.0
27.0
1.0
4.0
11.0
16
43.0
1.0
2.0
-
-
-
-
-
-
-
6
6
6
-
-
6
-
-
-
-
-
-
-
6.0
6.0
6.0
-
-
10
2
7
8
27
1
4
17
22
49
2
4
10.0
2.0
7.0
8.0
27.0
1.0
4.0
17.0
22.0
49.0
1.0
2.0
6.0
55
52.0
3,194,100
316,864
787,859
555,504
4,854,327
109,999
297,710
822,748
1,230,457
6,084,784
873,916
864,800 cbm
6,958,700
and 864,800 cbm
Total
Operating
Fleet
49
46.0
(1)
Includes both bareboat charters and time charters, but excludes vessels chartered in where the duration of the charter was one year or less at
inception.
(2) LNG Carrier capacity described in cbm.
(3)
Includes a 2002-built MR which was held for sale as of December 31, 2017 and a 2004-built MR, both of which were delivered to buyers during the
first quarter of 2018.
Business Segments
The bulk shipping of crude oil and refined petroleum products has many distinct market segments based largely on the size and design configuration of vessels
required and, in some cases, on the flag of registry. Freight rates in each market segment are determined by a variety of factors affecting the supply and demand for
suitable vessels. Tankers and Product Carriers are not bound to specific ports or schedules and therefore can respond to market opportunities by moving between
trades and geographical areas. The Company has established two reportable business segments: Crude Tankers and Product Carriers.
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International Seaways, Inc.
For additional information regarding the Company’s two reportable segments for the three years ended December 31, 2017, see Note 4, “Business and Segment
Reporting,” to the Company’s consolidated financial statements set forth in Item 8, “Financial Statements and Supplementary Data.”
Crude Tankers and Product Carriers
Our Crude Tankers reportable business segment is made up of a ULCC and a fleet of VLCCs, Suezmaxes, Aframaxes and Panamaxes engaged in the worldwide
transportation of unrefined petroleum. This segment also includes our crude tankers lightering business. Our Product Carriers reportable business segment consists
of a fleet of MRs, LR1s and an LR2 engaged in the worldwide transportation of crude and refined petroleum products. Our diverse fleet gives INSW the ability to
provide a broad range of services to global customers.
Refined petroleum product cargoes are transported from refineries to consuming markets characterized by both long and short-haul routes. The market for these
product cargoes is driven by global refinery capacity, changes in consumer demand and product specifications and cargo arbitrage opportunities. In contrast to the
crude oil tanker market, the refined petroleum trades are more complex due to the diverse nature of product cargoes, which include gasoline, diesel and jet fuel,
home heating oil, vegetable oils and organic chemicals (e.g., methanol and ethylene glycols). The trades require crews to have specialized certifications. Customer
vetting requirements can be more rigorous and, in general, vessel operations are more complex due to the fact that refineries can be in closer proximity to
importing nations, resulting in more frequent port calls and discharging, cleaning and loading operations than crude oil tankers. Most of the Company’s MR
product carriers are IMO III compliant, allowing those vessels to carry edible oils, such as palm and vegetable oil, increasing flexibility when switching between
cargo grades.
In order to enhance vessel utilization and TCE revenues, the Company has deployed its International Crude Tankers and Product Carriers into various commercial
pools, commercial management agreements and time charters. See “— Commercial Pools and other Commercial Management Arrangements” below.
Commercial Management
Spot
Market
Voyage charters, including vessels operating in commercial pools that predominantly operate in the spot market, constituted 80% of the Company’s aggregate TCE
revenues in 2017, 76% in 2016 and 90% in 2015. Accordingly, the Company’s shipping revenues are significantly affected by the amount of available tonnage
both at the time such tonnage is required and over the period of projected use, and the levels of seaborne and shore-based inventories of crude oil and refined
products.
Seasonal trends affect world oil consumption and consequently vessel demand. While trends in consumption vary with seasons, peaks in demand quite often
precede the seasonal consumption peaks as refiners and suppliers try to anticipate consumer demand. Seasonal peaks in oil demand have been principally driven by
increased demand prior to Northern Hemisphere winters and increased demand for gasoline prior to the summer driving season in the United States. Available
tonnage is affected over time by the volume of newbuilding deliveries, the number of tankers used to store clean products and crude oil, and the removal
(principally through scrapping or conversion) of existing vessels from service. Scrapping is affected by the level of freight rates, scrap prices, vetting standards
established by charterers and terminals and by international and U.S. governmental regulations that establish maintenance standards and regulatory compliance
standards.
Time
and
Bareboat
Charter
Market
The Company’s operating fleet currently includes a number of vessels that operate on time charters. Within a contract period, time charters provide a predictable
level of revenues without the fluctuations inherent in spot-market rates. Once a time charter expires, however, the ability to secure a new time charter may be
uncertain and subject to market conditions at such time. Time and bareboat charters constituted 20% of the Company’s TCE revenues in 2017, 24% in 2016, and
10% in 2015. In 2017, our two FSO joint venture vessels commenced five-year service contracts expiring 2022 and our four LNG joint venture vessels are
employed under 25-year time charters that expire between 2032 and 2033, with two five-year option periods thereafter.
Commercial
Pools
and
other
Commercial
Management
Arrangements
The Company currently utilizes third-party managed pools as the principal commercial strategy for its vessels. By operating a large number of vessels as an
integrated transportation system, commercial pools offer customers greater flexibility and a higher level of service while achieving scheduling efficiencies. Pools
are commercially managed by experienced commercial operators that, among other things, arrange charters for the vessels participating in the pool in exchange for
an administrative fee. Technical management is performed or outsourced by each shipowner. The pools collect revenue from customers, pay voyage-related
expenses, and distribute TCE revenues to the participants after deducting administrative fees, according to formulas that capture the contribution of each vessel to
the pool by:
4
International Seaways, Inc.
·
·
·
·
first summarizing the earnings capacity of each vessel (as determined by the pool operator based largely on the physical characteristics and fuel
consumption) to a number of “points;”
second, multiplying each vessel’s “points” by the number of days that vessel operated during a specified period (the “Vessel Contribution”);
third, multiplying the total number of points of all vessels in the pool by the total number of days all vessels in the pool operated (the “Total
Earnings”); and
fourth, dividing the Vessel Contribution by the Total Earnings.
Pools negotiate charters with customers primarily in the spot market. The size and scope of these pools enable them to enhance utilization for pool vessels by
securing backhaul voyages and Contracts of Affreightment (“COAs”), thereby reducing wait time, generating higher effective TCE revenues than might be
otherwise obtainable in the spot market and providing a higher level of service to customers.
The Company also employs third-party commercial managers on a limited basis for some of its ships in the spot market through Commercial Management
Agreements (“CMAs”). Under the CMAs, the manager collects revenue, pays for voyage related expenses and distributes the actual voyage results for each
individual ship under management and receives a management fee.
The table below summarizes the commercial deployment of INSW’s conventional tanker fleet as of December 31, 2017. This table excludes (i) a 2002-built MR,
which was held for sale as of December 31, 2017 and subsequently delivered to its buyer in January 2018; and (ii) a ULCC, which was redelivered from an expired
time charter-out in December 2017 and seeking new employment as of December 31, 2017.
Vessel Class
Commercial Deployment
Tankers International (1)
Sigma Tankers
Blue Fin Tankers
Panamax International
Navig8 Tankers - Alpha8
Navig8 Tankers - MR
Clean Product Tankers Alliance
Time / Bareboat charter-out
Commercial Management Agreements
Total
ULCC /
VLCC Suezmax Aframax Panamax
-
-
2
-
-
-
-
-
-
2
-
7
-
-
-
-
-
-
-
7
7
-
-
-
-
-
-
1
1
9
-
-
-
2
-
-
-
6
-
8
LR2
LR1
-
-
-
-
1
-
-
-
-
1
MR
-
-
-
4
-
-
-
-
-
4
-
-
-
-
-
2
13
1
-
16
Total
7
7
2
6
1
2
13
8
1
47
(1) Assuming all the VLCCs to be acquired upon the completion of the proposed Euronav-GNRT merger transaction (including the 6 vessels we intend to
acquire) are added to the TI Pool, we believe the increased size of TI Pool’s fleet and the resulting fleet efficiencies gained will provide greater options for
cargo end-users and enhance pool earnings by increasing cargo triangulation opportunities.
Technical Management
We have agreements with a third-party manager to outsource the technical management of the Company’s conventional tanker fleet. The manager supervises the
technical management of our vessels to ensure consistent quality and integrity of our operations. Experienced crews are dedicated within the technical manager’s
organization to serve only on our vessels. We continue to hire the crew, with the manager acting as agent on our behalf.
In addition to regular maintenance and repair, crews onboard each vessel and shore side personnel must ensure that the vessels in the Company’s fleet meet or
exceed regulatory standards established by organizations such as the International Maritime Organization and the U.S. Coast Guard.
The JV Vessels are technically managed by the Company’s joint venture partners.
5
International Seaways, Inc.
Joint Ventures
The Company also has interests in the following joint ventures:
·
·
The Company has a 50% interest in two joint ventures with Euronav NV, each of which owns an FSO service vessel (collectively the “FSO Joint
Venture”). North Oil Company (“NOC”) awarded service contracts for the joint venture to provide two vessels to NOC to perform FSO services in the Al
Shaheen Field off the shore of Qatar until 2022. The two custom-made FSO service vessels, each having a capacity of three million barrels, have been
serving the Al Shaheen field without interruption since 2010. In accordance with the terms of the service contracts under which the two FSO vessels
currently operate, the daily rate of hire during the charter term is the sum of the capital expenditure element of hire plus the operating expenditure element
of hire. The operating expenditure element of hire is subject to escalation, as provided in the charter. The long-term bank financing obtained by the FSO
Joint Venture was paid off at maturity in July 2017.
The Company has a 49.9% interest in a joint venture with Qatar Gas Transport Company Limited (Nakilat), which owns four 216,000 cbm LNG Carriers
(the “LNG Joint Venture”). These LNG Carriers are chartered out to Qatar Liquefied Gas Company Limited (2) under 25-year time charters that expire
between 2032 and 2033. Each charter provides the charterer with options to (i) extend the respective charter for up to ten additional years at amounts set
in the charter and (ii) purchase the vessel during the charter term at amounts set in the charter which decline over the period of the charter. In accordance
with the terms of the charter, the daily rate of hire during the charter term is the sum of the capital expenditure element of hire plus the operating
expenditure element of hire. The operating expenditure element of hire is subject to escalation, as provided in the charter.
The long-term bank financing obtained by the LNG Joint Venture is secured by the joint venture’s vessels and bears interest at LIBOR plus a margin of
67.5 or 90 basis points. The loans are repayable in equal quarterly installments with a final balloon payment of $85 million (per LNG Carrier) due on the
fifteenth anniversary of such vessel delivery, which occurred between 2007 and 2008.
See Item 1A, “Risk Factors — Risks Related to Our Company — The contribution of the Company’s joint ventures to its profits and losses may fluctuate, which
could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows” for a discussion of certain risks and
uncertainties involving the joint venture operations.
Safety
The Company is committed to providing safe, reliable and environmentally sound transportation to its customers. Integral to meeting standards mandated by
worldwide regulators and customers is the ship manager’s use of robust Safety Management Systems (“SMS”). The SMS is a framework of processes and
procedures that addresses a spectrum of operational risks associated with quality, environment, health and safety. The SMS is certified by the International Safety
Management Code (“ISM Code”), promulgated by the IMO and the International Standards Organization (“ISO”), ISO 9001 (Quality Management) and ISO
14001 (Environmental Management). To support a culture of compliance and transparency, INSW has an open reporting system on all of its ships, whereby
seafarers can anonymously report possible violations of INSW’s or its third-party technical manager’s policies and procedures. All open reports are investigated
and appropriate actions are taken when necessary.
EMPLOYEES
As of December 31, 2017, the Company had approximately 1,577 employees comprised of 1,536 seafarers employed on INSW’s fleet and 41 shore side staff. The
seafarers are hired by the technical manager acting as agent for the individual ship owning companies, each of which is a subsidiary of INSW.
COMPETITION
The shipping industry is highly competitive and fragmented. INSW competes with other owners of International Flag tankers, including other independent
shipowners, integrated oil companies and state-owned entities with their own fleets, and oil traders with logistical operations and pipelines. INSW’s vessels
compete with all other vessels of a size and type required by the customer that can be available at the date and location specified. In the spot market, competition is
based primarily on price, cargo quantity and cargo type, although charterers are selective with respect to the quality of the vessels they hire considering other key
factors such as the reliability, quality and efficiency of operations. In the time charter market, factors such as the age and quality of the vessel and reputation of its
owner and operator tend to be even more significant when competing for business.
6
International Seaways, Inc.
ENVIRONMENTAL AND SECURITY MATTERS RELATING TO BULK SHIPPING
Government regulation significantly affects the operation of the Company's vessels. INSW’s vessels operate in a heavily regulated environment and are subject to
international conventions and international, national, state and local laws and regulations in force in the countries in which such vessels operate or are registered.
The Company's vessels undergo regular and rigorous safety inspections and audits which are conducted by the ships’ third party managers. In addition, a variety of
governmental and private entities subject the Company's vessels to both scheduled and unscheduled inspections. These entities include USCG, local port state
control authorities (harbor master or equivalent), coastal states, Classification Societies, flag state administration (country of registry) and customers, particularly
major oil companies and petroleum terminal operators. Certain of these entities require INSW to obtain permits, licenses and certificates for the operation of the
Company's vessels. Failure to maintain necessary permits or approvals could require INSW to incur substantial costs or temporarily suspend operation of one or
more of the Company's vessels.
The Company believes that the heightened level of environmental, health, safety and quality awareness among various stakeholders, including insurance
underwriters, regulators and charterers, is leading to greater safety and other regulatory requirements and a more stringent inspection regime on all vessels. The
Company is required to maintain operating standards for all of its vessels emphasizing operational safety and quality, environmental stewardship, preventive
planned maintenance, continuous training of its officers and crews and compliance with international and U.S. regulations. INSW believes that the operation of its
vessels is in compliance with applicable environmental laws and regulations. However, because such laws and regulations are changed frequently, and new laws
and regulations impose new or increasingly stringent requirements, INSW cannot predict the cost of complying with requirements beyond those that are currently
in force. The impact of future regulatory requirements on operations or the resale value or useful lives of its vessels may result in substantial additional costs in
meeting new legal and regulatory requirements. See Item 1A, “Risk Factors-Risks relating to legal and regulatory matters, compliance with complex laws,
regulations and, in particular, environmental laws or regulations, including those relating to the emission of greenhouse gases, may adversely affect INSW’s
business.”
International and U.S. Greenhouse Gas Regulations
In February 2005, the Kyoto Protocol to the United Nations Framework Convention on Climate Change (commonly called the Kyoto Protocol) became effective.
Pursuant to the Kyoto Protocol, adopting countries are required to implement national programs to reduce emissions of certain gases, generally referred to as
greenhouse gases (“GHGs”), which contribute to global warming. The Kyoto Protocol, which was adopted by about 190 countries, commits its parties by setting
internationally binding emission reduction targets. In December 2012, the Doha Amendment to the Kyoto Protocol was adopted to further extend the Kyoto
Protocol’s GHG emissions reductions through 2020. In December 2015, the United Nations Framework Convention on Climate Change forged a new international
framework in December 2015 (the “Paris Agreement”) that became effective in November 2016, after it had been ratified by a sufficient number of countries. The
Paris Agreement sets a goal of holding the increase in global average temperature to well below 2 degrees Celsius and pursuing efforts to limit the increase to 1.5
degrees Celsius, to be achieved by aiming to reach a global peaking of GHG emissions as soon as possible. To meet these objectives, the participating countries,
acting individually or jointly, are to develop and implement successive “nationally determined contributions.” The countries will assess their collective programs
toward achieving the goals of the Paris Agreement every five years beginning in 2023, referred to as the global stocktake, and subsequently are to update and
enhance their actions on climate change. The Paris Agreement does not specifically require controls on shipping or other industries, but it is possible that countries
or groups of countries will seek to impose such controls as they implement the Paris Agreement.
The IMO’s third study of GHG emissions from the global shipping fleet which concluded in 2014 predicted that, in the absence of appropriate policies, greenhouse
emissions from ships may increase by 50% to 250% by 2050 due to expected growth in international seaborne trade. Methane emissions are projected to increase
rapidly (albeit from a low-base) as the share of LNG in the fuel mix increases. With respect to energy efficiency measures, the Marine Environmental Protection
Committee (“MEPC”) adopted guidelines on the Energy Efficiency Design Index (“EEDI”), which reflects the primary fuel for the calculation of the attained
EEDI for ships having dual fuel engines using LNG and liquid fuel oil (see discussion below). The IMO is committed to developing limits on greenhouse gases
from international shipping and is working on proposed mandatory technical and operational measures to achieve these limits.
In 2011, the European Commission established a working group on shipping to provide input to the European Commission in its work to develop and assess
options for the inclusion of international maritime transport in the GHG reduction commitment of the EU. The Measure, Report and Verify (“MRV”) Regulation
was adopted on April 29, 2015 and creates an EU-wide framework for the monitoring, reporting and verification of carbon dioxide emissions from maritime
transport. The MRV Regulation requires large ships (over 5,000 gross tons) calling at EU ports from January 1, 2018, to collect and later publish verified annual
data on carbon dioxide emissions. IMO has developed similar MRV regulations that became effective on March 1, 2018 and the first reporting period will be for
the full year 2019.
7
International Seaways, Inc.
In the United States, pursuant to an April 2007 U.S. Supreme Court decision, the U.S. Environmental Protection Agency (“EPA”) was required to consider whether
carbon dioxide should be considered a pollutant that endangers public health and welfare, and thus subject to regulation under the U.S. Clean Air Act. On
December 1, 2009, the EPA issued an “endangerment finding” regarding GHGs under the Clean Air Act. This finding in itself does not impose any requirements
on industry or other entities. Although the EPA has promulgated certain regulations to restrict GHG emissions, subject to review and possible revocation by the
current administration, to date, the regulations proposed and enacted by the EPA have not involved ocean-going vessels.
Future passage of climate control legislation or other regulatory initiatives by the IMO, EU, United States or other countries where INSW operates that restrict
emissions of GHGs could require significant additional capital and/or operating expenditures and could have operational impacts on INSW’s business. Although
we cannot predict such expenditures and impacts with certainty at this time, they may be material to INSW’s results of operations.
International Environmental and Safety Regulations and Standards
Liability
Standards
and
Limits
Many countries have ratified and follow the liability plan adopted by the IMO and set out in the International Convention on Civil Liability for Oil Pollution
Damage of 1969 (the "1969 Convention"). Some of these countries have also adopted the 1992 Protocol to the 1969 Convention (the "1992 Protocol"). Under both
the 1969 Convention and the 1992 Protocol, a vessel's registered owner is strictly liable for pollution damage caused in the territory, including the territorial waters
(and in the exclusive economic zone under the 1992 Protocol) of a contracting state by discharge of persistent oil, subject to certain complete defenses. Both
instruments apply to all seagoing vessels carrying oil in bulk as cargo. These instruments also limit the liability of the shipowner under certain circumstances. As
these instruments calculate liability in terms of a basket of currencies, the figures in this section are converted into U.S. dollars based on currency exchange rates
on March 1, 2018 and are approximate. Actual dollar amounts are used in this section “-Liability Standards and Limits” and in “-U.S. Environmental and Safety
Regulations and Standards-Liability Standards and Limits” below.
Under the 1969 Convention, except where the pollution damage resulted from the actual fault or privity of the owner, its liability is limited to $192 per ton of the
vessel’s tonnage, with a maximum liability of $20.2 million. Under the 1992 Protocol, the liability of the owner is limited to $4.3 million for a ship not exceeding
5,000 units of tonnage (a unit of measurement for the total enclosed spaces within a vessel) and $606 per gross ton thereafter, with a maximum liability of $86.1
million. Under the 1992 Protocol, the owner's liability is limited except where the pollution damage results from its personal act or omission, committed with the
intent to cause such damage, or recklessly and with knowledge that such damage would probably result. Under the 2000 amendments to the 1992 Protocol, which
became effective on November 1, 2003, liability is limited to $6.5 million plus $910 for each additional gross ton over 5,000 for vessels of 5,000 to 140,000 gross
tons, and $129.5 million for vessels over 140,000 gross tons, subject to the exceptions discussed above for the 1992 Protocol.
Vessels trading to states that are parties to these instruments must provide evidence of insurance covering the liability of the owner. The Company believes that its
P&I insurance will cover any liability under the plan adopted by the IMO. See the discussion of insurance in “-U.S. Environmental and Safety Regulations and
Standards-Liability Standards and Limits” below.
The United States is not a party to the 1969 Convention or the 1992 Protocol. See “- U.S. Environmental and Safety Restrictions and Regulations” below. In other
jurisdictions where the 1969 Convention 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.
The International Convention on Civil Liability for Bunker Oil Pollution Damage, 2001, which was adopted on March 23, 2001 and became effective on
November 21, 2008, is a separate convention adopted to ensure that adequate, prompt and effective compensation is available to persons who suffer damage caused
by spills of oil when used as fuel by vessels. The convention applies to damage caused to the territory, including the territorial sea, and exclusive economic zones,
of states that are party to it. Vessels operating internationally are subject to it, if sailing within the territories of those countries that have implemented its provisions
(which does not include the United States). Key features of this convention are compulsory insurance or other financial security for vessels over 1,000 gross tons to
cover the liability of the registered owner for pollution damage and direct action against the insurer. The Company believes that its vessels comply with these
requirements.
8
International Seaways, Inc.
Other
International
Environmental
and
Safety
Regulations
and
Standards
Under the International Safety Management Code (“ISM Code”), promulgated by the IMO, vessel operators are required to develop a safety management system
that includes, among other things, the adoption of a safety and environmental protection policy describing how the objectives of a functional safety management
system will be met. The third party managers of INSW’s vessels, have safety management systems for the Company’s fleet, with instructions and procedures for
the safe operation of its vessels, reporting accidents and non-conformities, internal audits and management reviews and responding to emergencies, as well as
defined levels of responsibility. The ISM Code requires a Document of Compliance (“DoC”) to be obtained for the company responsible for operating the vessel
and a Safety Management Certificate (“SMC”) to be obtained for each vessel that such company operates. Once issued, these certificates are valid for a maximum
of five years. The company operating the vessel in turn must undergo an annual internal audit and an external verification audit in order to maintain the DoC. In
accordance with the ISM Code, each vessel must also undergo an annual internal audit at intervals not to exceed twelve months and vessels must undergo an
external verification audit twice in a five-year period. The Company’s third party managers have a DoC for their offices.
The SMC is issued after verifying that the company responsible for operating the vessel and its shipboard management operate in accordance with the approved
safety management system. No vessel can obtain a certificate unless its operator has been awarded a DoC issued by the administration of that vessel’s flag state or
as otherwise permitted under the International Convention for the Safety of Life at Sea, 1974, as amended (“SOLAS”).
IMO regulations also require owners and operators of vessels to adopt Shipboard Oil Pollution Emergency Plans (“SOPEPs”). Periodic training and drills for
response personnel and for vessels and their crews are required. In addition to SOPEPs, INSW has adopted Shipboard Marine Pollution Emergency Plans , which
cover potential releases not only of oil but of any noxious liquid substances . Noncompliance with the ISM Code and other IMO regulations may subject the
shipowner or charterer to increased liability, may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to, or
detention in, some ports. For example, the USCG and EU authorities have indicated that vessels not in compliance with the ISM Code will be prohibited from
trading to United States and EU ports.
The International Convention for the Control and Management of Ships' Ballast Water and Sediments (“BWM Convention”) is designed to protect the marine
environment from the introduction of non-native (alien) species as a result of the carrying of ships’ ballast water from one place to another. The introduction of
non-native species has been identified as one of the top five threats to biological diversity. Expanding seaborne trade and traffic have exacerbated the threat.
Tankers must take on ballast water in order to maintain their stability and draft, and must discharge the ballast water when they load their next cargo. When
emptying the ballast water, which they carried from the previous port, they may release organisms and pathogens that have been identified as being potentially
harmful in the new environment.
The BWM Convention was adopted in 2004 and became effective on September 8, 2017. The BWM Convention is applicable to new and existing vessels that are
designed to carry ballast water. It defines a discharge standard consisting of maximum allowable levels of critical invasive species. This standard is met by
installing treatment systems that render the invasive species non-viable. In addition, each vessel is required to have on board a valid International Ballast Water
Management Certificate, a Ballast Water Management Plan and a Ballast Water Record Book.
INSW’s vessels are subject to other international, national and local ballast water management regulations (including those described below under “U.S.
Environmental and Safety Regulations and Standards”). INSW complies with these regulations through ballast water management plans implemented on each of
the vessels in its fleet. To meet existing and anticipated ballast water treatment requirements, including those contained in the BWM Convention, INSW has a
fleetwide action plan to comply with IMO, EPA, USCG and possibly more stringent U.S. state mandates as they are implemented and become effective, which
may require the installation and use of costly control technologies. Compliance with the ballast water requirements effective under the BWM Convention and other
regulations may have material impacts on INSW’s operations and financial results, as discussed below under “-U.S. Environmental and Safety Regulations and
Standards-Other U.S. Environmental and Safety Regulations and Standards.”
Other
EU
Legislation
and
Regulations
The EU has adopted legislation that: (1) bans manifestly sub-standard vessels (defined as those over 15 years old that have been detained by port authorities at least
twice in the course of the preceding 24 months) from European waters, creates an obligation for port states to inspect at least 25% of vessels using their ports
annually and provides for increased surveillance of vessels posing a high risk to maritime safety or the marine environment, and (2) 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. INSW believes that none
of its vessels meet the definitions of a "sub-standard" vessel contained in the EU legislation. EU directives enacted in 2005 and amended in 2009 require EU
member states to introduce criminal sanctions for illicit ship-source discharges of polluting substances (e.g., from tank cleaning operations) which result in
deterioration in the quality of water and has been committed with intent, recklessness or serious negligence. Certain member states of the EU, by virtue of their
national legislation, already impose criminal sanctions for pollution events under certain circumstances. The Company cannot predict what additional legislation or
regulations, if any, may be promulgated by the EU or any other country or authority, or how these might impact INSW.
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International Seaways, Inc.
International
Air
Emission
Standards
Annex VI to MARPOL (“Annex VI”), which was designed to address air pollution from vessels and which became effective internationally on May 19, 2005, sets
limits on sulfur oxide (“SOx”) and nitrogen oxide (“NOx”) emissions from ship exhausts and prohibits deliberate emissions of ozone depleting substances, such as
chlorofluorocarbons. Annex VI also regulated shipboard incineration and the emission of volatile organic compounds from tankers. Annex VI was amended in
2008 to provide for a progressive and substantial reduction in SOx and NOx emissions from vessels and allow for the designation of Emission Control Areas
(“ECAs”) in which more stringent controls would apply. The primary changes were that the global cap on the sulfur content of fuel oil was reduced to 3.50% from
4.50% effective from January 1, 2012, and such cap is further reduced to 0.50% effective from January 1, 2020. Further, the sulfur content of fuel oil for vessels
operating in designated ECAs was progressively reduced from 1.5% to 1.0% effective July 2010 and further reduced to 0.1% effective January 2015. Currently
designated ECAs are: the Baltic Sea area, the North Sea area, the North American area (covering designated coastal areas off the United States and Canada) and
the United States Caribbean Sea area (around Puerto Rico and the United States Virgin Islands). For vessels over 400 gross tons, Annex VI imposes various survey
and certification requirements. The U.S. Maritime Pollution Prevention Act of 2008 amended the U.S. Act to Prevent Pollution from Ships to provide for the
adoption of Annex VI. In October 2008, the U.S. ratified Annex VI, which came into force in the United States on January 8, 2009.
In addition to Annex VI, there are regional mandates in ports and certain territorial waters within the EU, Turkey and Norway regarding reduced SOx emissions.
These requirements establish maximum allowable limits for sulfur content in fuel oils used by vessels when operating within certain areas and waters and while “at
berth.” In December 2012, an EU directive that aligned the EU requirements with Annex VI entered into force. For vessels at berth in EU ports, sulfur content of
fuel oil is limited to 0.1%. For vessels operating in SOx Emission Control Areas (“SECAs”), sulfur content of fuel oil is limited to 0.1% as of January 1, 2015. For
vessels operating outside SECAs, sulfur content of fuel oil is limited to 3.5% as of June 18, 2014, further reducing to 0.5% as of January 1, 2020. Alternatively,
emission abatement methods are permitted as long as they continuously achieve reductions of SOx emissions that are at least equivalent to those obtained using
compliant marine fuels.
More stringent Tier III emission limits are applicable to engines installed on a ship constructed on or after January 1, 2016 operating in ECAs. NOx emission Tier
III standards came into force on January 1, 2016 in ECAs.
China has published new regulations designating three areas (Pearl River Delta, Yangtze River Delta and the Bohai Sea) as sulfur control areas effective January 1,
2019. Eleven key ports within the designated areas apply the requirement for ships to use fuel containing less than 0.5% sulfur to ships at berth, effective from
January 1, 2016. This is a mandatory requirement for all ships at berth in ports within the designated areas from January 1, 2017.
Additional air emission requirements under Annex VI became effective on July 1, 2010 mandating the development of Volatile Organic Compound (“VOC”)
Management Plans for tank vessels and certain gas ships.
In July 2011, the IMO further amended Annex VI to include energy efficiency standards for “new ships” through the designation of an EEDI. The EEDI standards
apply to new ships of 400 gross tons or above (except those with diesel-electric, turbine or hybrid propulsion systems). “New ships” for purposes of this standard
are those for which the building contract was placed on or after January 1, 2013; or in the absence of a building contract, the keel of which is laid or which is at a
similar stage of construction on or after July 1, 2013; or the delivery of which is on or after July 1, 2015. The EEDI standards phase in from 2013 to 2025 and are
anticipated to result in significant reductions in fuel consumption, as well as air and marine pollution. In 2011, IMO’s Greenhouse Gas Work Group agreed on Ship
Energy Efficiency Management Plan (“SEEMP”) development guidelines, which were provided by the MEPC, Resolution MEPC.213 (63), which adopted the
2012 development guidelines on March 2, 2012, entered into force on January 1, 2013. The SEEMP, unlike the EEDI, applies to all ships of 400 gross tons and
above. The verification of the requirement to have a SEEMP on board shall take place at the first or intermediate or renewal survey, whichever is the first, on or
after January 1, 2013. As of December 31, 2018, the SEEMP must include the methodologies to be used for collecting and reported the data required by the IMO’s
MRV requirements. Each of the vessels technically managed by the Company has a SEEMP, which was prepared in accordance with these development guidelines
and addresses technically viable options that create value added strategies to reduce the vessels’ energy footprint through the implementation of specific energy
saving measures. An Energy Efficiency Certificate (“IEEC”) is to be issued for both new and existing ships of 400 gross tons or above. The IEEC shall be issued
once for each ship and shall be valid throughout its lifetime, until the ship is withdrawn from service or unless a new certificate is issued following a major
conversion of the ship, or until transfer of the ship to the flag of another state.
The Company believes that its vessels are compliant with the current requirements of Annex VI and that those of its vessels that operate in the EU, Turkey, China
and Norway are also compliant with the regional mandates applicable there. However, the Company anticipates that, in the next several years, compliance with the
increasingly stringent requirements of Annex VI and other conventions, laws and regulations imposing air emission standards that have already been adopted or
that may be adopted will require substantial additional capital and/or operating expenditures and could have operational impacts on INSW’s business. Although
INSW cannot predict such expenditures and impacts with certainty at this time, they may be material to INSW’s financial statements.
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International Seaways, Inc.
SOLAS
From January 1, 2014, various amendments to the SOLAS conventions came into force, including an amendment to Chapter VI of SOLAS, which prohibits the
blending of bulk liquid cargoes during sea passage and the production process on board ships. This prohibition does not preclude the master of the vessel from
undertaking cargo transfers for the safety of the ship or protection of the marine environment.
The International Code on the Enhanced Program of inspections during surveys of Bulk Carriers and Oil Tankers, 2011 has been made mandatory (“ESP Code”)
pursuant to an amendment to SOLAS. The ESP Code provides requirements for an enhanced program of inspection during surveys of tankers.
MARPOL
Effective March 1, 2018, pursuant to an amendment to MARPOL Annex V, shippers are required to determine whether or not their cargo is hazardous and classify
it in line with the criteria of the United Nations Globally Harmonized System of Classification. Vessels are required to maintain a new format garbage record book,
which is divided into two parts: cargo residues and garbage other than cargo residues. The cargo residues part must be further divided into hazardous and non-
hazardous to the marine environment cargo. More stringent discharge requirements apply to the former category of cargo residues.
U.S. Environmental and Safety Regulations and Standards
The United States regulates the shipping industry with an extensive regulatory and liability regime for environmental protection and cleanup of oil spills, consisting
primarily of the Oil Pollution Act of 1990 (“OPA 90”), and the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”). OPA 90
affects all owners and operators whose vessels trade with the United States or its territories or possessions, or whose vessels operate in the waters of the United
States, which include the U.S. territorial sea and the 200 nautical mile Exclusive Economic Zone around the United States. CERCLA applies to the discharge of
hazardous substances (other than oil) whether on land or at sea. Both OPA 90 and CERCLA impact the Company's operations.
Liability
Standards
and
Limits
Under OPA 90, vessel owners, operators and bareboat or demise charterers are "responsible parties" who are liable, without regard to fault, for all containment and
clean-up costs and other damages, including property and natural resource damages and economic loss without physical damage to property, arising from oil spills
and pollution from their vessels. Currently, the limits of OPA 90 liability with respect to (i) tanker vessels with a qualifying double hull are the greater of $2,200
per gross ton or approximately $18.8 million per vessel that is over 3,000 gross tons; and (ii) non-tanker vessels, the greater of $1,100 per gross ton or $939,800
per vessel. The statute specifically permits individual 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 discharge of pollutants within their waters. In some cases, states that have
enacted this type of legislation have not yet issued implementing regulations defining vessel owners' responsibilities under these laws. CERCLA, which applies to
owners and operators of vessels, contains a similar liability regime and provides for cleanup, removal and natural resource damages associated with discharges of
hazardous substances (other than oil). Liability under CERCLA is limited to the greater of $300 per gross ton or $5 million.
These limits of liability do not apply, however, where the incident is caused by violation of applicable U.S. federal safety, construction or operating regulations, or
by the responsible party's gross negligence or willful misconduct. Similarly, these limits do not apply if the responsible party fails or refuses to report the incident
or to cooperate and assist in connection with the substance removal activities. OPA 90 and CERCLA each preserve the right to recover damages under existing
law, including maritime tort law.
OPA 90 also requires owners and operators of vessels to establish and maintain with the USCG evidence of financial responsibility sufficient to meet the limit of
their potential strict liability under the statute. The USCG enacted regulations requiring evidence of financial responsibility consistent with the previous limits of
liability described above for OPA 90 and CERCLA. Under the regulations, evidence of financial responsibility may be demonstrated by insurance, surety bond,
self-insurance, guaranty or an alternative method subject to approval by the Director of the USCG National Pollution Funds Center. Under OPA 90 regulations, an
owner or operator of more than one vessel is required to demonstrate evidence of financial responsibility for the entire fleet in an amount equal only to the financial
responsibility requirement of the vessel having the greatest maximum strict liability under OPA 90 and CERCLA. INSW has provided the requisite guarantees and
has received certificates of financial responsibility from the USCG for each of its vessels required to have one.
INSW has insurance for each of its vessels with pollution liability insurance in the amount of $1 billion. However, a catastrophic spill could exceed the insurance
coverage available, in which event there could be a material adverse effect on the Company's business.
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International Seaways, Inc.
In response to the Deepwater Horizon oil spill in the Gulf of Mexico in 2010, the U.S. Congress proposed legislation to create more stringent requirements related
to the prevention and response to oil spills in U.S. waters and to increase both financial responsibility requirements and the limits in liability under OPA 90,
although Congress has not yet enacted any such legislation. In addition to potential liability under OPA 90, vessel owners may in some instances incur liability on
an even more stringent basis under state law in the particular state where the spillage occurred.
Other
U.S.
Environmental
and
Safety
Regulations
and
Standards
OPA 90 also amended the Federal Water Pollution Control Act to require owners and operators of vessels to adopt vessel response plans, including marine salvage
and firefighting plans, for reporting and responding to vessel emergencies and oil spill scenarios up to a "worst case" scenario and to identify and ensure, through
contracts or other approved means, the availability of necessary private response resources to respond to a “worst case discharge.” The plans must include
contractual commitments with clean-up response contractors and salvage and marine firefighters in order to ensure an immediate response to an oil spill/vessel
emergency. Each vessel has an USCG approved plan on file with the USCG and onboard the vessel. These plans are regularly reviewed and updated.
OPA 90 requires training programs and periodic drills for shore side staff and response personnel and for vessels and their crews. INSW’s third party technical
managers conduct such required training programs and periodic drills.
OPA 90 does not prevent individual U.S. states from imposing their own liability regimes with respect to oil pollution incidents occurring within their boundaries.
In fact, most U.S. states that border a navigable waterway have enacted environmental pollution laws that impose strict liability on a person for removal costs and
damages resulting from a discharge of oil or a release of a hazardous substance. These laws are in some cases more stringent than U.S. federal law.
In addition, the U.S. Clean Water Act (“CWA”) prohibits the discharge of oil or hazardous substances in U.S. navigable waters and imposes strict liability in the
form of penalties for unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the
remedies available under the more recent OPA 90 and CERCLA, discussed above.
At the federal level in the United States, ballast water management is subject to two separate, partially interrelated regulatory regimes. One is administered by the
USCG under the National Aquatic Nuisance and Control Act and National Invasive Species Act, and the other is administered by the EPA under the CWA.
In March 2012, the USCG promulgated its final rule on ballast water management for the control of nonindigenous species in U.S. waters. While generally in line
with the requirements set out in the BWM Convention, the final rule requires that treatment systems for domestic and foreign vessels operating in U.S. waters must
be Type Approved by the USCG. The USCG first approved a treatment system as Type Approved in December 2016, and accordingly before such date the USCG
had a policy to issue temporary extensions of the compliance dates for the implementation of approved treatment systems. INSW has obtained extensions from the
USCG of the treatment system requirement and its first compliance date for any of its vessels is in 2018. INSW expects that its vessels discharging ballast in U.S.
waters will have Type Approved treatment systems by their extended compliance dates.
The discharge of ballast water and other substances incidental to the normal operation of vessels in U.S. ports also is subject to CWA permitting requirements. In
accordance with the EPA’s National Pollutant Discharge Elimination System, the Company is subject to a Vessel General Permit (“VGP”), which addresses,
among other matters, the discharge of ballast water and effluents. The current VGP, which was issued in 2013, identifies twenty-six vessel discharge streams and
establishes numeric ballast water discharge limits that generally align with the treatment technologies to be implemented under USCG’s 2012 final rule,
requirements to ensure that the ballast water treatment systems are functioning correctly, and more stringent effluent limits for oil to sea interfaces and exhaust gas
scrubber wastewater. The VGP contains a compliance date schedule for these requirements. The VGP standards and requirements are due for modification and
renewal in 2018.
Certain of the Company’s vessels are subject to more stringent numeric discharge limits under the EPA’s VGP, even though those vessels have obtained a valid
extension from the USCG for implementation of treatment technology under its 2012 final rule. The EPA has determined that it will not issue extensions under the
VGP, but in December 2013 it issued an Enforcement Response Policy (“ERP”) to address this industry-wide issue. Under the ERP, the EPA states that vessels
that have received an extension from the USCG, are in compliance with all of the VGP’s requirements other than the numeric discharge limits, and meet certain
other requirements will be entitled to a “low enforcement priority.” While INSW believes that any vessel that is or may become subject to the VGP’s numeric
discharge limits during the pendency of a USCG extension will be entitled to such low priority treatment under the ERP no assurance can be given that they will do
so.
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International Seaways, Inc.
Legislation has also been proposed in the U.S. Congress to amend the federal regimes for regulation of ballast water discharges. However, it cannot currently be
determined whether such legislation will eventually be enacted, and if enacted, how the Company’s operations might be impacted under such legislation.
The VGP system also permits individual states and territories to impose more stringent requirements for discharges into the navigable waters of such state or
territory. Certain individual states have enacted legislation or regulations addressing hull cleaning and ballast water management. For example, on October 10,
2007, California enacted law AB 740, legislation expanding regulation of ballast water discharges and the management of hull-fouling organisms. California has
extensive requirements for more stringent effluent limits and discharge monitoring and testing requirements with respect to discharges in its waters. Due to delays
by manufacturers in developing ballast water treatment systems that are able to comply with these effluent limits and in creating equipment to reliably test such
compliance, the compliance date for all vessels making ballast water discharges in California waters have been deferred to the first scheduled drydocking after
January 1, 2020. INSW’s vessels and systems are currently in compliance with the California discharge standards.
Following an assessment by the California State Lands Commission of the current technology for meeting ballast water management standards, the deadline for
compliance for interim standards has been extended from 2016 to 2020 and the deadline for final “zero detect” standards has been extended from 2020 to 2030.
New York State has imposed a more stringent bilge water discharge requirement for vessels in its waters than what is required by the VGP or IMO. Through its
Section 401 Certification of the VGP, New York prohibits the discharge of all bilge water in its waters. New York State also requires that vessels entering its
waters from outside the Exclusive Economic Zone must perform ballast water exchange in addition to treating it with a ballast water treatment system.
The Company anticipates that, in the next several years, compliance with the various conventions, laws and regulations relating to ballast water management that
have already been adopted or that may be adopted in the future will require substantial additional capital and/or operating expenditures and could have operational
impacts on INSW’s business. Although INSW cannot predict such expenditures and impacts with certainty at this time, they may be material to INSW’s financial
statements.
U.S.
Air
Emissions
Standards
As discussed above, MARPOL Annex VI came into force in the United States in January 2009. In April 2010, EPA adopted regulations implementing the
provisions of Annex VI. Under these regulations, vessels subject to the engine and fuel standards of Annex VI must comply with the applicable Annex VI
provisions when they enter U.S. ports or operate in most internal U.S. waters. The Company's vessels are currently Annex VI compliant. Accordingly, absent any
new and onerous Annex VI implementing regulations, the Company does not expect to incur material additional costs in order to comply with this convention.
The U.S. Clean Air Act of 1970, as amended by the Clean Air Act Amendments of 1977 and 1990 (“CAA”), requires the EPA to promulgate standards applicable
to emissions of volatile organic compounds and other air contaminants. INSW’s vessels are subject to vapor control and recovery requirements for certain cargoes
when loading, unloading, ballasting, cleaning and conducting other operations in regulated port areas. Each of the Company's vessels operating in the transport of
clean petroleum products in regulated port areas where vapor control standards are required has been outfitted with a vapor recovery system that satisfies these
requirements. In addition, the EPA issued emissions standards for marine diesel engines. The EPA has implemented rules comparable to those of Annex VI to
increase the control of air pollutant emissions from certain large marine engines by requiring certain new marine-diesel engines installed on U.S. registered ships to
meet lower NOx standards which will be implemented in two phases. The newly built engine standards that became effective in 2011 require more efficient use of
current engine technologies, including engine timing, engine cooling, and advanced computer controls to achieve a 15 to 25 percent NOx reduction below previous
levels. The new long-term standards for newly built engines apply beginning in 2016 and require the use of high efficiency emission control technology such as
selective catalytic reduction to achieve NOx reductions 80 percent below the pre-2016 levels. The North American ECA, encompassing the area extending 200
miles from the coastlines of the Atlantic, Gulf and Pacific coasts and the eight main Hawaiian Islands, became effective on August 1, 2012, and the United States
Caribbean Sea ECA, encompassing water around Puerto Rico and the U.S. Virgin Islands, became effective on January 1, 2014. Fuel used by all vessels operating
in the ECA cannot exceed 0.1% sulfur, effective January 1, 2015. The Company believes that its vessels are in compliance with the current requirements of the
ECAs. From 2016, NOx after-treatment requirements also apply. If other ECAs are approved by the IMO or other new or more stringent requirements relating to
emissions from marine diesel engines or port operations by vessels are adopted by the EPA or the states where INSW operates, compliance could require or affect
the timing of significant capital and/or operating expenditures that could be material to INSW’s consolidated financial statements.
The CAA also requires states to draft State Implementation Plans (“SIPs”), designed to attain national health-based air quality standards in major metropolitan and
industrial areas. Where states fail to present approvable SIPs, or SIP revisions by certain statutory deadlines, the EPA is required to draft a Federal Implementation
Plan. Several SIPs regulate emissions resulting from barge loading and degassing operations by requiring the installation of vapor control equipment. Where
required, the Company's vessels are already equipped with vapor control systems that satisfy these requirements. Although a risk exists that new regulations could
require significant capital expenditures and otherwise increase its costs, the Company believes, based upon the regulations that have been proposed to date, that no
material capital expenditures beyond those currently contemplated and no material increase in costs are likely to be required as a result of the SIPs program.
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International Seaways, Inc.
Individual states have been considering their own restrictions on air emissions from engines on vessels operating within state waters. California requires certain
ocean going vessels operating within 24 nautical miles of the Californian coast to reduce air pollution by using only low-sulfur marine distillate fuel rather than
bunker fuel in auxiliary diesel and diesel-electric engines, main propulsion diesel engines and auxiliary boilers. Vessels sailing within 24 miles of the California
coastline whose itineraries call for them to enter any California ports, terminal facilities, or internal or estuarine waters must use marine gas oil or marine diesel oil
with a sulfur content at or below 0.1% sulfur. The Company believes that its vessels that operate in California waters are in compliance with these regulations.
Security Regulations and Practices
Security at sea has been a concern to governments, shipping lines, port authorities and importers and exporters for years. Since the terrorist attacks of September
11, 2001, there have been a variety of initiatives intended to enhance vessel security. In 2002, the U.S. Maritime Transportation Security Act of 2002 (“MTSA”)
came into effect and the USCG issued regulations in 2003 implementing certain portions of the MTSA by requiring the implementation of certain security
requirements aboard vessels operating in waters subject to the jurisdiction of the United States. Similarly, in December 2002, a coalition of 150 IMO contracting
states drafted amendments to SOLAS by creating a new subchapter dealing specifically with maritime security. This new subchapter, which became effective in
July 2004, imposes various detailed security obligations on vessels and port authorities, most of which are contained in the International Ship and Port Facilities
Security Code (the “ISPS Code”). The ISPS Code is applicable to all cargo vessels of 500 gross tons plus all passenger ships operating on international voyages,
mobile offshore drilling units, as well as port facilities that service them. The objective of the ISPS Code is to establish the framework that allows detection of
security threats and implementation of preventive measures against security incidents that can affect ships or port facilities used in international trade. Among other
things, the ISPS Code requires the development of vessel security plans and compliance with flag state security certification requirements. To trade internationally,
a vessel must attain an International Ship Security Certificate (“ISSC”) from a recognized security organization approved by the vessel's flag state.
The USCG regulations, intended to align with international maritime security standards, exempt from MTSA vessel security measures for non-U.S. vessels that
have on board a valid ISSC attesting to the vessel’s compliance with SOLAS security requirements and the ISPS Code.
All of INSW’s vessels have developed and implemented vessel security plans that have been approved by the appropriate regulatory authorities, have obtained
ISSCs and comply with applicable security requirements.
The Company monitors the waters in which its vessels operate for pirate activity. Company vessels that transit areas where there is a high risk of pirate activity
follow best management practices for reducing risk and preventing pirate attacks and are in compliance with protocols established by the naval coalition protective
forces operating in such areas.
INSPECTION BY CLASSIFICATION SOCIETIES
Every oceangoing vessel must be “classed” by a Classification Society. The Classification Society certifies that the vessel is “in class,” signifying that the vessel
has been built and maintained in accordance with the rules of the Classification Society and complies with applicable rules and regulations of the vessel’s country
of registry and the international conventions of which that country is a member. In addition, where surveys are required by international conventions and
corresponding laws and ordinances of a flag state, the Classification Society will undertake them on application or by official order, acting on behalf of the
authorities concerned.
The Classification Society also undertakes on request other surveys and checks that are required by regulations and requirements of the flag state. These surveys
are subject to agreements made in each individual case and/or to the regulations of the country concerned.
For maintenance of the class certification, regular and extraordinary surveys of hull, machinery, including the electrical plant, and any special equipment classed
are required to be performed as follows:
·
·
Annual
Surveys
. For seagoing ships, annual surveys are conducted for the hull and the machinery, including the electrical plant and where applicable for
special equipment classed, at intervals of 12 months from the date of commencement of the class period indicated in the certificate.
Intermediate
Surveys
. Extended annual surveys are referred to as intermediate surveys and typically are conducted two and one-half years after
commissioning and each class renewal. Intermediate surveys may be carried out on the occasion of the second or third annual survey.
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International Seaways, Inc.
·
Class
Renewal
Surveys.
Class renewal surveys, also known as Special Surveys, are carried out for the ship’s hull, machinery, including the electrical
plant, and for any special equipment classed, at the intervals indicated by the character of classification for the hull. At the special survey the vessel is
thoroughly examined, including audio-gauging to determine the thickness of the steel structures. Should the thickness be found to be less than class
requirements, the Classification Society would prescribe steel renewals. The Classification Society may grant a one-year grace period for completion of
the special survey. Substantial amounts of money may have to be spent for steel renewals to pass a special survey if the vessel experiences excessive wear
and tear. In lieu of the special survey every four or five years, depending on whether a grace period was granted, a shipowner has the option of arranging
with the Classification Society for the vessel’s hull or machinery to be on a continuous survey cycle, in which every part of the vessel would be surveyed
within a five-year cycle. Upon a shipowner’s request, the surveys required for class renewal may be split according to an agreed schedule to extend over
the entire period of class survey period. This process is referred to as continuous class renewal.
Vessels are required to dry dock for inspection of the underwater hull at each intermediate survey and at each class renewal survey. For vessels less than 15 years
old, Classification Societies permit for intermediate surveys in water inspections by divers in lieu of dry docking, subject to other requirements of such
Classification Societies.
If defects are found during any survey, the Classification Society surveyor will issue a “recommendation” which must be rectified by the vessel owner within
prescribed time limits.
Most insurance underwriters make it a condition for insurance coverage that a vessel be certified as “in class” by a Classification Society that is a member of the
International Association of Classification Societies, or the IACS. In December 2013, the IACS adopted new harmonized Common Structure Rules, which apply to
crude oil tankers and dry bulk carriers to be constructed on or after July 1, 2015. All our vessels are currently, and we expect will be, certified as being “in class”
by the American Bureau of Shipping, Lloyd’s Register and DnV GL, which are major classification societies. All new and secondhand vessels that we acquire
must be certified prior to their delivery under our standard purchase contracts and memorandum of agreement. If the vessel is not certified on the date of closing,
we have no obligation to take delivery of the vessel.
INSURANCE
Consistent with the currently prevailing practice in the industry, the Company presently carries protection and indemnity (“P&I”) insurance coverage for pollution
of $1.0 billion per occurrence on every vessel in its fleet. P&I insurance is provided by mutual protection and indemnity associations (“P&I Associations”). The
P&I Associations that comprise the International Group insure approximately 90% of the world’s commercial tonnage and have entered into a pooling agreement
to reinsure each association’s liabilities. Each P&I Association has capped its exposure to each of its members at approximately $7.75 billion. As a member of a
P&I Association that is a member of the International Group, the Company is subject to calls payable to the P&I Associations based on its claim record as well as
the claim records of all other members of the individual Associations of which it is a member, and the members of the pool of P&I Associations comprising the
International Group. As of December 31, 2017, the Company was a member of three P&I Associations. Each of the Company’s vessels is insured by one of these
three Associations with deductibles ranging from $0.025 million to $0.1 million per vessel per incident. While the Company has historically been able to obtain
pollution coverage at commercially reasonable rates, no assurances can be given that such insurance will continue to be available in the future.
The Company carries marine hull and machinery and war risk (including piracy) insurance, which includes the risk of actual or constructive total loss, for all of its
vessels. The vessels are each covered up to at least their fair market value, with deductibles ranging from $0.125 million to $0.5 million per vessel per incident.
The Company is self-insured for hull and machinery claims in amounts in excess of the individual vessel deductibles up to a maximum aggregate loss of $1.5
million per policy year for its vessels.
The Company currently maintains loss of hire insurance to cover loss of charter income resulting from accidents or breakdowns of its vessels, and the bareboat
chartered vessels that are covered under the vessels’ marine hull and machinery insurance. Loss of hire insurance covers up to 120 or 180 days lost charter income
per vessel per incident in excess of the first 21, 45 or 60 days (which depends on the particular vessel covered) lost for each covered incident, which is borne by the
Company.
TAXATION OF THE COMPANY
INSW is incorporated in the Republic of the Marshall Islands and pursuant to the laws of the Marshall Islands, the Company is not subject to income tax.
The following summary of the principal U.S. tax laws applicable to the Company, as well as the conclusions regarding certain issues of tax law, are based on the
provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed U.S. Treasury Department regulations, administrative
rulings, pronouncements and judicial decisions, all as of the date of this Annual Report on Form 10-K. No assurance can be given that changes in or interpretation
of existing laws will not occur or will not be retroactive or that anticipated future circumstances will in fact occur.
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International Seaways, Inc.
All of the Company’s vessels are owned or operated by foreign corporations that are subsidiaries of INSW.
Taxation to INSW of its Shipping Income
INSW derives substantially all of its gross income from the use and operation of vessels in international commerce. This income principally consists of hire from
time and voyage charters for the transportation of cargoes and the performance of services directly related thereto, which is referred to herein as “shipping
income.”
In 2017 and 2016, INSW was exempt from taxation on its U.S. source shipping income under Section 883 of the Code and Treasury regulations. For 2018 and
future years, INSW will need to evaluate its qualification for exemption under Section 883 and there can be no assurance that INSW will continue to qualify for the
exemption. Our qualification for the exemption under Section 883 is described in more detail under “Risk Factors – We may be subject to U.S. federal income tax
on U.S. source shipping income, which would reduce our net income and cash flows.” To the extent INSW is unable to qualify for exemption from tax under
Section 883, INSW will be subject to U.S. federal income taxation of 4% of its U.S. source shipping income on a gross basis without the benefit of deductions.
Shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States will be considered to be 50%
derived from sources within the United States. Shipping income attributable to transportation that both begins and ends in the U.S. will be considered to be 100%
derived from sources within the United States. INSW does not engage in transportation that gives rise to 100% U.S. source income. Shipping income attributable to
transportation exclusively between non-U.S. ports will be considered to be 100% derived from sources outside the United States and will generally not be subject
to any U.S. federal income tax. INSW’s vessels operate in various parts of the world, including to or from U.S. ports.
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International Seaways, Inc.
ITEM 1A. RISK FACTORS
The following important risk factors could cause actual results to differ materially from those contained in the forward-looking statements made in this report or
presented elsewhere by management from time to time. If any of the circumstances or events described below actually arise or occur, the Company’s business,
results of operations and financial condition could be materially adversely affected. Actual dollar amounts are used in this Item 1A. “Risk Factors” section.
Risks Related to Our Industry
The highly cyclical nature of the industry may lead to volatile changes in charter rates and vessel values, which could adversely affect the Company’s earnings
and available cash.
The tanker industry is both cyclical and volatile in terms of charter rates and profitability. Fluctuations in charter rates and vessel values result from changes in
supply and demand both for tanker capacity and for oil and oil products. Factors affecting these changes in supply and demand are generally outside of the
Company’s control. The nature, timing and degree of changes in industry conditions are unpredictable and could adversely affect the values of the Company’s
vessels or result in significant fluctuations in the amount of charter revenues the Company earns, which could result in significant volatility in INSW’s quarterly
results and cash flows. Factors influencing the demand for tanker capacity include:
·
·
·
·
·
·
supply and demand for, and availability of, energy resources such as oil, oil products and natural gas, which affect customers’ need for vessel capacity;
global and regional economic and political conditions, including armed conflicts, terrorist activities and strikes, that among other things could impact the
supply of oil, as well as trading patterns and the demand for various vessel types;
regional availability of refining capacity and inventories;
changes in the production levels of crude oil (including in particular production by OPEC, the United States and other key producers);
developments in international trade generally;
changes in seaborne and other transportation patterns, including changes in the distances that cargoes are transported, changes in the price of crude oil and
changes to the West Texas Intermediate and Brent Crude Oil pricing benchmarks;
environmental and other legal and regulatory developments and concerns;
construction or expansion of new or existing pipelines or railways;
·
·
· weather and natural disasters;
·
·
competition from alternative sources of energy; and
international sanctions, embargoes, import and export restrictions or nationalizations and wars.
Factors influencing the supply of vessel capacity include:
·
·
·
·
·
·
·
the number of newbuilding deliveries;
the scrapping rate of older vessels;
environmental and maritime regulations;
the number of vessels being used for storage or as FSO service vessels;
the number of vessels that are removed from service;
availability and pricing of other energy sources such as natural gas for which tankers can be used or to which construction capacity may be dedicated; and
port or canal congestion.
Many of the factors that influence the demand for tanker capacity will also, in the longer term, effectively influence the supply of tanker capacity, since decisions
to build new capacity, invest in capital repairs, or to retain in service older obsolescent capacity are influenced by the general state of the marine transportation
industry from time to time.
The market value of vessels fluctuates significantly, which could adversely affect INSW’s liquidity or otherwise adversely affect its financial condition.
The market value of vessels has fluctuated over time. The fluctuation in market value of vessels over time is based upon various factors, including:
·
·
age of the vessel;
general economic and market conditions affecting the tanker industry, including the availability of vessel financing;
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International Seaways, Inc.
·
·
·
·
·
·
·
number of vessels in the world fleet;
types and sizes of vessels available;
changes in trading patterns affecting demand for particular sizes and types of vessels;
cost of newbuildings;
prevailing level of charter rates;
competition from other shipping companies and from other modes of transportation; and
technological advances in vessel design and propulsion.
Crude vessel values generally rose throughout 2014 and 2015, reflecting the higher TCE rates in the market. During 2016 and 2017, vessel sales were sporadic and
financing was difficult for many companies to obtain. This resulted in downward pressure on vessel values throughout 2016 and the first half of 2017, while at the
same time limiting new orders for newbuildings that would be delivered after 2017. These factors will affect the value of the Company’s vessels at the time of any
vessel sale. If INSW sells a vessel at a sale price that is less than the vessel’s carrying amount on the Company’s financial statements, INSW will incur a loss on
the sale and a reduction in earnings and surplus. In addition, declining values of the Company’s vessels could adversely affect the Company’s liquidity by limiting
its ability to raise cash through refinancing.
Declines in charter rates and other market deterioration could cause INSW to incur impairment charges.
The Company evaluates events and changes in circumstances that have occurred to determine whether they indicate that the carrying amounts of the vessel assets
might not be recoverable. This review for potential impairment indicators and projection of future cash flows related to the vessels is complex and requires the
Company to make various estimates, including future freight rates, earnings from the vessels, market appraisals and discount rates. All of these items have
historically been volatile. The Company evaluates the recoverable amount of a vessel asset as the sum of its undiscounted estimated future cash flows. If the
recoverable amount is less than the vessel’s carrying amount, the vessel’s carrying amount is then compared to its estimated fair value. If the vessel’s carrying
amount is less than its fair value, it is deemed impaired. The carrying values of the Company’s vessels may differ significantly from their fair market value. The
Company recorded vessel impairment charges aggregating approximately $88.4 million during 2017 as a result of (i) declines in valuations during 2017 for vessels
of certain sizes and ages, (ii) negative changes in forecasted near term charter rates, and (iii) an increase in the likelihood that the Company will sell certain of its
vessels before the end of their estimated useful lives in conjunction with the Company’s fleet renewal program.
An increase in the supply of vessels without a commensurate increase in demand for such vessels could cause charter rates to decline, which could adversely
affect INSW’s revenues, profitability and cash flows, as well as the value of its vessels.
INSW depends on short term duration, or “spot,” charters, for a significant portion of its revenues, which exposes INSW to fluctuations in market conditions. In the
years ended December 31, 2017, 2016 and 2015, INSW derived approximately 80%, 76% and 90%, respectively, of its TCE revenues in the spot market.
The marine transportation industry has historically been highly cyclical, as the profitability and asset values of companies in the industry have fluctuated based on
changes in the supply and demand of vessels. If the number of new ships of a particular class delivered exceeds the number of vessels of that class being scrapped,
available capacity in that class will increase. The newbuilding order book (representing vessels in various stages of planning or construction) equaled 12%, 14%
and 19% of the existing world tanker fleet as of December 31, 2017, 2016 and 2015, respectively.
Vessel supply is also affected by the number of vessels being used for floating storage, since vessels used for storage are not available to transport crude oil or
petroleum products. Utilization of vessels for storage is affected by expectations of changes in the price of oil and petroleum products, with utilization generally
increasing if prices are expected to increase more than storage costs and generally decreasing if they are not. A reduction in vessel utilization for storage will
generally increase vessel supply. From December 2014 through much of 2016, current prices of crude oil were generally below future prices, resulting in an
increase in vessels engaged in storage. During the latter portion of 2016 and 2017, current prices of crude oil have generally been the same or less than future
prices, contributing to a decline in storage of oil at sea which, if sustained over a long period of time, could have a material adverse effect on INSW’s revenues,
profitability and cash flows.
Shipping is a business with inherent risks, and INSW’s insurance may not be adequate to cover its losses.
INSW’s vessels and their cargoes are at risk of being damaged or lost and its vessel crews and shoreside employees are at risk of injury or death because of events
including, but not limited to:
· marine disasters;
bad weather;
·
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International Seaways, Inc.
· mechanical failures;
human error;
·
· war, terrorism and piracy;
·
·
grounding, fire, explosions and collisions; and
other unforeseen circumstances or events.
These hazards may result in death or injury to persons; loss of revenues or property; demand for the payment of ransoms; environmental damage; higher insurance
rates; damage to INSW’s customer relationships; and market disruptions, delay or rerouting, any or all of which may also subject INSW to litigation. In addition,
transporting crude oil and refined petroleum products creates a risk of business interruptions due to political circumstances in foreign countries, hostilities, labor
strikes, port closings and boycotts. The operation of tankers also has unique operational risks associated with the transportation of oil. An oil spill may cause
significant environmental damage and the associated costs could exceed the insurance coverage available to the Company. Compared to other types of vessels,
tankers are also exposed to a higher risk of damage and loss by fire, whether ignited by a terrorist attack, collision, or other cause, due to the high flammability and
high volume of the oil transported in tankers. Furthermore, any such incident could seriously damage INSW’s reputation and cause INSW either to lose business or
to be less likely to enter into new business (either because of customer concerns or changes in customer vetting processes). Any of these events could result in loss
of revenues, decreased cash flows and increased costs.
While the Company carries insurance to protect against certain risks involved in the conduct of its business, risks may arise against which the Company is not
adequately insured. For example, a catastrophic spill could exceed INSW’s $1 billion per vessel insurance coverage and have a material adverse effect on its
operations. In addition, INSW may not be able to procure adequate insurance coverage at commercially reasonable rates in the future, and INSW cannot guarantee
that any particular claim will be paid by its insurers. In the past, new and stricter environmental regulations have led to higher costs for insurance covering
environmental damage or pollution, and new regulations could lead to similar increases or even make this type of insurance unavailable. Furthermore, even if
insurance coverage is adequate to cover the Company’s losses, INSW may not be able to timely obtain a replacement ship or may suffer other consequential harm
or difficulty in the event of a loss. INSW may also be subject to calls, or premiums, in amounts based not only on its own claim records but also the claim records
of all other members of the protection and indemnity associations through which INSW obtains insurance coverage for tort liability. INSW’s payment of these calls
could result in significant expenses which would reduce its profits and cash flows or cause losses.
Constraints on capital availability have adversely affected the tanker industry and INSW’s business.
Certain of the Company’s customers, financial lenders and suppliers may suffer material adverse impacts on their financial condition that could make them unable
or unwilling to comply with their contractual commitments, including the refusal or inability to pay charter hire to INSW or an inability or unwillingness to lend
funds. While INSW seeks to monitor the financial condition of its customers, financial lenders and suppliers, the availability and accuracy of information about the
financial condition of such entities and the actions that INSW may take to reduce possible losses resulting from the failure of such entities to comply with their
contractual obligations is limited. Any such failure could have a material adverse effect on INSW’s revenues, profitability and cash flows.
The Company also faces other potential constraints on capital relating to counterparty credit risk and constraints on INSW’s ability to borrow funds. See also
“— Risks Related to Our Company — The Company is subject to credit risks with respect to its counterparties on contracts and any failure by those counterparties
to meet their obligations could cause the Company to suffer losses on such contracts, decreasing revenues and earnings” and “— Risks Related to Our
Company — INSW has incurred significant indebtedness which could affect its ability to finance its operations, pursue desirable business opportunities and
successfully run its business in the future, all of which could affect INSW’s ability to fulfill its obligations under that indebtedness.”
The current state of the global financial markets may adversely impact the Company’s ability to obtain additional financing on acceptable terms and otherwise
negatively impact the Company’s business.
Global financial markets have been, and continue to be, volatile. In recent years, businesses in the global economy have faced tightening credit, deteriorating
international liquidity conditions and volatile interest rates. There has been a general decline in the willingness of banks and other financial institutions to extend
credit, particularly in the shipping industry, due to the historically volatile asset values of vessels. As the shipping industry is highly dependent on the availability
of credit to finance and expand operations, it has been negatively affected by this decline.
Also, as a result of concerns about the stability of financial markets generally and the solvency of counterparties specifically, the cost of obtaining money from the
credit markets has increased as many lenders have increased interest rates, enacted tighter lending standards, refused to refinance existing debt at all or on terms
similar to current debt and reduced, and in some cases ceased to provide, funding to borrowers. Due to these factors, additional financing may not be available if
needed and to the extent required, on acceptable terms or at all. If additional financing is not available when needed, or is available only on unfavorable terms, the
Company may be unable to meet its obligations as they come due or the Company may be unable to execute its business strategy, complete additional vessel
acquisitions, or otherwise take advantage of potential business opportunities as they arise.
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International Seaways, Inc.
INSW conducts its operations internationally, which subjects it to changing economic, political and governmental conditions abroad that may adversely affect
its business.
The Company conducts its operations internationally, and its business, financial condition, results of operations and cash flows may be adversely affected by
changing economic, political and government conditions in the countries and regions where its vessels are employed, including:
regional or local economic downturns;
changes in governmental policy or regulation;
restrictions on the transfer of funds into or out of countries in which INSW or its customers operate;
difficulty in staffing and managing (including ensuring compliance with internal policies and controls) geographically widespread operations;
trade relations with foreign countries in which INSW’s customers and suppliers have operations, including protectionist measures such as tariffs and
import or export licensing requirements;
general economic and political conditions, which may interfere with, among other things, the Company’s supply chain, its customers and all of INSW’s
activities in a particular location;
difficulty in enforcing contractual obligations in non-U.S. jurisdictions and the collection of accounts receivable from foreign accounts;
different regulatory regimes in the various countries in which INSW operates;
inadequate intellectual property protection in foreign countries;
the difficulties and increased expenses in complying with multiple and potentially conflicting U.S. and foreign laws, regulations, security, product
approvals and trade standards, anti-bribery laws, government sanctions and restrictions on doing business with certain nations or specially designated
nationals;
import and export duties and quotas;
demands for improper payments from port officials or other government officials;
·
·
· U.S. and foreign customs, tariffs and taxes;
·
·
·
·
·
currency exchange controls, restrictions and fluctuations, which could result in reduced revenue and increased operating expense;
international incidents;
transportation delays or interruptions;
local conflicts, acts of war, terrorist attacks or military conflicts;
changes in oil prices or disruptions in oil supplies that could substantially affect global trade, the Company’s customers’ operations and the Company’s
business;
the imposition of taxes by flag states, port states and jurisdictions in which INSW or its subsidiaries are incorporated or where its vessels operate; and
expropriation of INSW’s vessels.
·
·
·
·
·
·
·
·
·
·
·
·
The occurrence of any such event could have a material adverse effect on the Company’s business.
INSW must comply with complex non-U.S. and U.S. laws and regulations, such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and other local
laws prohibiting corrupt payments to government officials; anti-money laundering laws; and competition regulations. Moreover, the shipping industry is generally
considered to present elevated risks in these areas. Violations of these laws and regulations could result in fines and penalties, criminal sanctions, restrictions on the
Company’s business operations and on the Company’s ability to transport cargo to one or more countries, and could also materially affect the Company’s brand,
ability to attract and retain employees, international operations, business and operating results. Although INSW has policies and procedures designed to achieve
compliance with these laws and regulations, INSW cannot be certain that its employees, contractors, joint venture partners or agents will not violate these policies
and procedures. INSW’s operations may also subject its employees and agents to extortion attempts.
The vote by the United Kingdom to leave the European Union could adversely affect us.
The United Kingdom referendum held in 2016 on its membership in the European Union (“E.U.”) resulted in a majority of U.K. voters voting to exit the E.U.
(“Brexit”). INSW has operations in the United Kingdom and the E.U., and as a result, INSW faces risks associated with the potential uncertainty and disruptions
that may follow Brexit, including with respect to volatility in exchange rates and interest rates, and potential material changes to the regulatory regime applicable
to its business or global trading parties. Brexit could adversely affect European or worldwide political, regulatory, economic or market conditions and could
contribute to instability in global political institutions, regulatory agencies and financial markets. Any of these effects of Brexit, and others INSW cannot anticipate
or that may evolve over time, could have a material adverse effect on INSW’s business, financial condition, results of operations and cash flows.
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International Seaways, Inc.
Changes in fuel prices may adversely affect profits.
Fuel is a significant, if not the largest, expense in the Company’s shipping operations when vessels are under voyage charter. Accordingly, an increase in the price
of fuel may adversely affect the Company’s profitability if these increases cannot be passed onto customers. The price and supply of fuel is unpredictable and
fluctuates based on events outside the Company’s control, including geopolitical developments; supply and demand for oil and gas; actions by OPEC, and other oil
and gas producers; war and unrest in oil producing countries and regions; regional production patterns; and environmental concerns and regulations, including
requirements to use certain fuels which are more costly. Fuel may become much more expensive in the future, which could reduce the profitability and
competitiveness of the Company’s business compared to other forms of transportation.
Acts of piracy on ocean-going vessels could adversely affect the Company’s business.
The frequency of pirate attacks on seagoing vessels remains relatively high, particularly in the western part of the Indian Ocean, off the west coast of Africa and in
the South China Sea. If piracy attacks result in regions in which the Company’s vessels are deployed being characterized by insurers as “war risk” zones, as the
Gulf of Aden has been, or Joint War Committee “war and strikes” listed areas, premiums payable for insurance coverage could increase significantly, and such
insurance coverage may become difficult to obtain. Crew costs could also increase in such circumstances due to risks of piracy attacks.
In addition, while INSW believes 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 the Company would dispute. The Company may not be adequately insured to cover losses from these incidents, which
could have a material adverse effect on the Company. In addition, hijacking as a result of an act of piracy against the Company’s vessels, or an increase in the cost
(or unavailability) of insurance for those vessels, could have a material adverse impact on INSW’s business, financial condition, results of operations and cash
flows. Such attacks may also impact the Company’s customers, which could impair their ability to make payments to the Company under their charters.
Terrorist attacks and international hostilities and instability can affect the tanker industry, which could adversely affect INSW’s business.
Terrorist attacks, the outbreak of war, or the existence of international hostilities could damage the world economy, adversely affect the availability of and demand
for crude oil and petroleum products and adversely affect both the Company’s ability to charter its vessels and the charter rates payable under any such charters. In
addition, INSW operates in a sector of the economy that is likely to be adversely impacted by the effects of political instability, terrorist or other attacks, war or
international hostilities. In the past, political instability has also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international
shipping, particularly in the Arabian Gulf region. These factors could also increase the costs to the Company of conducting its business, particularly crew,
insurance and security costs, and prevent or restrict the Company from obtaining insurance coverage, all of which could have a material adverse effect on INSW’s
business, financial condition, results of operations and cash flows.
Public health threats could have an adverse effect on the Company’s operations and financial results.
Public health threats and other highly communicable diseases, outbreaks of which have already occurred in various parts of the world near where INSW operates,
could adversely impact the Company’s operations, the operations of the Company’s customers and the global economy, including the worldwide demand for crude
oil and the level of demand for INSW’s services. Any quarantine of personnel, restrictions on travel to or from countries in which INSW operates, or inability to
access certain areas could adversely affect the Company’s operations. Travel restrictions, operational problems or large-scale social unrest in any part of the world
in which INSW operates, or any reduction in the demand for tanker services caused by public health threats in the future, may impact INSW’s operations and
adversely affect the Company’s financial results.
Risks Related to Our Company
INSW’s historical financial information for periods prior to November 30, 2016 is not necessarily representative of the results that INSW would have achieved
as a separate, publicly traded company and may not be a reliable indicator of INSW’s future financial results.
The historical information about INSW contained in this Annual Report on Form 10-K for periods prior to November 30, 2016 refers to its business as operated
and integrated with OSG through the date of the spin-off of INSW on November 30, 2016. Such historical financial information included herein is derived from the
historical financial statements and accounting records of OSG. Accordingly, such historical financial information included in this Annual Report on Form 10-K
does not necessarily reflect the financial condition, operating performance or cash flows that INSW would have achieved as a separate publicly traded company
during the periods presented or those that the Company will achieve in the future.
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International Seaways, Inc.
INSW has incurred significant indebtedness which could affect its ability to finance its operations, pursue desirable business opportunities and successfully
run its business in the future, all of which could affect INSW’s ability to fulfill its obligations under that indebtedness.
As of December 31, 2017, INSW had approximately $553 million of outstanding indebtedness, net of discounts and deferred finance costs. INSW’s substantial
indebtedness and interest expense could have important consequences, including:
·
·
·
·
·
·
·
·
·
·
Limiting INSW’s ability to use a substantial portion of its cash flow from operations in other areas of its business, including for working capital, capital
expenditures and other general business activities, because INSW must dedicate a substantial portion of these funds to service its debt;
to the extent INSW’s future cash flows are insufficient, requiring the Company to seek to incur additional indebtedness in order to make planned capital
expenditures and other expenses or investments;
limiting INSW’s ability to obtain additional financing in the future for working capital, capital expenditures, debt service requirements, acquisitions, and
other expenses or investments planned by the Company;
limiting the Company’s flexibility and ability to capitalize on business opportunities and to react to competitive pressures and adverse changes in
government regulation, and INSW’s business and industry;
limiting INSW’s ability to satisfy its obligations under its indebtedness;
increasing INSW’s vulnerability to a downturn in its business and to adverse economic and industry conditions generally;
placing INSW at a competitive disadvantage as compared to its less-leveraged competitors;
potentially limiting the Company’s ability to enter certain commercial pools;
limiting the Company’s ability, or increasing the costs, to refinance indebtedness; and
limiting the Company’s ability to enter into hedging transactions by reducing the number of counterparties with whom INSW can enter into such
transactions as well as the volume of those transactions.
INSW’s ability to continue to fund its obligations and to reduce or refinance debt may be affected by among other things, the age of the Company’s fleet and
general economic, financial market, competitive, legislative and regulatory factors. An inability to fund the Company’s debt requirements or reduce or refinance
debt could have a material adverse effect on INSW’s business, financial condition, results of operations and cash flows.
Additionally, the actual or perceived credit quality of the Company’s or its pools’ charterers (as well as any defaults by them) could materially affect the
Company’s ability to obtain the additional capital resources that it will require to purchase additional vessels or significantly increase the costs of obtaining such
capital. The Company’s inability to obtain additional financing at an acceptable cost, or at all, could materially affect the Company’s results of operation and its
ability to implement its business strategy.
The Company may not be able to generate sufficient cash to service all of its indebtedness, and could in the future breach covenants in its credit facilities and
term loans.
The Company’s earnings, cash flow and the market value of its vessels vary significantly over time due to the cyclical nature of the tanker industry, as well as
general economic and market conditions affecting the industry. As a result, the amount of debt that INSW can manage in some periods may not be appropriate in
other periods and its ability to meet the financial covenants to which it is subject or may be subject in the future may vary. Additionally, future cash flow may be
insufficient to meet the Company’s debt obligations and commitments. Any insufficiency could negatively impact INSW’s business.
The 2017 Debt Facilities contain certain restrictions relating to new borrowings as set forth in the loan agreement. In addition, the 2017 Debt Facilities have a
covenant to maintain the aggregate Fair Market Value of the Collateral Vessels (each as defined in that loan agreement) at greater than or equal to $300.0 million at
the end of each fiscal quarter and to ensure that at any time, the outstanding principal amounts of the 2017 Debt Facilities and certain other secured indebtedness
permitted under credit agreement minus the amount of unrestricted cash and cash equivalents does not exceed 65% of the aggregate Fair Market Value of the
Collateral Vessels plus the Fair Market Value of certain joint venture equity interests. While the Company was in compliance with these requirements as of
December 31, 2017, a decrease in vessel values or a failure to meet this ratio could cause the Company to breach certain covenants in its existing credit facilities
and term loans, or in future financing agreements that the Company may enter into from time to time. If the Company breaches such covenants and is unable to
remedy the relevant breach or obtain a waiver, the Company’s lenders could accelerate its debt and foreclose on the Company’s owned vessels.
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International Seaways, Inc.
A range of economic, competitive, financial, business, industry and other factors will affect future financial performance, and, accordingly, the Company’s ability
to generate cash flow from operations and to pay debt and to meet the financial covenants under the INSW Facilities. Many of these factors, such as charter rates,
economic and financial conditions in the tanker industry and the global economy or competitive initiatives of competitors, are beyond the Company’s control. If
INSW does not generate sufficient cash flow from operations to satisfy its debt obligations, it may have to undertake alternative financing plans, such as:
·
·
·
·
refinancing or restructuring its debt;
selling tankers or other assets;
reducing or delaying investments and capital expenditures; or
seeking to raise additional capital.
Undertaking alternative financing plans, if necessary, might not allow INSW to meet its debt obligations. The Company’s ability to restructure or refinance its debt
will depend on the condition of the capital markets, its access to such markets and its financial condition at that time. Any refinancing of debt could be at higher
interest rates and might require the Company to comply with more onerous covenants, which could further restrict INSW’s business operations. In addition, the
terms of existing or future debt instruments may restrict INSW from adopting some alternative measures. These alternative measures may not be successful and
may not permit INSW to meet its scheduled debt service obligations. The Company’s inability to generate sufficient cash flow to satisfy its debt obligations, to
meet the covenants of its credit agreements and term loans and/or to obtain alternative financing in such circumstances, could materially and adversely affect
INSW’s business, financial condition, results of operations and cash flows.
The Company will be required to make additional capital expenditures to expand the number of vessels in its fleet and to maintain all of its vessels, which
depend on additional financing.
The Company’s business strategy is based in part upon the expansion of its fleet through the purchase of additional vessels at attractive points. In 2017, INSW
purchased three vessels. If INSW is unable to fulfill its obligations under any memorandum of agreement or newbuilding construction contract for future vessel
acquisitions, the sellers of such vessels may be permitted to terminate such contracts and the Company may be required to forfeit all or a portion of the down
payments it made under such contracts and it may also be sued for any outstanding balance. In addition, as a newbuilding vessel must be drydocked within five
years of its delivery from a shipyard, with survey cycles of no more than 60 months for the first three surveys, and 30 months thereafter, not including any
unexpected repairs, the Company will incur significant maintenance costs for its existing and any newly-acquired vessels. As a result, if the Company does not
utilize its vessels as planned, these maintenance costs could have material adverse effects on the Company’s business, financial condition, results of operations and
cash flows.
The Company depends on third party service providers for technical and commercial management of its fleet.
The Company currently outsources to third party service providers, certain management services of its fleet, including technical management, certain aspects of
commercial management and crew management. In particular, the Company has entered into ship management agreements that assign technical management
responsibilities to a third party technical manager for each conventional tanker in the Company’s fleet (collectively, the “Ship Management Agreements”). The
Company has also transferred commercial management of much of its fleet to certain other third party service providers, principally commercial pools.
In such outsourcing arrangements, the Company has transferred direct control over technical and commercial management of the relevant vessels, while
maintaining significant oversight and audit rights, and must rely on third party service providers to, among other things:
·
·
comply with contractual commitments to the Company, including with respect to safety, quality and environmental compliance of the operations of the
Company’s vessels;
comply with requirements imposed by the U.S. government, the United Nations (“U.N.”) and the E.U. (i) restricting calls on ports located in countries
that are subject to sanctions and embargoes and (ii) prohibiting bribery and other corrupt practices;
respond to changes in customer demands for the Company’s vessels;
obtain supplies and materials necessary for the operation and maintenance of the Company’s vessels; and
·
·
· mitigate the impact of labor shortages and/or disruptions relating to crews on the Company’s vessels.
The failure of third-party service providers to meet such commitments could lead to legal liability or other damages to the Company. The third-party service
providers the Company has selected may not provide a standard of service comparable to that the Company provided for such vessels prior to any outsourcing. The
Company relies on its third-party service providers to comply with applicable law, and a failure by such providers to comply with such laws may subject the
Company to liability or damage its reputation even if the Company did not engage in the conduct itself. Furthermore, damage to any such third party’s reputation,
relationships or business may reflect on the Company directly or indirectly, and could have a material adverse effect on the Company’s reputation and business.
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International Seaways, Inc.
The third-party technical manager has the right to terminate the Ship Management Agreements at any time with 90 days’ notice. If the third-party technical
manager exercises that right, the Company will be required either to enter into substitute agreements with other third parties or to assume those management duties.
The Company may not succeed in negotiating and entering into such agreements with other third parties and, even if it does so, the terms and conditions of such
agreements may be less favorable to the Company. Furthermore, if the Company is required to dedicate internal resources to managing its fleet (including, but not
limited to, hiring additional qualified personnel or diverting existing resources), that could result in increased costs and reduced efficiency and profitability. Any
such changes could disrupt the Company’s business and have a material adverse effect on the Company’s business, results of operations and financial condition.
The contribution of the Company’s joint ventures to its profits and losses may fluctuate, which could have a material adverse effect on the Company’s
business, financial condition, results of operations and cash flows.
The Company currently owns an interest in six of its vessels through three joint ventures, two in which the Company has a 50% ownership interest and a third in
which the Company has a 49.9% ownership interest, together with other third-party vessel owners and operators in the Company’s industry. See Item 1,
“Business — Fleet Operations.” The Company’s ownership in these joint ventures is accounted for using the equity method, which means that the Company’s
allocation of profits and losses of the applicable joint venture is included in its consolidated financial statements. The contribution of the Company’s joint ventures
to the Company’s profits and losses may fluctuate, including the distributions that it may receive from such entities, which could have a material adverse effect on
the Company’s business, financial condition, results of operations and cash flows. Further, the carrying values of the Company’s investments in its joint ventures
may differ significantly from their fair market value.
A joint venture involves certain risks such as:
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INSW may not have voting control over the joint venture;
INSW may not be able to maintain good relationships with its joint venture partner;
The joint venture partner at any time may have economic or business interests that are inconsistent with INSW’s and may seek concessions from INSW;
The joint venture partner may fail to fund its share of capital for operations or to fulfill its other commitments, including providing accurate and timely
accounting and financial information to INSW;
The joint venture may experience operating difficulties and financial losses, which may lead to asset write-downs or impairment charges that could
negatively impact the operating results of the joint venture and INSW;
The joint venture or venture partner could lose key personnel; and
The joint venture partner could become bankrupt requiring INSW to assume all risks and capital requirements related to the joint venture project, and the
related bankruptcy proceedings could have an adverse impact on the operation of the partnership or joint venture.
Furthermore, the Company monitors the fair value of its investments, and records an impairment charge if a decline in fair value of an investment below its
carrying amount is determined to be other-than-temporary. The Company recorded impairment charges aggregating approximately $30 million in December 2016
as a result of a decline in the estimated fair value of its FSO joint ventures. In May 2017, the two FSO joint ventures signed five-year service contracts for
continued use of the FSOs in the Al Shaheen oil field off the coast of Qatar. These contracts commenced during the third quarter of 2017.
INSW’s business depends on voyage charters, and any future decrease in spot charter rates could adversely affect its earnings.
Voyage charters, including vessels operating in commercial pools that predominantly operate in the spot market, constituted 80% of INSW’s aggregate TCE
revenues in the year ended December 31, 2017, 76% in 2016 and 90% in 2015. Accordingly, INSW’s shipping revenues are significantly affected by prevailing
spot rates for voyage charters in the markets in which the Company’s vessels operate. The spot charter market may fluctuate significantly from time to time based
upon tanker and oil supply and demand. The spot market is very volatile, and, in the past, there have been periods when spot charter rates have declined below the
operating cost of vessels. For example, over the past five years, VLCC spot market rates (expressed as a time charter equivalent), which have ranged from a high of
$115,780 per day to negative values, averaged $13,743 per day in December 2017 on the benchmark route between the Middle East Gulf and Japan. The successful
operation of INSW’s vessels in the competitive spot charter market depends on, among other things, obtaining profitable spot charters and minimizing, to the
extent possible, time spent waiting for charters and time spent traveling unladen to pick up cargo. If spot charter rates decline in the future, then INSW may be
unable to operate its vessels trading in the spot market profitably, or meet its other obligations, including payments on indebtedness. Furthermore, as charter rates
for spot charters are fixed for a single voyage, which may last up to several weeks during periods in which spot charter rates are rising or falling, INSW will
generally experience delays in realizing the benefits from, or experiencing the detriments of those changes. See also Item 1, “Business — Fleet
Operations — Commercial Management.”
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International Seaways, Inc.
INSW may not be able to renew Time Charters when they expire or enter into new Time Charters.
INSW’s ability to renew expiring contracts or obtain new charters will depend on the prevailing market conditions at the time of renewal. As of December 31,
2017, INSW employed eight of its vessels on time or bareboat charters, with all of those charters expiring in 2018 (excluding the joint ventures). The Company’s
existing time charters may not be renewed at comparable rates or if renewed or entered into, those new contracts may be at less favorable rates. In addition, there
may be a gap in employment of vessels between current charters and subsequent charters. If at a time when INSW is seeking to arrange new charters for its vessels,
market participants expect that less capacity will be necessary in the future (for example, if it is expected that oil and natural gas prices will decrease in the future,
which could suggest that future oil and gas production levels will decline from then-current levels), INSW may not be able to obtain charters at attractive rates or at
all and could be forced to lay up the vessel until market conditions become more favorable. If, upon expiration of the existing time charters, INSW is unable to
obtain time charters or voyage charters at desirable rates, the Company’s business, financial condition, results of operations and cash flows may be adversely
affected.
Termination of, or a change in the nature of, INSW’s relationship with any of the commercial pools in which it participates could adversely affect its business.
As of December 31, 2017, seven of the Company’s nine VLCCs participate in the TI pool; both of its Suezmaxes participate in the Blue Fin pool; all seven
Aframaxes participate in the SIGMA pool; two of the Company’s eight crude Panamaxes and all four LR1s participate directly in the PI pool; its only LR2
participates in the Navig8 Alpha 8 pool; 13 of its MRs participate in the CPTA pool; and two of its MRs participate in the Navig8 MR pool (an aggregate of 15
MRs out of a total of 16 excluding a 2002-built MR which was held for sale as of December 31, 2017 and delivered to the buyer January 2018.). INSW’s
participation in these pools is intended to enhance the financial performance of the Company’s vessels through higher vessel utilization. Any participant in any of
these pools has the right to withdraw upon notice in accordance with the relevant pool agreement. Changes in the management of, and the terms of, these pools,
decreases in the number of vessels participating in these pools, or the termination of these pools, could result in increased costs and reduced efficiency and
profitability for the Company.
In addition, in recent years the E.U. has published guidelines on the application of the E.U. antitrust rules to traditional agreements for maritime services such as
commercial pools. While the Company believes that all the commercial pools it participates in comply with E.U. rules, there has been limited administrative and
judicial interpretation of the rules. Restrictive interpretations of the guidelines could adversely affect the ability to commercially market the respective types of
vessels in commercial pools.
In the highly competitive international market, INSW may not be able to compete effectively for charters.
The Company’s vessels are employed in a highly competitive market. Competition arises from other vessel owners, including major oil companies, which may
have substantially greater resources than INSW. Competition for the transportation of crude oil and other petroleum products depends on price, location, size, age,
condition and the acceptability of the vessel operator to the charterer. The Company believes that because ownership of the world tanker fleet is highly fragmented,
no single vessel owner is able to influence charter rates. To the extent INSW enters into new geographic regions or provides new services, it may not be able to
compete profitably. New markets may involve competitive factors that differ from those of the Company’s current markets, and the competitors in those markets
may have greater financial strength and capital resources than INSW does.
INSW may not realize the benefits it expects from past acquisitions or acquisitions or other strategic transactions it may make in the future.
INSW’s business strategy includes ongoing efforts to engage in material acquisitions of ownership interests in entities in the tanker industry and of individual
tankers. The success of INSW’s acquisitions will depend upon a number of factors, some of which may not be within its control. These factors include INSW’s
ability to:
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identify suitable tankers and/or shipping companies for acquisitions at attractive prices, which may not be possible if asset prices rise too quickly;
obtain financing;
identify businesses engaged in managing, operating or owning tankers for acquisitions or joint ventures;
integrate any acquired tankers or businesses successfully with INSW’s then-existing operations; and
enhance INSW’s customer base.
INSW intends to finance these acquisitions by using available cash from operations and through incurrence of debt, other financing sources or bridge financing,
any of which may increase its leverage ratios, or by issuing equity, which may have a dilutive impact on its existing shareholders. At any given time INSW may be
engaged in a number of discussions that may result in one or more acquisitions, some of which may be material to INSW as a whole. These opportunities require
confidentiality and may involve negotiations that require quick responses by INSW. Although there can be no certainty that any of these discussions will result in
definitive agreements or the completion of any transactions, the announcement of any such transaction may lead to increased volatility in the trading price of
INSW’s securities.
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International Seaways, Inc.
Acquisitions and other transactions can also involve a number of special risks and challenges, including:
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diversion of management time and attention from the Company’s existing business and other business opportunities;
delays in closing or the inability to close an acquisition for any reason, including third-party consents or approvals;
any unanticipated negative impact on the Company of disclosed or undisclosed matters relating to any vessels or operations acquired; and
assumption of debt or other liabilities of the acquired business, including litigation related to the acquired business.
The success of acquisitions or strategic investments depends on the effective integration of newly acquired businesses or assets into INSW’s current operations.
Such integration is subject to risks and uncertainties, including realization of anticipated synergies and cost savings, the ability to retain and attract personnel and
clients, the diversion of management’s attention from other business concerns, and undisclosed or potential legal liabilities of the acquired company or asset.
INSW may not realize the strategic and financial benefits that it expects from any of its past acquisitions, or any future acquisitions. Further, if a portion of the
purchase price of a business is attributable to goodwill and if the acquired business does not perform up to expectations at the time of the acquisition, some or all of
the goodwill may be written off, adversely affecting INSW’s earnings. INSW has recorded material write-offs of goodwill and intangible assets in prior years
related to earlier acquisitions it consummated.
The smuggling or alleged smuggling of drugs or other contraband onto the Company’s vessels may lead to governmental claims against the Company.
The Company expects that its vessels will call in ports where smugglers attempt to hide drugs and other contraband on vessels, with or without the knowledge of
crew members. To the extent the Company’s vessels are found with or accused to be carrying contraband, whether inside or attached to the hull of our vessels and
whether with or without the knowledge of any of its crew, the Company may face governmental or other regulatory claims which could have an adverse effect on
the Company’s business, financial condition, results of operations and cash flows. Additionally, such events could have ancillary consequences under INSW’s
financing and other agreements.
Operating costs and capital expenses will increase as the Company’s vessels age and may also increase due to unanticipated events relating to secondhand
vessels and the consolidation of suppliers.
In general, capital expenditures and other costs necessary for maintaining a vessel in good operating condition increase as the age of the vessel increases. As of
December 31, 2017, the weighted average age of the Company’s total owned and operated fleet was 11.7 years. In addition, older vessels are typically less fuel-
efficient than more recently constructed vessels due to improvements in engine technology. Accordingly, it is likely that the operating costs of INSW’s currently
operated vessels will increase. In addition, changes in governmental regulations and compliance with Classification Society standards may restrict the type of
activities in which the vessels may engage and/or may require INSW to make additional expenditures for new equipment. Every commercial tanker must pass
inspection by a Classification Society authorized by the vessel’s country of registry. The Classification Society certifies that a tanker is safe and seaworthy in
accordance with the applicable rule and regulations of the country of registry of the tanker and the international conventions of which that country is a member. If a
Classification Society requires the Company to add equipment, INSW may be required to incur substantial costs or take its vessels out of service. Market
conditions may not justify such expenditures or permit INSW to operate its older vessels profitably even if those vessels remain operational. If a vessel in INSW’s
fleet does not maintain its class and/or fails any survey, it will be unemployable and unable to trade between ports. This would negatively impact the Company’s
results of operation.
In addition, the Company’s fleet includes a number of vessels purchased in the secondhand market. While the Company typically inspects secondhand vessels
before it purchases them, those inspections do not necessarily provide INSW with the same level of knowledge about those vessels’ condition that INSW would
have had if these vessels had been built for and operated exclusively by it. The Company may not discover defects or other problems with such vessels before
purchase, which may lead to expensive, unanticipated repairs, and could even result in accidents or other incidents for which the Company could be liable.
Furthermore, recent mergers have reduced the number of available suppliers, resulting in fewer alternatives for sourcing key supplies. With respect to certain
items, INSW is generally dependent upon the original equipment manufacturer for repair and replacement of the item or its spare parts. Supplier consolidation may
result in a shortage of supplies and services, thereby increasing the cost of supplies or potentially inhibiting the ability of suppliers to deliver on time. These cost
increases or delays could result in downtime, and delays in the repair and maintenance of the Company’s vessels and have a material adverse effect on INSW’s
business, financial condition, results of operations and cash flows.
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International Seaways, Inc.
The Company’s operating leases could be replaced on less favorable terms or may not be replaced.
The Company’s operating fleet includes six vessels that have been chartered-in under operating leases. The operating leases of the Company expire in 2018 and
may not be replaced at all or on as favorable terms, which could have a material adverse effect on the Company’s future financial position, results of operations
and cash flows.
The Company is subject to credit risks with respect to its counterparties on contracts, and any failure by those counterparties to meet their obligations could
cause the Company to suffer losses on such contracts, decreasing revenues and earnings.
The Company has entered into, and in the future will enter into, various contracts, including charter agreements and other agreements associated with the operation
of its vessels. The Company charters its vessels to other parties, who pay the Company a daily rate of hire. The Company also enters voyage charters. Historically,
the Company has not experienced material problems collecting charter hire. The Company also Time Charters or bareboat charters some of its vessels from other
parties and its continued use and operation of such vessels depends on the vessel owners’ compliance with the terms of the Time Charter or bareboat charter.
Additionally, the Company enters into derivative contracts (interest rate swaps and caps) from time to time. As a result, the Company is subject to credit risks. The
ability of each of the Company’s counterparties to perform its obligations under a contract with it will depend on a number of factors that are beyond the
Company’s control and may include, among other things, general economic conditions; availability of debt or equity financing; the condition of the maritime and
offshore industries; the overall financial condition of the counterparty; charter rates received for specific types of vessels; and various expenses. Charterers are
sensitive to the commodity markets and may be impacted by market forces affecting commodities such as oil. In addition, in depressed market conditions, the
Company’s charterers and customers may no longer need a vessel that is currently under charter or contract or may be able to obtain a comparable vessel at lower
rates. As a result, the Company’s customers may fail to pay charter hire or attempt to renegotiate charter rates. If the counterparties fail to meet their obligations,
the Company could suffer losses on such contracts which would decrease revenues, cash flows and earnings.
The Company relies on the skills of its senior management team, some of whom are relatively new to their current roles, and if the Company was required to
replace them, it could negatively impact the effectiveness of management and the Company’s results of operations could be negatively impacted.
INSW’s success depends to a significant extent upon the expertise, capabilities and efforts of its senior executives in managing the Company’s activities. While
INSW is led by executives with significant experience in their respective areas of responsibility, certain members of the management team have limited experience
acting in their current roles for a public company or in working together as a team for a significant period of time. The loss or unavailability of one or more of
INSW’s senior executives for an extended period of time could adversely affect the Company’s business and results of operations.
The Company may face unexpected drydock costs for its vessels.
Vessels must be drydocked periodically. The cost of repairs and renewals required at each drydock are difficult to predict with certainty, can be substantial and the
Company’s insurance does not cover these costs. In addition, vessels may have to be drydocked in the event of accidents or other unforeseen damage, and INSW’s
insurance may not cover all of these costs. Vessels in drydock will generally not generate any income. Large drydocking expenses could adversely affect the
Company’s results of operations and cash flows. In addition, the time when a vessel is out of service for maintenance is determined by a number of factors
including regulatory deadlines, market conditions, shipyard availability and customer requirements, and accordingly the length of time that a vessel may be off-hire
may be longer than anticipated, which could adversely affect the Company’s business, financial condition, results of operations and cash flows.
Technological innovation could reduce the Company’s charter income and the value of the Company’s vessels.
The charter rates and the value and operational life of a vessel are determined by a number of factors including the vessel’s efficiency, operational flexibility and
physical life. Efficiency includes speed, fuel economy and the ability to load and discharge cargo quickly. Flexibility includes the ability to enter harbors, utilize
related docking facilities and pass through canals and straits. The length of a vessel’s physical life is related to its original design and construction, its maintenance
and the impact of the stress of operations. If new tankers are built that are more efficient or more flexible or have longer physical lives than the Company’s vessels,
competition from these more technologically advanced vessels could adversely affect the amount of charter payments the Company receives for its vessels once
their initial charters expire and the resale value of the Company’s vessels could significantly decrease. As a result, the Company’s business, financial condition,
results of operations and cash flows could be adversely affected.
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International Seaways, Inc.
The Company stores, processes, maintains, and transmits confidential information through information technology (“IT”) systems. Cybersecurity issues, such
as security breaches and computer viruses, affecting INSW’s IT systems or those of its third-party vendors, suppliers or counterparties, could disrupt INSW’s
business, result in the unintended disclosure or misuse of confidential or proprietary information, damage its reputation, increase its costs, and cause losses .
The Company collects, stores and transmits sensitive data, including its own proprietary business information and that of its counterparties, and personally
identifiable information of counterparties and employees, using both its own IT systems and those of third party vendors. In addition, we rely on the transmission
of similarly sensitive data from the Company’s third-party suppliers and vendors. The secure storage, processing, maintenance and transmission of this information
is critical to INSW’s operations. The Company’s dependency on IT systems includes accounting, billing, disbursement, cargo booking and tracking, vessel
scheduling and stowage, equipment tracking, customer service, banking, payroll and communication systems. The Company’s IT network, or those of its
customers or third-party vendors, suppliers or counterparties, could be vulnerable to unauthorized access, computer viruses, and other security problems as well as
failures caused by the occurrence of natural disasters or other unexpected problems. Many companies, including companies in the shipping industry, have
increasingly reported breaches in the security of their websites or other systems, some of which have involved sophisticated and targeted attacks intended to obtain
unauthorized access to confidential information, destroy data, disrupt or degrade service, sabotage systems or cause other damage. The Company has experienced
attacks on its email system to obtain unauthorized access to confidential information.
The Company may be required to spend significant capital and other resources to protect against the threat of security breaches and computer viruses, or to
alleviate problems caused by security breaches or viruses. Security breaches and viruses could expose us to claims, litigation and other possible liabilities. Any
inability to prevent security breaches (including the inability of INSW’s third party vendors, suppliers or counterparties to prevent security breaches) could also
cause existing clients to lose confidence in the Company’s IT systems and could adversely affect INSW’s reputation, cause losses to INSW or our customers,
damage our brand, and increase our costs.
INSW’s revenues are subject to seasonal variations.
INSW operates its tankers in markets that have historically exhibited seasonal variations in demand for tanker capacity, and therefore, charter rates. Peaks in tanker
demand quite often precede seasonal oil consumption peaks, as refiners and suppliers anticipate consumer demand. Charter rates for tankers are typically higher in
the fall and winter months as a result of increased oil consumption in the Northern Hemisphere. Unpredictable weather patterns and variations in oil reserves
disrupt tanker scheduling. Because a majority of the Company’s vessels trade in the spot market, seasonality has affected INSW’s operating results on a quarter-to-
quarter basis and could continue to do so in the future. Such seasonality may be outweighed in any period by then current economic conditions or tanker industry
fundamentals.
Effective internal controls are necessary for the Company to provide reliable financial reports and effectively prevent fraud.
The Company maintains a system of internal controls to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with GAAP. The process of designing and implementing effective internal controls is a continuous effort
that requires the Company to anticipate and react to changes in its business and the economic and regulatory environments and to expend significant resources to
maintain a system of internal controls that is adequate to satisfy its reporting obligations as a public company.
Any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met.
Any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could increase the Company’s operating
costs and harm its business. Furthermore, investors’ perceptions that the Company’s internal controls are inadequate or that the Company is unable to produce
accurate financial statements on a timely basis may harm its stock price.
Work stoppages or other labor disruptions may adversely affect INSW’s operations.
INSW could be adversely affected by actions taken by employees of other companies in related industries (including third parties providing services to INSW)
against efforts by management to control labor costs, restrain wage or benefit increases or modify work practices or the failure of other companies in its industry to
successfully negotiate collective bargaining agreements.
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International Seaways, Inc.
Risks Related to Legal and Regulatory Matters
Governments could requisition the Company’s vessels during a period of war or emergency, which may negatively impact the Company’s business, financial
condition, results of operations and available cash.
A government could requisition one or more of the Company’s vessels for title or hire. Requisition for title occurs when a government takes control of a vessel and
becomes the owner. Requisition for hire occurs when a government takes control of a vessel and effectively becomes the charterer at dictated charter rates.
Generally, requisitions occur during a period of war or emergency. Government requisition of one or more of the Company’s vessels may negatively impact the
Company’s business, financial condition, results of operations and available cash.
The Company’s vessels may be directed to call on ports located in countries that are subject to restrictions imposed by the U.S. government, the U.N. or the
E.U., which could negatively affect the trading price of the Company’s common shares.
From time to time, certain of the Company’s vessels, on the instructions of the charterers or pool manager responsible for the commercial management of such
vessels, have called and may again call on ports located in countries or territories, and/or operated by persons, subject to sanctions and embargoes imposed by the
U.S. government, the U.N. or E.U. and countries identified by the U.S. government, the U.N. or the E.U. as state sponsors of terrorism. The U.S., U.N. and E.U.
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 expanded over time. Some sanctions may also apply to transportation of goods (including crude
oil) originating in sanctioned countries (particularly Iran), even if the vessel does not travel to those countries, or otherwise acting on behalf of sanctioned persons.
Sanctions may include the imposition of penalties and fines against companies violating national law or companies acting outside the jurisdiction of the
sanctioning power themselves becoming the target of sanctions.
Although INSW believes that it is in compliance with all applicable sanctions and embargo laws and regulations and intends to maintain such compliance, and
INSW does not, and does not intend to, engage in sanctionable activity, INSW might fail to comply or may engage in a sanctionable activity in the future,
particularly as the scope of certain laws may be unclear and may be subject to changing interpretations. Any such violation or sanctionable activity could result in
fines or other penalties, or the imposition of sanctions against the Company, and could result in some investors deciding, or being required, to divest their interest,
or not to invest, in the Company and negatively affect INSW’s reputation and investor perception of the value of INSW’s common stock.
Compliance with complex laws, regulations, and, in particular, environmental laws or regulations, including those relating to the emission of greenhouse
gases, may adversely affect INSW’s business.
The Company’s operations are affected by extensive and changing international, national and local environmental protection laws, regulations, treaties,
conventions and standards in force in international waters, the jurisdictional waters of the countries in which INSW’s vessels operate, as well as the countries of its
vessels’ registration. Many of these requirements are designed to reduce the risk of oil spills. They also regulate other water pollution issues, including discharge of
ballast water and effluents and air emissions, including emission of greenhouse gases. These requirements impose significant capital and operating costs on INSW,
including, without limitation, ones related to engine adjustments and ballast water treatment.
Environmental laws and regulations also can affect the resale value or significantly reduce the useful lives of the Company’s vessels, require a reduction in
carrying capacity, ship modifications or operational changes or restrictions (and related increased operating costs) or retirement of service, lead to decreased
availability or higher cost of insurance coverage for environmental matters or result in the denial of access to, or detention in, certain jurisdictional waters or ports.
Under local, national and foreign laws, as well as international treaties and conventions, INSW could incur material liabilities, including cleanup obligations, in the
event that there is a release of petroleum or other hazardous substances from its vessels or otherwise in connection with its operations. INSW could also become
subject to personal injury or property damage claims relating to the release of or exposure to hazardous materials associated with its current or historic operations.
Violations of or liabilities under environmental requirements also can result in substantial penalties, fines and other sanctions, including in certain instances,
seizure or detention of the Company’s vessels.
INSW could incur significant costs, including cleanup costs, fines, penalties, third-party claims and natural resource damages, as the result of an oil spill or
liabilities under environmental laws. The Company is subject to the oversight of several government agencies, including the U.S. Coast Guard and the EPA. OPA
90 affects all vessel owners shipping oil or hazardous material to, from or within the United States. OPA 90 allows for potentially unlimited liability without regard
to fault for owners, operators and bareboat charterers of vessels for oil pollution in U.S. waters. Similarly, the International Convention on Civil Liability for Oil
Pollution Damage, 1969, as amended, which has been adopted by most countries outside of the United States, imposes liability for oil pollution in international
waters. OPA 90 expressly permits individual states to impose their own liability regimes with regard to hazardous materials and oil pollution incidents occurring
within their boundaries. Coastal states in the United States have enacted pollution prevention liability and response laws, many providing for unlimited liability.
Similarly, the International Convention on Civil Liability for Oil Pollution Damage, 1969, as amended, which has been adopted by most countries outside of the
United States, imposes liability for oil pollution in international waters.
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International Seaways, Inc.
In addition, in complying with OPA 90, IMO regulations, E.U. directives and other existing laws and regulations and those that may be adopted, shipowners likely
will incur substantial additional capital and/or operating expenditures in meeting new regulatory requirements, in developing contingency arrangements for
potential spills and in obtaining insurance coverage. Key regulatory initiatives that are anticipated to require substantial additional capital and/or operating
expenditures in the next several years include more stringent limits on the sulfur content of fuel oil for vessels operating in certain areas and more stringent
requirements for management and treatment of ballast water.
Certain of the Company’s vessels are subject to more stringent numeric discharge limits of ballast water under the EPA’s VGP, with additional vessels becoming
subject in future years, even though those vessels have obtained a valid extension from the USCG for implementation of treatment technology under the USCG’s
final rules. The EPA has determined that it will not issue extensions under the VGP but has stated that vessels that (i) have received an extension from the USCG,
(ii) are in compliance with all of the VGP requirements other than numeric discharge limits and (iii) meet certain other requirements will be entitled to “low
enforcement priority”. While INSW believes that any vessel that is or may become subject to the more stringent numeric discharge limits of ballast water meets the
conditions for “low enforcement priority,” no assurance can be given that they will do so. If the EPA determines to enforce the limits for such vessels, such action
could have a material adverse effect on INSW. See Item 1, “Business ___ Environmental and Security Matters Relating to Bulk Shipping.”
Other government regulation of vessels, particularly in the areas of safety and environmental requirements, can be expected to become more strict in the future and
require the Company to incur significant capital expenditures on its vessels to keep them in compliance, or even to scrap or sell certain vessels altogether. Such
expenditures could result in financial and operational impacts that may be material to INSW’s financial statements. Additionally, the failure of a shipowner or
bareboat charterer to comply with local, domestic and foreign regulations may subject it to increased liability, may invalidate existing insurance or decrease
available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports. If any of our vessels are denied access to,
or are detained in, certain ports, reputation, business, financial results and cash flows could be materially and adversely affected.
Accidents involving highly publicized oil spills and other mishaps involving vessels can be expected in the tanker industry, and such accidents or other events
could be expected to result in the adoption of even stricter laws and regulations, which could limit the Company’s operations or its ability to do business and which
could have a material adverse effect on INSW’s business, financial results and cash flows. In addition, the Company is required by various governmental and
quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to its operations. The Company believes its vessels are maintained in
good condition in compliance with present regulatory requirements, are operated in compliance with applicable safety and environmental laws and regulations and
are insured against usual risks for such amounts as the Company’s management deems appropriate. The vessels’ operating certificates and licenses are renewed
periodically during each vessel’s required annual survey. However, government regulation of tankers, particularly in the areas of safety and environmental impact
may change in the future and require the Company to incur significant capital expenditures with respect to its ships to keep them in compliance.
Due to concern over the risk of climate change, a number of countries, including the United States, and international organizations, including the E.U., the IMO
and the U.N., have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emissions. These regulatory measures include,
among others, adoption of cap and trade regimes, carbon taxes, increased efficiency standards, and incentives or mandates for renewable energy. Such actions
could result in significant financial and operational impacts on the Company’s business, including requiring INSW to install new emission controls, acquire
allowances or pay taxes related to its greenhouse gas emissions, or administer and manage a greenhouse gas emission program. See Item 1,
“Business — Environmental and Security Matters Relating to Bulk Shipping.” In addition to the added costs, the concern over climate change and regulatory
measures to reduce greenhouse gas emissions may reduce global demand for oil and oil products, which would have an adverse effect on INSW’s business,
financial results and cash flows.
The employment of the Company’s vessels could be adversely affected by an inability to clear the oil majors’ risk assessment process.
The shipping industry, and especially vessels that transport crude oil and refined petroleum products, is heavily regulated. In addition, the “oil majors” such as BP,
Chevron Corporation, Phillips 66, Exxon Mobil Corp., Royal Dutch Shell and Total S.A. have developed a strict due diligence process for selecting their shipping
partners out of concerns for the environmental impact of spills. This vetting process has evolved into a sophisticated and comprehensive risk assessment of both the
vessel manager and the vessel, including audits of the management office and physical inspections of the ship. Under the terms of the Company’s charter
agreements (including those entered into by pools in which the Company participates), the Company’s charterers require that the Company’s vessels and the
technical managers pass vetting inspections and management audits, respectively. The Company’s failure to maintain any of its vessels to the standards required by
the oil majors could put the Company in breach of the applicable charter agreement and lead to termination of such agreement. Should the Company not be able to
successfully clear the oil majors’ risk assessment processes on an ongoing basis, the future employment of the Company’s vessels could be adversely affected since
it might lead to the oil majors’ terminating existing charters.
30
International Seaways, Inc.
The Company may be subject to litigation and government inquiries or investigations that, if not resolved in the Company’s favor and not sufficiently covered
by insurance, could have a material adverse effect on it.
The Company has been and is, from time to time, involved in various litigation matters and subject to government inquiries and investigations. These matters may
include, among other things, regulatory proceedings and litigation arising out of or relating to contract disputes, personal injury claims, environmental claims or
proceedings, asbestos and other toxic tort claims, employment matters, governmental claims for taxes or duties, and other disputes that arise in the ordinary course
of the Company’s business. For example, in late September 2017, an industrial accident at a leased facility in Galveston resulted in fatalities to two temporary
employees. In accordance with law, an investigation of the accident is currently underway, and filed lawsuits have identified several defendants, including a
subsidiary of the Company. The Company believes it is too early to determine what, if any, effect the outcome of this matter will have on us.
Although the Company intends to defend these matters vigorously, it cannot predict with certainty the outcome or effect of any such matter, and the ultimate
outcome of these matters or the potential costs to resolve them could involve or result in significant expenditures or losses by the Company, or result in significant
changes to INSW’s tariffs, rates, rules and practices in dealing with its customers, all of which could have a material adverse effect on the Company’s future
operating results, including profitability, cash flows, and financial condition. Insurance may not be applicable or sufficient in all cases and/or insurers may not
remain solvent which may have a material adverse effect on the Company’s financial condition. The Company’s recorded liabilities and estimates of reasonably
possible losses for its contingent liabilities are based on its assessment of potential liability using the information available to the Company at the time and, as
applicable, any past experience and trends with respect to similar matters. However, because litigation is inherently uncertain, the Company’s estimates for
contingent liabilities may be insufficient to cover the actual liabilities from such claims, resulting in a material adverse effect on the Company’s business, financial
condition, results of operations and cash flows. See Item 3, “Legal Proceedings” in this Annual Report on Form 10-K and Note 20, “Contingencies,” to the
Company’s consolidated financial statements set forth in Item 8, “Financial Statements and Supplementary Data.”
Maritime claimants could arrest INSW’s vessels, which could interrupt cash flows.
Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against that vessel for unsatisfied
debts, claims or damages. In many jurisdictions, a maritime lien holder may enforce its lien by arresting a vessel through foreclosure proceedings. The arrest or
attachment of one or more of the Company’s vessels could interrupt INSW’s cash flow and require it to pay a significant amount of money to have the arrest lifted.
In addition, in some jurisdictions, such as South Africa, under the “sister ship” theory of liability, a claimant may arrest both the vessel that is subject to the
claimant’s maritime lien and any “associated” vessel, meaning any vessel owned or controlled by the same owner. Claimants could try to assert “sister ship”
liability against one vessel in the Company’s fleet for claims relating to another vessel in its fleet which, if successful, could have an adverse effect on the
Company’s business, financial condition, results of operations and cash flows.
We may be subject to U.S. federal income tax on U.S. source shipping income, which would reduce our net income and cash flows.
If we do not qualify for an exemption pursuant to Section 883, or the “Section 883 exemption,” of the U.S. Internal Revenue Code of 1986, as amended, or the
“Code,” then we will be subject to U.S. federal income tax on our shipping income that is derived from U.S. sources. If we are subject to such tax, our results of
operations and cash flows would be reduced by the amount of such tax. We will qualify for the Section 883 exemption for 2018 and forward if, among other
things, (i) our common shares are treated as primarily and regularly traded on an established securities market in the United States or another qualified country
(“publicly traded test”), or (ii) we satisfy one of two other ownership tests. Under applicable U.S. Treasury Regulations, the publicly traded test will not be satisfied
in any taxable year in which persons who directly, indirectly or constructively own five percent or more of our common shares (sometimes referred to as “5%
shareholders”) own 50% or more of the vote and value of our common shares for more than half the days in such year, unless an exception applies. We can provide
no assurance that ownership of our common shares by 5% shareholders will allow us to qualify for the Section 883 exemption in 2018 and any other future taxable
years. If we do not qualify for the Section 883 exemption, our gross shipping income derived from U.S. sources, i.e., 50% of our gross shipping income attributable
to transportation beginning or ending in the United States (but not both beginning and ending in the United States), generally would be subject to a four percent tax
without allowance for deductions.
31
International Seaways, Inc.
U.S. tax authorities could treat us as a “passive foreign investment company,” which could have adverse U.S. federal income tax consequences to U.S.
shareholders.
A non-U.S. corporation generally will be treated as a “passive foreign investment company,” or a “PFIC,” for U.S. federal income tax purposes if, after applying
certain look through rules, either (i) at least 75% of its gross income for any taxable year consists of “passive income” or (ii) at least 50% of the average value
(determined on a quarterly basis) produce or are held for the production of “passive income.” We refer to assets which produce or are held for production of
“passive income” as “passive assets.” For purposes of these tests, “passive income” generally includes dividends, interest, gains from the sale or exchange of
investment property and rental income and royalties other than rental income and royalties which are received from unrelated parties in connection with the active
conduct of a trade or business, as defined in applicable U.S. Treasury Regulations. Passive income does not include income derived from the performance of
services. Although there is no authority under the PFIC rules directly on point, and existing legal authority in other contexts is inconsistent in its treatment of time
charter income, we believe that the gross income we derive or are deemed to derive from our time and spot chartering activities is services income, rather than
rental income. Accordingly, we believe that (i) our income from time and spot chartering activities does not constitute passive income and (ii) the assets that we
own and operate in connection with the production of that income do not constitute passive assets. Therefore, we believe that we are not now and have never been
a PFIC with respect to any taxable year. There is no assurance that the IRS or a court of law will accept our position and there is a risk that the IRS or a court of
law could determine that we are a PFIC. Moreover because there are uncertainties in the application of the PFIC rules and PFIC status is determined annually and
is based on the composition of a company’s income and assets (which are subject to change), we can provide no assurance that we will not become a PFIC in any
future taxable year. If we were to be treated as a PFIC for any taxable year (and regardless of whether we remain as a PFIC for subsequent taxable years), our U.S.
shareholders would be subject to a disadvantageous U.S. federal income tax regime with respect to distributions received from us and gain, if any, derived from the
sale or other disposition of our common shares. These adverse tax consequences to shareholders could negatively impact our ability to issue additional equity in
order to raise the capital necessary for our business operations.
Risks Related to the Common Stock
We are incorporated in the Marshall Islands, which does not have a well-developed body of corporate case law or bankruptcy law and, as a result, shareholders
may have fewer rights and protections under Marshall Islands law than under a typical jurisdiction in the United States.
Our corporate affairs are governed by our articles of incorporation and bylaws and by the Marshall Islands Business Corporations Act (the "BCA"). The provisions
of the BCA resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Marshall
Islands interpreting the BCA. The rights and fiduciary responsibilities of directors under the law of the Marshall Islands are not as clearly established as the rights
and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain U.S. jurisdictions. Shareholder rights may differ as well. While
the BCA does specifically incorporate the non-statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative
provisions, our shareholders may have more difficulty in protecting their interests in the face of actions by management, directors or controlling shareholders than
would shareholders of a corporation incorporated in a U.S. jurisdiction. In addition, the Marshall Islands does not have a well-developed body of bankruptcy law.
As such, in the case of a bankruptcy involving us, there may be a delay of bankruptcy proceedings and the ability of securityholders and creditors to receive
recovery after a bankruptcy proceeding, and any such recovery may be less predictable.
It may be difficult to serve process on or enforce a United States judgment against us, our officers and our directors because we are a foreign corporation.
We are a corporation formed in the Republic of the Marshall Islands. In addition, a substantial portion of our assets are located outside of the United States. As a
result, you may have difficulty serving legal process within the United States upon us. You may also have difficulty enforcing, both in and outside the United
States, judgments you may obtain in U.S. courts against us or our directors and officers, including in actions based upon the civil liability provisions of U.S. federal
or state securities laws. Furthermore, there is substantial doubt that the courts of the Republic of the Marshall Islands or of the non-U.S. jurisdictions in which our
offices are located would enter judgments in original actions brought in those courts predicated on U.S. federal or state securities laws.
The market price of the Company’s securities may fluctuate significantly .
The Company’s common stock is listed on New York Stock Exchange. However, trading volume has been relatively low and the market price of the Company’s
common stock may fluctuate substantially. You may not be able to resell your common stock at or above the price you paid for such securities due to a number of
factors, some of which are beyond the Company’s control. These risks include those described or referred to in this “Risk Factors” section and under “Forward -
Looking Statements,” as well as, among other things: fluctuations in the Company’s operating results; activities of and results of operations of the Company’s
competitors; changes in the Company’s relationships with the Company’s customers or the Company’s vendors; changes in business or regulatory conditions;
changes in the Company’s capital structure; any announcements by the Company or its competitors of significant acquisitions, strategic alliances or joint ventures;
additions or departures of key personnel; investors’ general perception of the Company; failure to meet market expectations; future sales of the Company’s
securities by it, directors, executives and significant stockholders; changes in domestic and international economic and political conditions; and other events or
factors, including those resulting from natural disasters, war, acts of terrorism or responses to these events. Any of the foregoing factors could also cause the price
of the Company’s equity securities to fall and may expose the Company to securities class action litigation. Any securities class action litigation could result in
substantial cost and the diversion of management’s attention and resources.
32
International Seaways, Inc.
In addition, the stock market has recently experienced volatility that, in some cases, has been unrelated or disproportionate to the operating performance of
particular companies. These broad market and industry fluctuations may adversely affect the market price of the Company’s common stock, regardless of its actual
operating performance.
Investors’ percentage ownership in INSW may be diluted in the future.
The Company may issue equity in order to raise capital or in connection with future acquisitions and strategic investments, which would dilute investors’
percentage ownership in INSW. In addition, investors’ percentage ownership may be diluted if the Company issues equity instruments such as debt and equity
financing. If the Company’s board of directors makes grants of equity awards to the Company’s directors, officers and employees pursuant to any equity incentive
or compensation plan, any such grants would cause further dilution.
INSW has not paid cash dividends on its Common Stock.
INSW has not paid cash dividends or other distributions with respect to its Common Stock. Any future determinations to pay dividends on its Common Stock will
be at the discretion of its board of directors and will depend upon many factors, including INSW’s future operations and earnings, capital requirements and surplus,
general financial condition, contractual restrictions and other factors its board of directors may deem relevant. The timing, declaration, amount and payment of any
future dividends will be at the discretion of INSW’s board of directors. INSW has no obligation to, and may not be able to, declare or pay dividends on its
Common Stock. If INSW does not declare and pay dividends on our Common Stock, its share price could decline.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
We lease approximately 13,100 square feet of office space for the Company’s New York headquarters. We do not own or lease any production facilities, plants,
mines or similar real properties.
Vessels:
At December 31, 2017, the Company owned or operated an aggregate of 49 vessels (including six chartered-in vessels) and had ownership interests in six
additional vessels through joint ventures. See tables presented under Item 1, “Business—Fleet Operations.”
ITEM 3. LEGAL PROCEEDINGS
See Note 20, “Contingencies” to the Company’s consolidated financial statements set forth in Item 8, “Financial Statements and Supplementary Data” of this Form
10-K for information regarding legal proceedings in which we are involved.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
33
International Seaways, Inc.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
Market
Information,
Holders
and
Dividends
The Company’s common stock was approved for listing on the New York Stock Exchange (NYSE) on November 9, 2016.
On November 30, 2016, we amended and restated our articles of incorporation (“Amended and Restated Articles of Incorporation”). In accordance with the
Amended and Restated Articles of Incorporation, immediately prior to the distribution of our common stock by OSG the Company effected a stock split on its
102.21 issued and outstanding shares of common stock, which were all owned by OSG, to allow for a prorata dividend of such shares to the holders of OSG
common stock and warrants as described in Item 1, “ Business — Overview and Recent Developments” above. Following the distribution our authorized capital
stock consisted of 100,000,000 shares of no par value common stock and 10,000,000 shares of no par value preferred stock.
The following table summarizes (i) the quarterly high and low closing sales prices of the Company’s common stock (INSW) as reported on the NYSE since
December 1, 2016 as there was no established published trading market prior to December 1, 2016.
2017
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
2016
Fourth Quarter
Common stock (INSW)
Low
High
(In dollars)
$
$
$
$
$
20.41 $
21.67 $
23.02 $
20.88 $
14.39
18.63
17.99
16.68
14.88 $
10.64
On March 7, 2018, there were 195 stockholders of record of the Company’s common stock.
The Company has not paid any cash dividends since its spin-off from OSG. The declaration and timing of future cash dividends, if any, will be at the discretion of
the Board of Directors and will depend upon, among other things, our future operations and earnings, capital requirements, general financial condition, contractual
restrictions, restrictions imposed by applicable law or the SEC and such other factors as our Board of Directors may deem relevant. In addition, the Company’s
ability to pay cash dividends in the future may be limited by the Company’s loan agreements. See Note 8, “Debt”, to the Company’s consolidated financial
statements set forth in Item 8, “Financial Statements and Supplementary Data” of this Form 10-K for additional information about these limitations.
Purchase
of
Equity
Securities
On May 2, 2017, the Company’s Board of Directors approved a resolution authorizing the Company to implement a stock repurchase program. Under the program,
the Company may opportunistically repurchase up to $30,000 worth of shares of the Company’s common stock from time to time over a 24-month period, on the
open market or otherwise, in such quantities, at such prices, in such manner and on such terms and conditions as management determines is in the best interests of
the Company. Shares owned by employees, directors and other affiliates of the Company will not be eligible for repurchase under this program without further
authorization from the Board. During the quarter ended September 30, 2017, the Company repurchased and retired 160,000 shares of its common stock in open-
market purchases at an average price of $19.86 per share, for a total cost of $3,177. As of December 31, 2017, the maximum number of shares that may still be
purchased under the Program is 1,350,907 shares which was determined by dividing the remaining buyback authorization ($26,823) by the average purchase price
of common stock repurchased during 2017. Future buybacks under the stock repurchase program will be at the discretion of our Board of Directors and subject to
limitations under the Company’s 2017 Term Loan Facility.
34
International Seaways, Inc.
Stockholder
Return
Performance
Presentation
Set forth below is a line graph for the period between December 1, 2016 and December 31, 2017 comparing the percentage change in the cumulative total
stockholder return on the Company’s common stock against the cumulative return of (i) the published Standard and Poor’s 500 index and (ii) a peer group index
consisting of Teekay Tankers Ltd. Class A (TNK), Nordic American Tankers Limited (NAT), DHT Holdings, Inc. (DHT), Ardmore Shipping Corporation (ASC),
Scorpio Tankers, Inc. (STNG), Euronav NV (EURN), Gener8 Maritime Inc. (GNRT), Navios Maritime Acquisition Corporation (NNA), and the Company,
referred to as the peer group index (old) previously used by the Company and included herein for comparative purposes, and (iii) a peer group index consisting of
Frontline Ltd. (FRO), Tsakos Energy Navigation Limited (TNP), Teekay Tankers Ltd. Class A (TNK), DHT Holdings, Inc. (DHT), Ardmore Shipping Corporation
(ASC), Scorpio Tankers, Inc. (STNG), Euronav NV (EURN), Gener8 Maritime Inc. (GNRT), Navios Maritime Acquisition Corporation (NNA) and the Company,
referred to as the peer group index (new). One company previously included in the peer group index (old), Nordic American Tankers Limited (NAT), was removed
and two companies were added to the peer group index (new) - Frontline Ltd. (FRO) and Tsakos Energy Navigation Limited (TNP). The Company believes that
this expanded peer group index is more aligned with the peer group management uses to measure its performance and overall more relevant for comparative
purposes.
STOCK PERFORMANCE GRAPH
COMPARISON OF CUMULATIVE TOTAL RETURN*
THE COMPANY, S&P 500 INDEX, PEER GROUP INDEX
*Assumes
that
the
value
of
the
investment
in
the
Company’s
common
stock
and
each
index
was
$100
on
December
1,
2016
and
that
all
dividends
were
reinvested.
35
International Seaways, Inc.
Equity
Compensation
Plan
Information
See Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” for further information on the number of
shares of the Company’s common stock that may be issued under the Management Incentive Compensation Plan and the Non-Employee Director Incentive
Compensation Plan.
36
International Seaways, Inc.
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data as of and for the five years ended December 31, 2017, presented below, is derived from our consolidated financial statements. This
selected financial data is not necessarily indicative of results of future operations and should be read in conjunction with Item 7 , “Management’s Discussion and
Analysis of Financial Condition and Results of Operations.”
As discussed in Item 1, “ Business — Overview and Recent Developments,” on November 30, 2016, the Company effected a stock split on its 102.21 issued and
outstanding shares of common stock, which were all owned by OSG, to allow for a prorata dividend of such shares to the holders of OSG common stock and
warrants. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) ASC 260, Earnings
Per
Share
, the
Company adjusted the computations of basic and diluted earnings per share retroactively for all periods presented to reflect that change in its capital structure.
Shipping revenues
(Loss)/income from vessel operations
(Loss)/income before reorganization items and income taxes
Reorganization items, net
(Loss)/income before income taxes
Net (loss)/income
Depreciation and amortization
Net cash (used by)/provided by operating activities
Dividend to OSG
Cash and cash equivalents
Restricted cash
Total vessels, deferred drydock and other property at net book
amount (a)
Total assets
Debt (b)
Total equity
Net investment of parent and accumulated other comprehensive
loss
Per share amounts:
Basic and diluted net (loss)/income
Weighted average shares outstanding - basic and diluted
Other data:
Time charter equivalent revenues (c)
EBITDA (d)
Adjusted EBITDA (d)
$
2017
2016
2015
2014
2013
290,101 $
(108,228)
(106,044)
-
(106,044)
(106,088)
78,853
(3,825)
-
60,027
10,579
398,319 $
5,941
(17,652)
(131)
(17,783)
(18,223)
79,885
116,768
202,000
92,001
-
497,634 $
176,314
178,969
(5,659)
173,310
173,170
81,653
222,739
200,000
308,858
8,989
517,018 $
4,604
(13,827)
(104,528)
(118,355)
(119,099)
84,931
(253,295)
-
178,240
70,093
585,360
(452,439)
(415,300)
(304,288)
(719,588)
(723,805)
108,675
101,695
-
173,943
-
1,140,363
1,664,484
552,937
1,085,654
1,130,607
1,662,521
439,651
1,179,512
1,277,486
2,029,950
595,222
1,383,786
1,345,863
2,035,183
601,356
1,390,943
1,463,743
2,136,629
782,956
-
-
-
-
-
968,842
(3.64)
29,159,440
(0.62)
29,157,992
5.94
29,157,387
(4.08)
29,157,387
(24.82)
29,157,387
274,995
13,247
116,966
385,045
101,578
221,997
475,790
297,933
299,172
346,987
22,834
137,490
362,452
(610,563)
78,454
Includes vessel held for sale of $5,108 at December 31, 2017.
(a)
(b) As of December 31, 2013, debt was a component of liabilities subject to compromise in the consolidated balance sheet.
(c) Reconciliations of time charter equivalent revenues to shipping revenues as reflected in the consolidated statements of operations follow:
For the year ended December 31,
Time charter equivalent revenues
Add: Voyage expenses
Shipping revenues
37
International Seaways, Inc.
2017
2016
2015
2014
2013
$
$
274,995 $
15,106
290,101 $
385,045 $
13,274
398,319 $
475,790 $
21,844
497,634 $
346,987 $
170,031
517,018 $
362,452
222,908
585,360
Consistent with general practice in the shipping industry, the Company uses time charter equivalent revenues, which represents shipping revenues less voyage
expenses, as a measure to compare revenue generated from a voyage charter to revenue generated from a time charter. Time charter equivalent revenues, a
non-GAAP measure, provides additional meaningful information in conjunction with shipping revenues, the most directly comparable GAAP measure,
because it assists Company management in decisions regarding the deployment and use of its vessels and in evaluating their financial performance.
(d) EBITDA represents net income/(loss) before interest expense, income taxes and depreciation and amortization expense. Adjusted EBITDA consists of
EBITDA adjusted for the impact of certain items that we do not consider indicative of our ongoing operating performance. EBITDA and Adjusted EBITDA
are presented to provide investors with meaningful additional information that management uses to monitor ongoing operating results and evaluate trends over
comparative periods. EBITDA and Adjusted EBITDA do not represent, and should not be considered a substitute for, net income/(loss) or cash flows from
operations determined in accordance with GAAP. EBITDA and Adjusted EBITDA have limitations as analytical tools, and should not be considered in
isolation, or as a substitute for analysis of our results reported under GAAP. Some of the limitations are:
(i) EBITDA and Adjusted EBITDA do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;
(ii) EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs; and
(iii) EBITDA and Adjusted EBITDA do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal
payments, on our debt.
While EBITDA and Adjusted EBITDA are frequently used by companies as a measure of operating results and performance, neither of those items as
prepared by the Company is necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculation. The
following table reconciles net income/(loss), as reflected in the consolidated statements of operations, to EBITDA and Adjusted EBITDA:
For the year ended December 31,
Net (loss)/income
Income tax provision
Interest expense
Depreciation and amortization
EBITDA
Severance costs
Third-party debt modification fees and costs associated with
repurchase of debt
Separation and transition costs
Technical management transition costs
Goodwill and other intangibles impairment charge
Loss/(gain) on disposal of vessels and other property, including
impairments
Impairment of equity method investments
Write-off of deferred financing costs
Discount on repurchase of debt
Reorganization items, net
Adjusted EBITDA
38
International Seaways, Inc.
2017
2016
2015
2014
2013
$
$
(106,088) $
44
40,438
78,853
13,247
-
9,240
604
-
86,855
-
7,020
-
-
116,966 $
(18,223) $
440
39,476
79,885
101,578
-
225
9,043
-
-
79,203
30,475
5,097
(3,755)
131
221,997 $
173,170 $
140
42,970
81,653
297,933
-
-
-
39
-
(4,459)
-
-
-
5,659
299,172 $
(119,099) $
744
56,258
84,931
22,834
16,666
-
-
3,417
-
(9,955)
-
-
-
104,528
137,490 $
(723,805)
4,217
350
108,675
(610,563)
2,090
-
-
-
16,214
366,425
-
-
-
304,288
78,454
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is a discussion and analysis of (i) industry operations that have an impact on the Company’s financial position and results of operations, (ii) the
Company’s financial condition at December 31, 2017 and 2016 and its results of operations comparing the years ended December 31, 2017 and 2016 and the years
ended December 31, 2016 and 2015, and (iii) critical accounting policies used in the preparation of the Company’s consolidated financial statements. All dollar
amounts are presented in thousands, except daily dollar amounts and per share amounts.
GENERAL
We are a provider of ocean transportation services for crude oil and refined petroleum products. We operate our vessels in the International Flag market. Our
business includes two reportable segments: Crude Tankers and Product Carriers. For the years ended December 31, 2017, 2016 and 2015 we derived 65%, 67%
and 64% of our TCE revenues from our Crude Tankers segment. Revenues from our Product Carriers segment constituted the balance of our TCE revenues during
these periods.
As of December 31, 2017, we owned or operated an International Flag fleet of 55 vessels aggregating 6.9 million dwt and 864,800 cbm, including six vessels that
have been chartered-in under operating leases. Our fleet includes ULCC, VLCC, Suezmax, Aframax and Panamax crude tankers and LR1, LR2 and MR product
carriers. Through joint venture partnerships, we have ownership interests in two FSO service vessels and four LNG Carriers (together the “JV Vessels”). During
the first quarter of 2018, we have delivered a 2002-built and a 2004-built MR to buyers (see Note 5, “Vessels”, to the accompanying consolidated financial
statements). Other than the JV Vessels, revenues are derived predominantly from spot market voyage charters and those vessels are predominantly employed in the
spot market via market-leading commercial pools. We derived approximately 80%, 76% and 90% of our total TCE revenues in the spot market for the years ended
December 31, 2017, 2016 and 2015, respectively.
Our
Spin-off
from
Overseas
Shipholding
Group,
Inc.
On November 30, 2016, OSG completed the separation of its business into two independent publicly-traded companies through the spin-off of INSW. The spin-off
transaction was in the form of a pro rata dividend of 100% of the common stock of INSW to holders of OSG common stock and warrants. See Note 1 “Basis of
Presentation and Description of Business,” to the Company’s consolidated financial statements set forth in Item 8, “Financial Statements and Supplementary
Data,” for additional information relating to the spin-off transaction.
OPERATIONS AND OIL TANKER MARKETS
The Company’s revenues are highly sensitive to patterns of supply and demand for vessels of the size and design configurations owned and operated by the
Company and the trades in which those vessels operate. Rates for the transportation of crude oil and refined petroleum products from which the Company earns a
substantial majority of its revenues are determined by market forces such as the supply and demand for oil, the distance that cargoes must be transported and the
number of vessels expected to be available at the time such cargoes need to be transported. The demand for oil shipments is significantly affected by the state of
the global economy, levels of U.S. domestic and international production and OPEC exports. The number of vessels is affected by newbuilding deliveries and by
the removal of existing vessels from service, principally through storage, scrappings or conversions. The Company’s revenues are also affected by the mix of
charters between spot (voyage charter) and long-term (time or bareboat charter). Because shipping revenues and voyage expenses are significantly affected by the
mix between voyage charters and time charters, the Company manages its vessels based on TCE revenues. Management makes economic decisions based on
anticipated TCE rates and evaluates financial performance based on TCE rates achieved.
The International Energy Agency (“IEA”) estimates global oil consumption for the fourth quarter of 2017 at 98.3 million barrels per day (“b/d”) an increase of 1.3
million b/d, or 1.3%, over the same quarter in 2016. The estimate for global oil consumption for all of 2017 is 97.8 million b/d, an increase of 1.6% over 2016.
OECD demand in 2017 is estimated to have increased by 0.9% to 47.3 million b/d, while non-OECD demand is estimated to have increased by 2.4% to 50.6
million b/d.
Global oil production in the fourth quarter of 2017 reached 98.1 million b/d, an increase of 0.2% from the fourth quarter of 2016. OPEC crude oil production
averaged 32.5 million b/d in the fourth quarter of 2017, a decrease of 0.2 million b/d from the third quarter of 2017, and 0.6 million b/d from the fourth quarter of
2016. Non-OPEC production growth increased by 0.8 million b/d to 58.7 million b/d in the fourth quarter of 2017 compared with the fourth quarter of 2016. Oil
production in the U.S. increased by 0.8 million b/d from 9.2 million b/d in the third quarter of 2017 to 10.0 million b/d in the fourth quarter of 2017.
39
International Seaways, Inc.
U.S. refinery throughput increased by about 0.6 million b/d to 17.1 million b/d in the fourth quarter of 2017 compared with the comparable quarter in 2016. U.S.
crude oil imports decreased by about 0.4 million b/d in the fourth quarter of 2017 compared with the comparable quarter of 2016 with imports from OPEC
countries decreasing by 0.4 million b/d, a 13.8% decrease from the comparable quarter in 2016.
Chinese imports of crude oil continued increasing, with 2017 showing a 10.2% increase from 2016 with imports averaging 8.4 million b/d compared with 7.7
million b/d in 2016.
During the fourth quarter of 2017, the International Flag tanker fleet of vessels over 10,000 deadweight tons (“dwt”) increased by 1.3 million dwt as the crude fleet
increased by 1.0 million dwt, while the product carrier fleet expanded by 0.3 million dwt. Year over year, the size of the tanker fleet increased by 26.7 million dwt
with the largest increases in the VLCC, Suezmax, Aframax and MR sectors.
During the fourth quarter of 2017, the International Flag crude tanker orderbook increased by 1.4 million dwt, and the product carrier orderbook remained flat.
From the end of the fourth quarter of 2016 through the end of the fourth quarter of 2017, the total tanker orderbook declined by 8.1 million dwt due to a high level
of vessel deliveries combined with relatively fewer new orders being placed in 2017.
VLCC freight rates initially saw a strengthening during the fourth quarter of 2017, reaching a peak of around $23,000 per day in October before beginning to
decrease to below $10,000 per day by the end of the quarter. This was primarily attributable to increased newbuilding deliveries further exacerbating the
oversupply situation coupled with reduced OPEC exports. Other crude segments had similar earnings patterns, although the Panamax sector, where earnings were
poor at the beginning of the quarter, saw improvement throughout the quarter and product carrier rates also improved during the quarter from a low of around
$8,000 per day in October to over $12,000 per day during December. Since OPEC has announced their intention to continue to restrict production, and 2018 will
see continued newbuilding deliveries, albeit at a lower rate than during 2017, 2018 will likely continue to see a weakened rate environment.
RESULTS FROM VESSEL OPERATIONS
During 2017, results from vessel operations decreased by $114,169 to a loss of $108,228 from income of $5,941 in 2016. This decrease primarily resulted from
reduced TCE revenues, the incurrence of third-party debt modification fees (see Note 8, “Debt”, to the accompanying consolidated financial statements), and
increased charter hire expense. Vessel impairment charges also increased by $9,166 to $88,408 in 2017. Such impacts were partially offset by decreases in spin-off
related costs and general and administrative expenses in the current year.
The decrease in TCE revenues in 2017 of $110,050, or 29%, to $274,995 from $385,045 in 2016 primarily reflected lower average daily rates across INSW’s fleet
sectors, which accounted for a decrease of approximately $111,765.
The increase in charter hire expense was principally attributable to increased activity in the Crude Tankers Lightering business.
During 2016, income from vessel operations decreased by $170,373 to $5,941 from $176,314 in 2015. The decrease reflected the impact of declining TCE
revenues, net vessel impairment charges of $79,242 recorded in 2016, and the incurrence of spin-off related costs in 2016. Such impacts were partially offset by a
decrease in general and administrative expenses in the 2016 period.
TCE revenues decreased in 2016 by $90,745, or 19%, to $385,045 from $475,790 in 2015. The decrease was principally as a result of (i) a weakening in rates in
the MR, VLCC and Aframax sectors, which accounted for $106,558 of the overall decrease and (ii) a decrease in MR revenue days, which accounted for $4,667 of
the overall decrease, and reflects the sale of a 1998-built MR in July 2015 as well as the redelivery of an MR to its owners at the expiry of its time charter in March
2015. These negative factors were partially offset by increased revenue days in the VLCC and Aframax fleets due to fewer drydock and repair days, which
accounted for a $11,623 increase in revenue, along with a $5,242 increase in revenue resulting from the Company’s ULCC being taken out of lay-up in the first
quarter of 2015.
See Note 4, “Business and Segment Reporting,” to the Company’s consolidated financial statements as set forth in Item 8, “Financial Statements and
Supplementary Data”, for additional information on the Company’s segments, including equity in income of affiliated companies and reconciliations of (i) time
charter equivalent revenues to shipping revenues and (ii) adjusted income from vessel operations for the segments to income/(loss) before income taxes, as
reported in the consolidated statements of operations.
40
International Seaways, Inc.
International
Crude
Tankers
TCE revenues
Vessel expenses
Charter hire expenses
Depreciation and amortization
Adjusted income from vessel operations (a)
Average daily TCE rate
Average number of owned vessels (b)
Average number of vessels chartered-in under operating leases
Number of revenue days: (c)
Number of ship-operating days: (d)
Owned vessels
Vessels bareboat chartered-in under operating leases (e)
Vessels time chartered-in under operating leases
Vessels spot chartered-in under operating leases
$
$
$
2017
2016
2015
178,812 $
(87,236)
(13,651)
(56,302)
21,623 $
20,525 $
25.0
0.5
8,712
9,137
-
-
173
258,171 $
(84,276)
(9,732)
(52,395)
111,768 $
29,853 $
24.0
0.3
8,648
8,784
-
-
118
304,182
(86,174)
(8,821)
(51,347)
157,840
36,839
24.0
0.2
8,257
8,760
-
-
73
(a) Adjusted income/(loss) from vessel operations by segment is before general and administrative expenses, technical management transition costs, third-
party debt modification fees, separation and transition costs, and loss on disposal of vessels and other property, including impairments.
(b) The average is calculated to reflect the addition and disposal of vessels during the year.
(c) Revenue days represent ship-operating days less days that vessels were not available for employment due to repairs, drydock or lay-up. Revenue days are
weighted to reflect the Company’s interest in chartered-in vessels.
(d) Ship-operating days represent calendar days.
(e) Vessels spot chartered-in under operating leases are related to the Company’s Crude Tankers Lightering business.
The following table provides a breakdown of TCE rates achieved for the years ended December 31, 2017, 2016 and 2015 between spot and fixed earnings and the
related revenue days. The information in these tables is based, in part, on information provided by the commercial pools in which the segment’s vessels participate
and excludes revenue and revenue days for which recoveries were recorded by the Company under its loss of hire insurance policies.
2017
Spot
Earnings
Fixed
Earnings
Spot
Earnings
ULCC:
Average rate
Revenue days
VLCC:
Average rate
Revenue days
Suezmax:
Average rate
Revenue days
Aframax:
Average rate
Revenue days
Panamax:
Average rate
Revenue days
$
$
$
$
$
- $
17
24,871 $
2,525
17,910 $
317
13,392 $
2,419
13,030 $
1,244
34,867 $
348
33,756 $
346
- $
-
- $
-
14,093 $
1,278
2016
- $
-
41,994 $
2,226
- $
-
21,345 $
2,508
19,006 $
1,726
Fixed
Earnings
Spot
Earnings
Fixed
Earnings
2015
43,613 $
366
40,737 $
624
- $
-
- $
-
21,094 $
1,079
- $
-
39,000
275
54,591 $
2,672
- $
-
34,042 $
2,439
25,226 $
1,432
-
-
-
-
-
-
15,462
1,362
During 2017, TCE revenues for the International Crude Tankers segment decreased by $79,359 or 31%, to $178,812 from $258,171 in 2016. Such decrease
principally resulted from the impact of significantly lower average blended rates in the VLCC, Aframax, Panamax and ULCC sectors aggregating approximately
$84,155. Further contributing to the decrease was a decrease in revenue days in the Panamax and Aframax sectors, which had the effect of decreasing revenue by
approximately $6,428. The decrease in Panamaxes and Aframax revenue days reflects 319 incremental drydock and repair days in the current year. These declines
in TCE revenues were partially offset by $6,268 in total revenues contributed by the two 2017-built Suezmaxes and the 2010-built VLCC, which were acquired by
the Company in July 2017 and November 2017, respectively. Also serving to offset the decreases in revenue during 2017 was the increased activity levels in the
Crude Tankers Lightering business, which resulted in a $5,037 increase in Lightering revenues to $25,478 in 2017 from $20,441 in 2016. Current prices of crude
oil have generally been the same or less than future prices since the latter half of 2016 through to the end of 2017 and this has resulted in a general decline in
demand for storage of oil at sea. Accordingly, we expect to put our ULCC into layup by the end of the first quarter of 2018 for a period of up to 18 months as it is
unlikely to secure a new time charter contract for storage in the near term.
41
International Seaways, Inc.
Vessel expenses increased by $2,960 to $87,236 in 2017 from $84,276 in 2016. The increase was primarily attributable to (i) a $2,418 increase related to the
Suezmax acquisitions discussed above, (ii) a reserve of $388 which was recorded during the second quarter of 2017 for a potential assessment by the trustees of the
Marine Navy Ratings Pension Fund (“MNRPF”), as discussed in Note 20, “Contingencies”, to the accompanying consolidated financial statements, (iii) a $1,367
increase in drydock deviation costs incurred for the Panamax fleet, and (iv) a $900 increase due to increased activity in the Crude Tankers Lightering business.
Such increases were partially offset by a $2,079 favorable variance in net insurance claim deductible costs in the Panamax fleet in the current year. Charter hire
expenses increased by $3,919 to $13,651 in 2017 from $9,732 in 2016 as a result of an increase in chartered-in Aframaxes and workboats employed in the Crude
Tankers Lightering business in the current year. The only vessels in the segment chartered-in by the Company in either period were the vessels chartered-in by the
Crude Tankers Lightering business. Depreciation and amortization increased by $3,907 to $56,302 in 2017 from $52,395 in 2016. Such increase reflects the
delivery of the two Suezmaxes and one VLCC noted above, and increased drydock amortization.
Excluding depreciation and amortization, and general and administrative expenses, operating income for the Crude Tankers Lightering business was $5,062 for
2017 and $4,822 for 2016. Although there was an increase in the number of full service lighterings performed in 2017, 27 as compared to 19 in 2016, the growth in
operating income between 2016 and 2017 was relatively flat, primarily due to lower margins earned on jobs performed in the third quarter of 2017. The lower
margins were as a result of increased charter hire expense, as Aframaxes were spot chartered-in at higher rates because of significant hurricane activity during the
third quarter of 2017. In addition, there were more time chartered-in workboats in the six months ended December 31, 2017 compared to the same period in the
prior year. However, the higher level of lightering activity anticipated in the second half of 2017 did not materialize as the number of service-only and full service
lighterings declined in the second half of 2017 compared with the first six months of 2017.
During 2016, TCE revenues for the International Crude Tankers segment decreased by $46,011, or 15%, to $258,171 from $304,182 in 2015 primarily as a result
of lower average daily rates in the VLCC and Aframax sectors, which accounted for a decrease in revenue of approximately $65,267. Such decrease was mitigated
to an extent by an increase of 246 revenue days for the VLCC and Aframax fleets, which resulted from fewer drydock and repair days in 2016 and increased
revenue by approximately $11,623. Also serving to partially offset the decline in rates were increased activity levels in the Crude Tankers Lightering business in
2016, which resulted in a $4,552 increase in revenue, and the Company’s ULCC exiting lay-up and commencing an 11-month time charter for storage in April
2015, which was subsequently extended for 21 months following the expiry of the initial charter period. A full year of service for the ULCC accounted for an
increase in revenue of $5,242 in 2016.
Vessel expenses decreased by $1,898 to $84,276 in 2016 from $86,174 in 2015. The change in vessel expenses is primarily due to a reserve of $1,450 recorded in
the third quarter of 2015 for an assessment by the MNRPF. Charter hire expenses increased by $911 to $9,732 in 2016 from $8,821 in 2015, resulting from an
increase in spot chartered-in Aframaxes by the Crude Tankers Lightering business for utilization in the performance of full-service lighterings during 2016. The
only vessels in the segment chartered-in by the Company during either period were Aframaxes and workboats employed in the Crude Tankers Lightering business.
Product
Carriers
TCE revenues
Vessel expenses
Charter hire expenses
Depreciation and amortization
Adjusted (loss)/income from vessel operations
Average daily TCE rate
Average number of owned vessels
Average number of vessels chartered-in under operating leases
Number of revenue days
Number of ship-operating days:
Owned vessels
Vessels bareboat chartered-in under operating leases
Vessels time chartered-in under operating leases
42
International Seaways, Inc.
$
$
$
2017
2016
2015
96,183 $
(54,100)
(28,050)
(22,418)
(8,385) $
11,105 $
17.5
6.9
8,662
6,378
1,093
1,408
126,314 $
(58,612)
(27,679)
(26,696)
13,327 $
14,206 $
18.0
6.9
8,891
6,588
1,098
1,433
171,608
(58,118)
(27,981)
(28,763)
56,746
19,043
18.6
7.2
9,012
6,782
1,095
1,530
The following table provides a breakdown of TCE rates achieved for the years ended December 31, 2017, 2016 and 2015 between spot and fixed earnings and the
related revenue days. The information is based, in part, on information provided by the commercial pools in which certain of the segment’s vessels participate and
excludes revenue and revenue days for which recoveries were recorded by the Company under its loss of hire insurance policies.
LR2
Average rate
Revenue days
LR1
Average rate
Revenue days
MR
Average rate
Revenue days
2017
2016
2015
Spot
Earnings
Fixed
Earnings
Spot
Earnings
Fixed
Earnings
Spot
Earnings
Fixed
Earnings
$
$
$
13,813 $
364
12,871 $
808
11,001 $
6,496
- $
-
17,040 $
615
5,342 $
366
21,153 $
365
20,599 $
361
13,107 $
6,431
- $
-
21,107 $
1,029
11,309 $
705
32,075 $
365
27,465 $
327
19,490 $
6,949
-
-
17,337
929
7,004
442
During 2017, TCE revenues for the International Product Carriers segment decreased by $30,131, or 24%, to $96,183 from $126,314 in 2016. This resulted
primarily from declining average daily blended rates earned in all Product Carrier fleet sectors, which accounted for $27,625 of the overall decrease. A 230-day
decrease in revenue days in the segment also contributed approximately $2,506 of the overall decrease. The decline in revenue days was driven by the Company’s
sale of a 2001-built MR, which was delivered to buyers in August 2017, and a 2004-built MR, which was delivered to buyers in November 2017.
Vessel expenses decreased by $4,512 to $54,100 in 2017 from $58,612 in 2016. The two MRs sold during 2017 had an aggregate vessel expense reduction of
$1,841 year-over-year. The remaining decline is principally attributable to a $2,991 favorable variance in net insurance claim deductible costs in the segment in the
current year. Charter hire expenses increased by $371 to $28,050 in 2017 from $27,679 in 2016, reflecting an increase in the daily charter hire rates for the
Company’s bareboat chartered-in MR fleet, which was effective beginning in the fourth quarter of 2016, partially offset by decreases in the daily charter hire rates
for the Company’s time chartered-in MR fleet which were effective beginning in the third quarter of 2017. Depreciation and amortization decreased by $4,278 to
$22,418 in 2017 from $26,696 in 2016. Such decrease reflects (i) the impact of reductions in vessel bases that resulted from impairment charges on nine vessels
recorded in the third and fourth quarters of 2016 and two vessels in the third quarter of 2017, and (ii) the sale of the two MRs during 2017 discussed above.
During 2016, TCE revenues for the International Product Carriers segment decreased by $45,294, or 26%, to $126,314 from $171,608 in 2015. This decrease
resulted primarily from a year-over-year decrease in average daily blended rates earned by the MR fleet, which accounted for $41,291 of the total decrease, and a
255-day decrease in MR fleet revenue days, which accounted for $4,667 of the total decrease. The reduction in revenue days was driven by the sale of a 1998-built
MR in July 2015 as well as the redelivery of an MR to its owners at the expiry of its time charter in March 2015.
Depreciation and amortization decreased by $2,067 to $26,696 in 2016 from $28,763 in 2015, principally due to the impact of reductions in vessel bases that
resulted from impairment charges on two vessels in the segment recorded in the third quarter of 2016, and the MR sale in 2015 discussed above.
GENERAL AND ADMINISTRATIVE EXPENSES
During 2017, general and administrative expenses decreased by $6,882 to $24,736 from $31,618 in 2016. This decrease reflects declines of approximately $3,253
in compensation and benefits related costs and $2,328 in legal, accounting, consulting and other overhead expenses. Such reductions resulted from the Company
streamlining its structure in conjunction with its spin-off from OSG. Foreign exchange gains principally related to operations in the United Kingdom also
contributed to the decrease as the Company had currency translation gains of $798 in 2017 as compared to currency translation losses of $502 in 2016.
43
International Seaways, Inc.
During 2016, general and administrative expenses decreased by $9,898 to $31,618 from $41,516 in 2015. The decrease was principally attributable to an
approximately $11,300 decrease in non-compensation and benefits related overhead costs incurred and allocated by OSG to INSW during the 11-month period
ended November 30, 2016 that INSW was included as a part of consolidated OSG compared with 2015. Such decrease reflected lower accounting, legal and
consulting fees incurred in the 2016 period. Further contributing to the decrease was an approximately $2,200 decline in the annual incentive bonus expense in
2016. Certain individuals that departed OSG in conjunction with the spin-off of INSW did not receive an annual incentive bonus for 2016, and instead received
severance payments in accordance with their respective employment agreements. Partially offsetting the above reductions was a $2,262 net increase in accounting,
consulting and legal fees incurred directly by the Company in 2016, along with an increase in foreign exchange losses in 2016 of $473 and the inclusion in the
2015 period of approximately $604 in insurance premium credits.
SEPARATION AND TRANSITION COSTS
On November 30, 2016, INSW entered into a separation and distribution agreement (the “Separation and Distribution Agreement”) with OSG, which among other
things, (i) governed the transfer of assets and liabilities between both entities, (ii) terminated all intercompany arrangements between INSW and OSG except for
specified agreements and arrangements, (iii) contained terms and conditions that generally required INSW and OSG to use commercially reasonable efforts to
consummate the transactions contemplated by the Separation and Distribution Agreement and the ancillary agreements, (iv) released certain claims between the
parties and their affiliates, successors and assigns, (v) contained mutual indemnification provisions and (vi) allocated expenses of the spin-off between the parties.
Following the true up of final separation costs between INSW and OSG, income of $64 was recognized during the year ended December 31, 2017, in conjunction
with the Separation and Distribution Agreement.
During the year ended December 31, 2016, spin-off related expenses incurred by INSW pursuant to the Separation and Distribution Agreement aggregated $9,043.
Approximately $3,337 of these costs represented INSW’s allocated share of severance costs for certain individuals that departed OSG in conjunction with the spin-
off of INSW.
INSW and OSG also entered into a transition services agreement (the “TSA” or “Transition Services Agreement”) pursuant to which both parties agreed to provide
each other with specified services for a limited time to help ensure an orderly transition following the Distribution. The Transition Services Agreement specifies
the calculation of the costs for these services. Pursuant to the terms of the agreement, OSG provided certain administrative services, including administrative
support services related to benefit plans, human resources and legal services, for a transitional period after the spin-off. Similarly, INSW agreed to provide certain
limited transition services to OSG, including services relating to accounting activities and information and data provision services. The Transition Services
Agreement terminated on June 30, 2017.
During the years ended December 31, 2017 and 2016, INSW earned fees totaling $63 and $27, respectively for services provided to OSG pursuant to the terms of
the Transition Services Agreement. During the years ended December 31, 2017 and 2016, INSW also incurred fees totaling $731 and $31, respectively, for
services received from OSG, including INSW’s share of the compensation costs of former OSG corporate employees providing services to one or both companies
during the defined transitional period, which ended on June 30, 2017.
EQUITY IN INCOME OF AFFILIATED COMPANIES
During 2017, equity in income of affiliated companies increased by $32,117 to $48,966 from $16,849 in 2016. This increase was principally attributable to
increases in earnings from the two FSO joint ventures and the LNG joint venture of $28,562 and $3,123, respectively. The increase in earnings from the
Company’s FSO joint ventures is primarily due to the fact that there was no current year impairment of the Company’s investments in the joint ventures compared
to a $30,475 impairment charge recognized in 2016. In addition, the increase in earnings from the FSO joint ventures in 2017 also reflects (i) lower depreciation
expense in the current period as a result of decreases in the Company’s bases in the FSO joint ventures following the aforementioned impairment charges recorded
in relation to our investments in the fourth quarter of 2016 and (ii) lower interest expense associated with the interest rate swap covering the FSO Africa’s original
debt and outstanding debt principal amounts on the FSO Asia which were paid off in July 2017. These expense reductions more than offset the impact of a
reduction in revenues of $5,704, attributable to the commencement of the new service contracts described below. The increase in earnings from the LNG joint
venture was primarily driven by reimbursements received from the joint venture’s charterer for drydock expenditures incurred in prior years and lower interest
expense resulting from a decrease in outstanding debt principal amounts in the current period.
During 2016, equity in income of affiliated companies decreased by $28,710 to $16,849 from $45,559 in 2015. This decrease reflected impairment charges of
$30,475 recorded in 2016 in relation to the Company’s investment in the FSO joint ventures. Partially offsetting such decrease was a $1,829 increase in earnings
from the FSO joint ventures resulting from lower interest expense associated with changes in the mark-to-market valuation of the interest rate swap covering the
FSO Africa’s original debt and lower outstanding debt principal amounts. The increased earnings generated by the FSO joint ventures, also reflected in part,
scheduled increases in charter out rates and lower vessel operating expenses.
44
International Seaways, Inc.
Revenue generated by the FSO joint ventures for the future years is expected to be lower than revenue generated during 2017, as charter rates in the five-year
service contracts with NOC, which commenced in the third quarter of 2017, are lower than the charter rates included in the service contracts under which the FSO
joint ventures operated previously.
Overall, over the term of the five-year service contracts with NOC described above, the FSO joint ventures are expected to generate in excess of $180,000 of
EBITDA for the Company.
OTHER INCOME(EXPENSE)
Other expense was $6,344 for the year ended December 31, 2017 compared with $966 for the year ended December 31, 2016. The current period expense consists
primarily of the write-off of $7,020 in unamortized original issue discount and deferred financing costs associated with the INSW Facilities, which were treated as
partial extinguishments. Such charges were partially offset by interest income on cash balances and insurance claim recoveries. Similarly, the prior period expense
included a net loss of $1,342 realized on the repurchases and mandatory prepayments of the INSW Term Loan during 2016, which included a $5,097 write-off of
unamortized original issue discount and deferred financing costs associated with such principal reductions, which were treated as partial extinguishments, net of
$3,755 discount on repurchase of debt.
INTEREST EXPENSE
The components of interest expense are as follows:
Interest before impact of interest rate caps
Impact of interest rate caps
Interest expense
2017
2016
2015
$
$
40,307 $
131
40,438 $
38,959 $
517
39,476 $
42,970
-
42,970
Interest expense was $40,438 in 2017, compared with $39,476 in 2016. Interest expense for the year ended December 31, 2017 is higher than interest expense for
the year ended December 31, 2016 primarily due to the higher average interest rates and outstanding principal balances under the 2017 Debt Facilities, which
replaced the INSW Facilities in June 2017. This was partially offset by lower amortization of deferred finance costs in the 2017 period aggregating $220
attributable to costs incurred to amend the INSW Facilities in 2016 and costs related to the 2017 Debt Facilities. Refer to Note 8, “Debt,” in the accompanying
consolidated financial statements for additional information.
Interest expense was $39,476 in 2016 compared with $42,970 in 2015. The decrease in interest expense reflected the impact of the Company’s repurchases and
prepayments of $152,754 in aggregate principal amount of the INSW Term Loan in 2016.
INCOME TAX EXPENSE
The provisions for income taxes for the years ended December 31, 2017, 2016 and 2015 were $44, $440 and $140, respectively, resulting from operations in
certain foreign jurisdictions which are subject to income tax.
If we do not qualify for an exemption pursuant to Section 883, or the “Section 883 exemption,” of the U.S. Internal Revenue Code of 1986, as amended, or the
“Code,” then we will be subject to U.S. federal income tax on our shipping income that is derived from U.S. sources. If we are subject to such tax, our results of
operations and cash flows would be reduced by the amount of such tax. We qualified for the Section 883 exemption for the tax year ended December 31, 2017. We
will qualify for the Section 883 exemption for 2018 and forward if, among other things, (i) our common shares are treated as primarily and regularly traded on an
established securities market in the United States or another qualified country (“publicly traded test”), or (ii) we satisfy one of two other ownership tests. Under
applicable U.S. Treasury Regulations, the publicly traded test will not be satisfied in any taxable year in which persons who directly, indirectly or constructively
own five percent or more of our common shares (sometimes referred to as “5% shareholders”) own 50% or more of the vote and value of our common shares for
more than half the days in such year, unless an exception applies. We can provide no assurance that ownership of our common shares by 5% shareholders will
allow us to qualify for the Section 883 exemption in future taxable years. If we do not qualify for the Section 883 exemption, our gross shipping income derived
from U.S. sources, i.e., 50% of our gross shipping income attributable to transportation beginning or ending in the United States (but not both beginning and
ending in the United States), generally would be subject to a four percent tax without allowance for deductions.
45
International Seaways, Inc.
EBITDA and Adjusted EBITDA
EBITDA represents net income/(loss) before interest expense, income taxes and depreciation and amortization expense. Adjusted EBITDA consists of EBITDA
adjusted for the impact of certain items that we do not consider indicative of our ongoing operating performance. EBITDA and Adjusted EBITDA are presented to
provide investors with meaningful additional information that management uses to monitor ongoing operating results and evaluate trends over comparative periods.
EBITDA and Adjusted EBITDA do not represent, and should not be considered a substitute for, net income or cash flows from operations determined in
accordance with GAAP. EBITDA and Adjusted EBITDA have limitations as analytical tools, and should not be considered in isolation, or as a substitute for
analysis of our results reported under GAAP. Some of the limitations are:
·
·
·
EBITDA and Adjusted EBITDA do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;
EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs; and
EBITDA and Adjusted EBITDA do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal
payments, on our debt.
While EBITDA and Adjusted EBITDA are frequently used by companies as a measure of operating results and performance, neither of those items as prepared by
the Company is necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculation.
The following table reconciles net (loss)/income, as reflected in the consolidated statements of operations set forth in Item 8, “Financial Statements and
Supplementary Data,” to EBITDA and Adjusted EBITDA:
For the year ended December 31,
Net (loss)/income
Income tax provision
Interest expense
Depreciation and amortization
EBITDA
Third-party debt modification fees and costs associated with repurchase of debt
Separation and transition costs
Technical management transition costs
Loss/(gain) on disposal of vessels and other property, including impairments
Impairment of equity method investments
Write-off of deferred financing costs
Discount on repurchase of debt
Reorganization items, net
Adjusted EBITDA
EFFECTS OF INFLATION
2017
2016
2015
$
$
(106,088) $
44
40,438
78,853
13,247
9,240
604
-
86,855
-
7,020
-
-
116,966 $
(18,223) $
440
39,476
79,885
101,578
225
9,043
-
79,203
30,475
5,097
(3,755)
131
221,997 $
173,170
140
42,970
81,653
297,933
-
-
39
(4,459)
-
-
-
5,659
299,172
The Company does not believe that inflation has had or is likely, in the foreseeable future, to have a significant impact on vessel operating expenses, drydocking
expenses and general and administrative expenses.
LIQUIDITY AND SOURCES OF CAPITAL
Our business is capital intensive. Our ability to successfully implement our strategy is dependent on the continued availability of capital on attractive terms. In
addition, our ability to successfully operate our business to meet near-term and long-term debt repayment obligations is dependent on maintaining sufficient
liquidity.
46
International Seaways, Inc.
Liquidity
Working capital at December 31, 2017 was approximately $85,000 compared with $126,000 at December 31, 2016. Current assets are highly liquid, consisting
principally of cash, interest-bearing deposits and receivables. The Company’s total cash decreased by approximately $32,000 during 2017. This decrease reflects
$4,983 in scheduled quarterly amortization of the INSW Term Loan and 2017 Term Loan Facility and the repayment of the $458,416 remaining principal balance
of the INSW Term Loan as of June 22, 2017. In addition, $173,535 in cash was used for vessel acquisitions and betterments, $3,825 in cash was used in operating
activities and $3,177 in cash was used in repurchases of the Company’s common stock. Such cash outflows were partially offset by proceeds from the issuance of
the 2017 Debt Facilities (described below), net of issuance and deferred financing costs, of $534,933, net proceeds from drawdown and repayment activity under
the 2017 Revolver Facility (described below) of $30,000, net distributions received from affiliated companies of $40,750 and net proceeds of $18,344 from the
sales of a 2001-built and a 2004-built MR.
As of December 31, 2017, we had total liquidity on a consolidated basis of $90,606 comprised of $70,606 of cash (including $10,579 of restricted cash) and
$20,000 of remaining undrawn revolver capacity. Our cash and cash equivalents balances generally exceed Federal Deposit Insurance Corporation insured limits.
We place our cash and cash equivalents in what we believe to be credit-worthy financial institutions. In addition, certain of our money market accounts invest in
U.S. Treasury securities or other obligations issued or guaranteed by the U.S. government or its agencies, floating rate and variable demand notes of U.S. and
foreign corporations, commercial paper rated in the highest category by Moody’s Investor Services and Standard & Poor’s, certificates of deposit and time
deposits, and repurchase agreements.
Restricted cash of $10,579 as of December 31, 2017 represents legally restricted cash relating to the 2017 Debt Facilities. The 2017 Debt Facilities stipulate that if
annual aggregate cash proceeds of INSW asset sales exceed $5,000, cash proceeds from each such sale are required to be reinvested in vessels within twelve
months of such sale or be used to prepay the principal balance outstanding of the INSW Facilities. Restricted cash increased to $28,509 in February 2018 following
the sale of a 2002-built MR and a 2004-built MR.
As of December 31, 2017, we had total debt outstanding (net of original issue discount and deferred financing costs) of $552,937 and a total debt to total
capitalization of 33.7%, which compares with 26.6% at December 31, 2016. Our debt profile reflects actions taken during 2017 (discussed further below) as well
as minimal required principal amortization.
Sources,
Uses
and
Management
of
Capital
Net cash used in operating activities in the year ended December 31, 2017 was $3,825. In addition to future operating cash flows, our other current sources of
funds are proceeds from issuances of equity securities, additional borrowings as permitted under our loan agreements and proceeds from the opportunistic sales of
our vessels. As described in Note 8, “Debt,” in the accompanying consolidated financial statements, in June 2017 INSW, along with its wholly owned subsidiary,
International Seaways Operating Corporation (the “Administrative Borrower” or “ISOC”) and certain of its subsidiaries entered into secured debt facilities with a
syndicate of lenders party thereto, consisting of (i) a revolving credit facility of $50,000 and (ii) a term loan of $500,000 containing an accordion feature whereby
the 2017 Term Loan Facility could be increased up to an additional $50,000 subject to certain conditions. The 2017 Term Loan Facility matures on June 22, 2022,
and the 2017 Revolver Facility matures on December 22, 2021. The maturity dates for the 2017 Debt Facilities are subject to acceleration upon the occurrence of
certain events (as described in the credit agreement). This refinancing extended the maturity of the Company’s debt facilities by approximately three years and
provided the Company with certain structural benefits as well.
On June 22, 2017, the 2017 Term Loan Facility was drawn and the proceeds therefrom were used to repay the $458,416 outstanding balance under the INSW
Facilities and to pay certain expenses related to the refinancing. The remaining proceeds were used for general corporate purposes, including fleet renewal and
growth.
On July 19, 2017, the Company drew down $50,000 under the 2017 Revolver Facility, and on July 24, 2017, the Company entered into an amendment of the 2017
Debt Facilities to effect the increase of the 2017 Term Loan Facility by $50,000, pursuant to the accordion feature described above. Except as related to such
increase, no other terms of the 2017 Debt Facilities were amended. The net proceeds from such borrowings were used in part to finance the purchase of two 2017-
built Suezmax tankers that were delivered to the Company in July 2017. On August 18, 2017, the outstanding balance under the 2017 Revolver Facility was repaid
in full using cash on hand and proceeds of the 2001-built MR described above.
We financed the purchase of the 2010-built VLCC, which was delivered in November 2017, through a combination of cash-on-hand and a $30,000 draw on the
2017 Revolver Facility.
47
International Seaways, Inc.
Our current uses of funds are to fund working capital requirements, maintain the quality of our vessels, purchase vessels, comply with international shipping
standards and environmental laws and regulations, repurchase our outstanding shares and repay or repurchase our outstanding loan facilities. Fifty percent of
Excess Cash Flow (as defined in the 2017 Debt Facilities credit agreement) must be used to prepay the outstanding principal balance of 2017 Term Loan Facility.
To the extent permitted under the terms of the 2017 Debt Facilities we may also use cash generated by operations to finance capital expenditures to modernize and
grow our fleet.
As set forth in the 2017 Debt Facilities credit agreement, the 2017 Debt Facilities contain certain restrictions relating to new borrowings and INSW’s ability to
receive cash dividends, loans or advances from ISOC and its subsidiaries that are Restricted Subsidiaries. As of December 31, 2017, the permitted cash dividends
that can be distributed to INSW by ISOC under the 2017 Term Loan Facility was $15,000.
Outlook
We believe the actions we have taken have strengthened our balance sheet as well as increased our flexibility to actively pursue fleet renewal or potential strategic
opportunities that may arise within the diverse sectors in which we operate and at the same time positioned us to continue to generate sufficient cash to support our
operations over the next twelve months ending December 31, 2018. Our balanced fleet deployment and a moderate level of predictable cash flows from our joint
ventures and contracted fixed-rate charters will enable the Company to both optimize revenue through the current tanker market cycle and benefit from a market
recovery in both the product and crude tanker sectors. We or our subsidiaries may in the future complete additional transactions consistent with achieving the
objectives of our business plan.
In December 2017, the Company entered into a binding letter of intent to acquire the holding companies for six 300,000 DWT VLCCs with an average age of 1.7
years from Euronav in connection with the closing of Euronav’s announced acquisition of Gener8 Maritime, Inc. (“GNRT”). The $434,000 transaction (inclusive
of assumed debt) is subject to a number of closing conditions, including (i) consummation of Euronav’s announced acquisition of GNRT, (ii) amendment of the
Company’s existing credit facility as required to consummate the transaction, (iii) the Company’s receipt of financing necessary to consummate the transaction,
(iv) completion of the Company’s due diligence to its reasonable satisfaction, (v) execution of a definitive stock purchase agreement and (vi) receipt of all required
third-party consents, third-party approvals and regulatory approvals. The transaction is expected to close in the second quarter of 2018. Either party is permitted to
terminate the LOI on or after March 31, 2018 if the parties have not entered into a definitive stock purchase agreement by such date and the party terminating the
LOI is not otherwise in breach thereof. INSW intends to fund the transaction with a combination of available liquidity, the assumption of all or part of the debt
(that is currently secured by the vessels) with an expected March 31, 2018 outstanding balance of $311,000, maturing between 2027 and 2028 and carrying a fixed
annual interest rate of LIBOR plus 2.0% and other financing sources such as the proceeds from the financing of the 2010-built VLCC acquired in November 2017,
as permitted under the Company’s existing term loan, and the sale and leaseback of two modern Aframax vessels.
Carrying
Value
of
Vessels
All except one of the Company’s owned vessels are pledged as collateral under the INSW Facilities. The following table presents information with respect to the
carrying amount of the Company’s vessels by type and indicates whether their fair market values, which are estimated by taking an average of two third-party
vessel appraisals, are below their carrying values as of December 31, 2017. The carrying value of each of the Company’s vessels does not necessarily represent its
fair market value or the amount that could be obtained if the vessel were sold. The Company’s estimates of market values for its vessels assume that the vessels are
all in good and seaworthy condition without need for repair and, if inspected, would be certified as being in class without notations. In addition, because vessel
values are highly volatile, these estimates may not be indicative of either the current or future prices that the Company could achieve if it were to sell any of the
vessels. The Company would not record a loss for any of the vessels for which the fair market value is below its carrying value unless and until the Company either
determines to sell the vessel for a loss or determines that the vessel is impaired as discussed below in “— Critical Accounting Policies — Vessel Impairment.” The
Company believes that the future undiscounted cash flows expected to be earned over the estimated remaining useful lives for those vessels that have experienced
declines in market values below their carrying values would exceed such vessels’ carrying values.
48
International Seaways, Inc.
Footnotes to the following table exclude those vessels with an estimated market value in excess of their carrying value.
As of December 31, 2017
Vessel Type
Crude
Tankers
VLCC (includes ULCC)
Suezmax
Aframax
Panamax
Total
Crude
Tankers
(1)
Product
Carriers
LR2
LR1
MR
Total
Product
Carriers
(2)
Average
Vessel Age
(weighted by
dwt)
Number of
Owned
Vessels
Carrying
Value
12.5
0.4
12.6
15.3
12.1
3.4
9.0
11.5
9.6
10 $
2
7
8
27 $
1 $
4
10
15 $
453,914
115,438
146,082
60,582
776,016
64,376
93,054
168,827
326,257
(1) As of December 31, 2017, the Crude Tankers segment includes vessels with an aggregate carrying value of $581,461, which the Company believes
exceeds their aggregate market value of approximately $459,000 by $122,461.
(2) As of December 31, 2017, the Product Carriers segment includes vessels with an aggregate carrying value of $281,383, which the Company believes
exceeds their aggregate market value of approximately $209,375 by $72,008. This excludes a 2002-built MR which was held for sale as of December 31,
2017 and delivered to its buyer in January 2018.
Off-Balance
Sheet
Arrangements
As of December 31, 2017, the LNG Joint Venture had total bank debt outstanding of $597,129 that was nonrecourse to the Company. The FSO Joint Venture’s
debt matured in July 2017 and was accordingly repaid, together with all amounts remaining under related interest rate swap agreements, by the FSO Joint Venture.
The FSO Joint Venture is a party to a number of contracts: (a) the FSO Joint Venture is an obligor pursuant to a guarantee facility agreement dated as of July 14,
2017, by and among the FSO Joint Venture, ING Belgium NV/SA, as issuing bank, and Euronav and INSW, as guarantors (the ‘‘Guarantee Facility’’); and (b) the
FSO Joint Venture is party to two service contracts with NOC (the ‘‘NOC Service Contracts’’).
INSW severally guarantees the obligations of the FSO Joint Venture pursuant to the Guarantee Facility and severally guarantees the obligations of the FSO Joint
Venture to Maersk Oil Qatar AS (“MOQ”) under the MOQ service contracts, which contracts were novated to NOC in July 2017 (the ‘‘MOQ Guarantee’’) for the
period beginning on the novation date and severally guarantees the obligations of the FSO Joint Venture under the NOC Service Contracts. INSW continues the
MOQ Guarantee to MOQ for the period ended on the novation date of the service contracts for MOQ, which guarantee will end when Qatari authorities determine
that the FSO Joint Venture has paid all Qatari taxes owed by the FSO Joint Venture under such service contracts through the novation date.
INSW maintains a guarantee in favor of Qatar Liquefied Gas Company Limited (2) (‘‘LNG Charterer’’) relating to certain LNG Tanker Time Charter Party
Agreements with the LNG Charterer and each of Overseas LNG H1 Corporation, Overseas LNG H2 Corporation, Overseas LNG S1 Corporation and Overseas
LNG S2 Corporation (such agreements, the ‘‘LNG Charter Party Agreements,’’ and such guarantee, the ‘‘LNG Performance Guarantee’’). INSW will pay QGTC
an annual fee of $100 until such time that QGTC ceases to provide a guarantee in favor of the LNG charterer relating to performance under the LNG Charter Party
Agreements.
OSG continues to provide a guarantee in favor of the LNG Charterer relating to the LNG Charter Party Agreements (such guarantees, the ‘‘OSG LNG Performance
Guarantee’’). INSW will indemnify OSG for liabilities arising from the OSG LNG Performance Guarantee pursuant to the terms of the Separation and Distribution
Agreement. In connection with the OSG LNG Performance Guarantee, INSW will pay a $125 fee per year to OSG, which will increase to $135 per year in 2018
and will be terminated if OSG ceases to provide the OSG LNG Performance Guarantee.
See Note 12, “Related Parties,” to the Company’s consolidated financial statements set forth in Item 8, “Financial Statements and Supplementary Data” for
additional information.
49
International Seaways, Inc.
In addition and pursuant to an agreement between INSW and the trustees of the OSG Ship Management (UK) Ltd. Retirement Benefits Plan (the “Scheme”),
INSW guarantees the obligations of OSG Ship Management (UK) Ltd., a subsidiary of INSW, to make payments to the Scheme. See Note 16, “Pension and other
postretirement benefit plans,” to the Company’s consolidated financial statements set forth in Item 8, “Financial Statements and Supplementary Data,” for
additional information.
Aggregate
Contractual
Obligations
A summary of the Company’s long-term contractual obligations as of December 31, 2017 follows:
2017 Debt Facilities (1)
Operating lease obligations (2)
Bareboat Charter-ins
Time Charter-ins
Office space
Total
2018
2019
2020
2021
2022
Beyond
2022
Total
$
67,425 $
65,752 $
63,879 $
91,680 $
454,837 $
- $
743,573
1,841
11,849
1,249
82,364 $
-
-
1,166
66,918 $
-
-
1,152
65,031 $
-
-
665
92,345 $
-
-
-
454,837 $
$
-
-
-
- $
1,841
11,849
4,232
761,495
(1) Amounts shown include contractual interest obligations of floating rate debt estimated based on the aggregate effective LIBOR rate as of December 31,
2017 of 1.35% and applicable margins of 5.5% and 3.5% for the 2017 Term Loan Facility, due 2022 and the 2017 Revolver Facility due 2021,
respectively. Management estimates that no prepayment will be required for the 2017 Term Loan Facility as a result of estimated Excess Cash Flow for
the year ended December 31, 2017. Amounts shown for the 2017 Term Loan Facility for years subsequent to 2018 exclude any estimated repayment as a
result of Excess Cash Flow.
(2) As of December 31, 2017, the Company had charter-in commitments for six vessels on leases that are accounted for as operating leases. Certain of these
leases provide the Company with various renewal and purchase options. The future minimum commitments for time charters-in have been reduced to
reflect estimated days that the vessels will not be available for employment due to drydock.
RISK MANAGEMENT
Interest
rate
risk
The Company is exposed to market risk from changes in interest rates, which could impact its results of operations and financial condition. The Company manages
this exposure to market risk through its regular operating and financing activities and, when deemed appropriate, through the use of derivative financial
instruments. To manage its interest rate risk in a cost-effective manner, the Company, from time to time, enters into interest rate swap or cap agreements, in which
it agrees to exchange various combinations of fixed and variable interest rates based on agreed upon notional amounts or to receive payments if floating interest
rates rise above a specified cap rate. The Company uses such derivative financial instruments as risk management tools and not for speculative or trading purposes.
In addition, derivative financial instruments are entered into with a diversified group of major financial institutions in order to manage exposure to nonperformance
on such instruments by the counterparties.
In December 2017, INSW entered into an interest rate cap agreement with a forward start date of January 1, 2018 with a major financial institution covering a
notional amount of $300,000 to limit the floating interest rate exposure associated with the 2017 Term Loan. The Interest Rate Cap agreement contained no
leverage features and had a cap rate of 2.5% through the termination date of December 31, 2020. As of December 31, 2016, the Company was party to a similar
interest rate cap agreement in place associated with the INSW Term Loan and such agreement expired on February 5, 2017.
Currency
and
exchange
rate
risk
The shipping industry’s functional currency is the U.S. dollar. All of the Company’s revenues and most of its operating costs are in U.S. dollars. The Company
incurs certain operating expenses, such as vessel and general and administrative expenses, in currencies other than the U.S. Dollar, and the foreign exchange risk
associated with these operating expenses is immaterial. If foreign exchange risk becomes material in the future, the Company may seek to reduce its exposure to
fluctuations in foreign exchange rates through the use of short-term currency forward contracts and through the purchase of bulk quantities of currencies at rates
that management considers favorable. For contracts which qualify as cash flow hedges for accounting purposes, hedge effectiveness would be assessed based on
changes in foreign exchange spot rates with the change in fair value of the effective portions being recorded in accumulated other comprehensive loss.
50
International Seaways, Inc.
Fuel
price
volatility
risk
Historically, the Company managed its exposure to future increases in fuel prices in the normal course of its business by entering into standalone bunker swaps.
The Company’s deployment of most of its conventional tanker fleet in commercial pools and time charters currently limits the Company’s direct exposure to
fluctuations in fuel prices as a component of voyage expenses.
INTEREST RATE SENSITIVITY
The following table presents information about the Company’s financial instruments that are sensitive to changes in interest rates. For debt obligations, the table
presents the principal cash flows and related weighted average interest rates by expected maturity dates of the Company’s debt obligations.
Principal
(Notional)
Amount
(dollars
in
millions)
by
Expected
Maturity
and
Average
Interest
(Swap)
Rate
At December 31, 2017
Liabilities
Debt
Variable rate debt
Average interest rate
2018
2019
2020
2021
Beyond
2021
Fair Value at
Dec. 31,
2017
Total
$
24.1
$
6.95%
27.5
$
6.95%
27.5
$
6.95%
57.5
$
5.91%
440.0
$
6.95%
576.6 $
580.9
As of December 31, 2017, the Company had a secured term loan (2017 Term Loan) and a revolving credit facility (2017 Revolver Facility) under which
borrowings bear interest at a rate based on LIBOR, plus the applicable margin, as stated in the respective loan agreements. There was $30,000 outstanding under
the 2017 Revolver Facility as of December 31, 2017.
CRITICAL ACCOUNTING POLICIES
The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require the
Company to make estimates in the application of its accounting policies based on the best assumptions, judgments, and opinions of management. Following is a
discussion of the accounting policies that involve a higher degree of judgment and the methods of their application. For a description of all of the Company’s
material accounting policies, see Note 2, “Summary of Significant Accounting Policies,” to the Company’s consolidated financial statements set forth in Item 8,
“Financial Statements and Supplementary Data.”
Revenue
Recognition
The Company generates a majority of its revenue from voyage charters, including vessels in pools that predominantly perform voyage charters. Within the
shipping industry, there are two methods used to account for voyage charter revenue: (1) ratably over the estimated length of each voyage and (2) completed
voyage. The recognition of voyage revenues ratably over the estimated length of each voyage is the most prevalent method of accounting for voyage revenues in
the shipping industry and the method used by the Company. Under each method, voyages may be calculated on either a load-to-load or discharge-to-discharge
basis. In applying its revenue recognition method, management believes that the discharge-to-discharge basis of calculating voyages more accurately estimates
voyage results than the load-to-load basis. Since, at the time of discharge, management generally knows the next load port and expected discharge port, the
discharge-to-discharge calculation of voyage revenues can be estimated with a greater degree of accuracy. The Company does not begin recognizing voyage
revenue until a charter has been agreed to by both the Company and the customer, even if the vessel has discharged its cargo and is sailing to the anticipated load
port on its next voyage, because it is at this time an obligation to perform is established, the charter rate is determinable for the specified load and discharge ports
and collectability is reasonably assured.
Revenues from time charters and bareboat charters are accounted for as operating leases and are thus recognized ratably over the rental periods of such charters, as
service is performed. The Company does not recognize time charter revenues during periods that vessels are off hire.
51
International Seaways, Inc.
For the Company’s vessels operating in Commercial Pools, revenues and voyage expenses are pooled and allocated to each pool’s participants on a time charter
equivalent basis in accordance with an agreed-upon formula. The formulas in the pool agreements for allocating gross shipping revenues net of voyage expenses
are based on points allocated to participants’ vessels based on cargo carrying capacity and other technical characteristics, such as speed and fuel consumption. The
selection of charterers, negotiation of rates and collection of related receivables and the payment of voyage expenses are the responsibility of the pools. The pools
may enter into contracts that earn either voyage charter revenue or time charter revenue. Each of the pools follows the same revenue recognition principles, as
applied by the Company, in determining shipping revenues and voyage expenses, including recognizing revenue only after a charter has been agreed to by both the
pool and the customer, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage.
For the pools in which the Company participates, management monitors, among other things, the relative proportion of the Company’s vessels operating in each of
the pools to the total number of vessels in each of the respective pools and assesses whether or not the Company’s participation interest in each of the pools is
sufficiently significant so as to determine that the Company has effective control of the pool.
The adoption of ASC 606, Revenue
from
Contracts
with
Customers
, in the first quarter of 2018 will not materially change the Company’s current revenue
recognition for time charters, bareboat charters and commercial pool arrangements. However, revenue recognition for voyage charters will most likely change
depending on whether such charters are determined to be service only contracts or operating leases. Such determination will require management to exercise a
significant level of judgment when evaluating the specific terms and conditions of a charter agreement. Refer to Note 2, Summary of Significant Accounting
Policies, to the accompanying consolidated financial statements for additional discussion of the impact of the adoption of the new revenue recognition standard.
Vessel
Lives
and
Salvage
Values
The carrying value of each of the Company’s vessels represents its original cost at the time it was delivered or purchased less depreciation calculated using an
estimated useful life of 25 years (except for FSO service vessels for which estimated useful lives of 30 years are used and LNG Carriers for which estimated useful
lives of 35 years are used) from the date such vessel was originally delivered from the shipyard. A vessel’s carrying value is reduced to its new cost basis (i.e. its
current fair value) if a vessel impairment charge is recorded.
If the estimated economic lives assigned to the Company’s vessels prove to be too long because of new regulations, an extended period of weak markets, the broad
imposition of age restrictions by the Company’s customers, or other future events, it could result in higher depreciation expense and impairment losses in future
periods related to a reduction in the useful lives of any affected vessels. Company management estimates the scrap value of all of its vessels to be $300 per
lightweight ton. The Company’s assumptions used in the determination of estimated salvage value take into account current scrap prices, the historic pattern of
annual average scrap rates over the five years ended December 31, 2017, which ranged from $235 to $495 per lightweight ton, estimated changes in future market
demand for scrap steel and estimated future demand for vessels. Scrap prices also fluctuate depending upon type of ship, bunkers on board, spares on board and
delivery range. Market conditions that could influence the volume and pricing of scrapping activity in 2018 and beyond include the combined impact of scheduled
newbuild deliveries and charter rate expectations for vessels potentially facing age restrictions imposed by oil majors as well as the impact of ballast water
treatment systems regulatory requirements and requirements for the use of low sulphur fuels. These factors will influence owners’ decisions to accelerate the
disposal of older vessels, especially those with upcoming special surveys.
Although management believes that the assumptions used to determine the scrap rate for its International Flag vessels are reasonable and appropriate, such
assumptions are highly subjective, in part, because of the cyclicality of the nature of future demand for scrap steel.
Vessel
Impairment
The carrying values of the Company’s vessels may not represent their fair market value or the amount that could be obtained by selling the vessel at any point in
time since the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of newbuildings. Historically, both charter rates and
vessel values tend to be cyclical. Management evaluates the carrying amounts of vessels held and used by the Company for impairment only when it determines
that it will sell a vessel or when events or changes in circumstances occur that cause management to believe that future cash flows for any individual vessel will be
less than its carrying value. In such instances, an impairment charge would be recognized if the estimate of the undiscounted future cash flows expected to result
from the use of the vessel and its eventual disposition is less than the vessel’s carrying amount. This assessment is made at the individual vessel level as separately
identifiable cash flow information for each vessel is available.
52
International Seaways, Inc.
In developing estimates of future cash flows, the Company must make assumptions about future performance, with significant assumptions being related to charter
rates, ship operating expenses, utilization, drydocking requirements, residual value and the estimated remaining useful lives of the vessels. These assumptions are
based on historical trends as well as future expectations. Specifically, in estimating future charter rates, management takes into consideration rates currently in
effect for existing time charters and estimated daily time charter equivalent rates for each vessel class for the unfixed days over the estimated remaining lives of
each of the vessels. The estimated daily time charter equivalent rates used for unfixed days are based on a combination of (i) internally forecasted rates that are
consistent with forecasts provided to the Company’s senior management and Board of Directors, and (ii) the trailing 12-year historical average rates, based on
monthly average rates published by a third party maritime research service. The internally forecasted rates are based on management’s evaluation of current
economic data and trends in the shipping and oil and gas industries. Management uses the published 12-year historical average rates in its assumptions because it is
management’s belief that the 12-year period captures a distribution of strong and weak charter rate periods, which results in the use of an average mid-cycle rate
that is more in line with management’s forecast of a return to mid-cycle charter rate levels in the medium term. Recognizing that the transportation of crude oil and
petroleum products is cyclical and subject to significant volatility based on factors beyond the Company’s control, management believes the use of estimates based
on the combination of internally forecasted rates and 12-year historical average rates calculated as of the reporting date to be reasonable.
Estimated outflows for operating expenses and drydocking requirements are based on historical and budgeted costs and are adjusted for assumed inflation.
Utilization is based on historical levels achieved and estimates of a residual value for recyclings are based upon published 12-year historical data or the pattern of
scrap rates used in management’s evaluation of salvage value for purposes of recording depreciation. Finally, for vessels that are being considered for disposal
before the end of their respective useful lives, the Company utilizes weighted probabilities assigned to the possible outcomes for such vessels being sold or scraped
before the end of their respective useful lives.
The determination of fair value is highly judgmental. In estimating the fair value of INSW’s vessels for purposes of Step 2 of the impairment tests, the Company
considered the market and income approaches by using a combination of third party appraisals and discounted cash flow models prepared by the Company. In
preparing the discounted cash flow models, the Company uses a methodology consistent with the methodology discussed above in relation to the undiscounted
cash flow models prepared by the Company, and discounts the cash flows using its current estimate of INSW’s weighted average cost of capital, which ranged
from 9.0% to 9.5% over the three years ended December 31, 2017.
The more significant factors that could impact management’s assumptions regarding time charter equivalent rates include (i) loss or reduction in business from
significant customers, (ii) unanticipated changes in demand for transportation of crude oil and petroleum products, (iii) changes in production of or demand for oil
and petroleum products, generally or in particular regions, (iv) greater than anticipated levels of tanker newbuilding orders or lower than anticipated levels of
tanker scrappings, and (v) changes in rules and regulations applicable to the tanker industry, including legislation adopted by international organizations such as
IMO and the EU or by individual countries. Although management believes that the assumptions used to evaluate potential impairment are reasonable and
appropriate at the time they were made, such assumptions are highly subjective and likely to change, possibly materially, in the future.
2017
Impairment
Evaluation
— Management gave consideration to the following events and changes in circumstances in determining whether there were any
indicators that the carrying amounts of the vessels in the Company’s fleet were not recoverable as of December 31, 2017. Factors considered included declines in
valuations during 2017 for vessels of certain sizes and ages, any negative changes in forecasted near term charter rates, and an increase in the likelihood that the
Company will sell certain of its vessels before the end of their estimated useful lives in conjunction with the Company’s fleet renewal program. The Company
concluded that the above indicators constituted impairment trigger events for eighteen vessels (one ULCC, one VLCC, six Aframaxes, eight Panamaxes and two
LR1s) as of December 31, 2017 and three vessels (one Panamax and two MRs) as of September 30, 2017.
In developing estimates of undiscounted future cash flows for performing Step 1 of the impairment tests, the Company utilized the methodology described above.
In estimating the fair value of the vessels for the purposes of Step 2 of the impairment tests, the Company considered the market and income approaches by using a
combination of third party appraisals, current recycling market data, and discounted cash flow models prepared by the Company. In preparing the discounted cash
flow models, the Company used a methodology consistent with the methodology described above and a weighted average cost of capital discount rate of 9.5%.
Based on the tests performed, impairment charges totaling $81,062 and $7,346 were recorded on twelve vessels (one ULCC, one VLCC, four Aframaxes and six
Panamaxes) at December 31, 2017 and three vessels (one Panamax and two MRs) as of September 30, 2017, respectively to write-down their carrying values to
their estimated fair values.
53
International Seaways, Inc.
2016
Impairment
Evaluations
— The Company had been monitoring the industry wide decline in vessel valuations during 2016 and specifically from June 30,
2016 to September 30, 2016, and September 30, 2016 to December 31, 2016, as well as the decline in forecasted near term charter rates, and concluded that the
declines in vessel valuations and in forecasted near term charter rates constituted impairment trigger events for 28 vessels as of September 30, 2016 and 24 vessels
as of December 31, 2016. In developing estimates of undiscounted future cash flows for performing Step 1 of the impairment tests, the Company utilized the
methodology described above. In estimating the fair value of the vessels for the purposes of Step 2 of the September 30, 2016 impairment tests, the Company
developed fair value estimates that utilized a market approach which considered an average of two vessel appraisals. Based on the tests performed, impairment
charges totaling $49,640 were recorded on two LR1s, an Aframax and a Panamax to write-down their carrying values to their estimated fair values at September
30, 2016. In estimating the fair values of the vessels for the purposes of Step 2 of the December 31, 2016 impairment tests, the Company considered the market and
income approaches by using a combination of third party appraisals and discounted cash flow models prepared by the Company. In preparing the discounted cash
flow models, the Company used a methodology consistent with the methodology described above and a weighted average cost of capital discount rate of 9.0%.
Based on the tests performed, impairment charges aggregating $29,602 were recorded on one Panamax and seven MRs to write-down their carrying values to their
estimated fair values at December 31, 2016.
2015
Impairment
Evaluation
— Management gave consideration as to whether any events and changes in circumstances existed as of December 31, 2015 that
could be viewed as indicators that the carrying amounts of the vessels in the Company’s International Flag fleet were not recoverable as of December 31, 2015 and
determined there were no such events or changes in circumstances.
Impairment
of
Equity
Method
Investments
When events and circumstances warrant, investments accounted for under the equity method of accounting are evaluated for impairment. If a determination is
made that an other-than-temporary impairment exists, the investment should be written down to its fair value in accordance with ASC 820, Fair
Value
Measurements
and
Disclosures
, which establishes a new cost basis. In December 2016, evidence of an other-than-temporary decline in the fair value of the
Company’s investments in its FSO joint ventures below their carrying values was identified by the Company. Specifically, management concluded that the lower
charter rate expected over the duration of the recently awarded five-year service contracts commencing in the third quarter of 2017 was negative evidence
indicating that the excess of the carrying value of the Company’s investment in these joint ventures over their fair value was other-than-temporary as of December
31, 2016.
As the Company determined that other-than-temporary impairments existed in relation to its investments in the FSO joint ventures, impairment charges
aggregating $30,475 were recorded to write down the investments to their estimated fair values as of December 31, 2016. Such charges are included in equity in
income of affiliated companies in the accompanying consolidated statements of operations. In estimating the fair value of the Company’s investments in the FSO
joint ventures as of December 31, 2016, the Company utilized an income approach, by preparing discounted cash flow models since there is a lack of comparable
market transactions for the specially built assets held by the joint ventures. In preparing the discounted cash flows models, the Company used a methodology
largely consistent with the methodology and assumptions detailed in the “Vessel Impairment” section above, with the exception being that as the assets owned by
the joint ventures serve under specific service contracts, the estimated charter rates for periods after the expiry of the existing contracts are based upon
management’s internally forecasted rates. The cash flows were discounted using the estimated weighted average cost of capital for each joint venture, which
approximated 9.5% and took into consideration country risk, entity size and uncertainty with respect to the cash flows for periods beyond the current charter
expiries.
Drydocking
Within the shipping industry, there are two methods that are used to account for dry dockings: (1) capitalize drydocking costs as incurred (deferral method) and
amortize such costs over the period to the next scheduled drydocking, and (2) expense drydocking costs as incurred. Since drydocking cycles typically extend over
two and a half years or five years, management uses the deferral method because management believes it provides a better matching of revenues and expenses than
the expense-as-incurred method.
Pension
Benefits
The Company has obligations outstanding under the OSG Ship Management (UK) Ltd. Retirement Benefits Plan (the “Scheme”), a defined benefit pension plan
maintained by a subsidiary in the U.K., who is the principal employer of the Scheme. The plan has been closed to new entrants and accrual since December 2007.
The Company has recorded pension benefit costs based on valuations developed by its actuarial consultants. These valuations are based on key estimates and
assumptions, including those related to the discount rates, the rates expected to be earned on investments of plan assets and the life expectancy/mortality of plan
participants. The Company is required to consider market conditions in selecting a discount rate that is representative of the rates of return currently available on
high-quality fixed income investments. A higher discount rate would result in a lower benefit obligation and a lower rate would result in a higher benefit
obligation. The expected rate of return on plan assets is management’s best estimate of expected returns on plan assets. A decrease in the expected rate of return
will increase net periodic benefit costs and an increase in the expected rate of return will decrease benefit costs. The mortality assumption is management’s best
estimate of the expected duration of future benefit payments at the measurement date. The estimate is based on the specific demographics and other relevant facts
and circumstances of the Scheme and considers all relevant information available at the measurement date. Longer life expectancies would result in higher benefit
obligations and a decrease in life expectancies would result in lower benefit obligations.
54
International Seaways, Inc.
In determining the benefit obligations at the end of year measurement date, the Company continues to use an equivalent single weighted-average discount rate, at
December 31, 2017 (2.40%) and 2016 (2.60%), respectively. Management believes these rates to be appropriate for ongoing plans with a long duration such as
Scheme. The Company also assumed a long-term rate of return on the Scheme assets of 3.85% and 3.85% at December 31, 2017 and 2016, respectively, based on
the asset mix as of such dates and management’s estimate of the long term rate of return that could be achieved over the remaining duration of the Scheme.
Newly
Issued
Accounting
Standards
See Note 2, “Summary of Significant Accounting Policies,” to the Company’s consolidated financial statements set forth in Item 8, “Financial Statements and
Supplementary Data.”
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations —Risk Management” and “— Interest Rate Sensitivity.”
55
International Seaways, Inc.
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
TABLE OF CONTENTS
Years ended December 31, 2017, 2016 and 2015
Consolidated Balance Sheets at December 31, 2017 and 2016
Consolidated Statements of Operations for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Comprehensive Income/(Loss) for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2017, 2016 and 2015
Notes to Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firms
56
International Seaways, Inc.
Page
57
58
59
60
61
62
99
INTERNATIONAL SEAWAYS, INC.
CONSOLIDATED BALANCE SHEETS
AT DECEMBER 31
DOLLARS IN THOUSANDS
ASSETS
Current Assets:
Cash and cash equivalents
Voyage receivables, including unbilled of $54,701 and $61,416
Other receivables
Inventories
Prepaid expenses and other current assets
Total Current Assets
Restricted cash
Vessels and other property, less accumulated depreciation
Vessel held for sale, net
Deferred drydock expenditures, net
Total Vessels, Deferred Drydock and Other Property
Investments in and advances to affiliated companies
Other assets
Total Assets
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable, accrued expenses and other current liabilities
Payable to OSG
Current installments of long-term debt
Total Current Liabilities
Long-term debt
Other liabilities
Total Liabilities
Commitments and contingencies
Equity:
Capital - 100,000,000 no par value shares authorized; 29,089,865 and 29,189,454 shares issued and outstanding
Accumulated deficit
Accumulated other comprehensive loss
Total Equity
Total Liabilities and Equity
See notes to consolidated financial statements
57
International Seaways, Inc.
December 31,
December 31,
2017
2016
$
$
$
$
60,027 $
58,187
4,411
3,270
5,897
131,792
10,579
1,104,727
5,108
30,528
1,140,363
378,894
2,856
1,664,484 $
22,805 $
367
24,063
47,235
528,874
2,721
578,830
92,001
66,918
5,302
1,338
5,350
170,909
-
1,100,050
-
30,557
1,130,607
358,681
2,324
1,662,521
38,237
683
6,183
45,103
433,468
4,438
483,009
1,306,606
(180,545)
1,126,061
(40,407)
1,085,654
1,664,484 $
1,306,236
(74,457)
1,231,779
(52,267)
1,179,512
1,662,521
INTERNATIONAL SEAWAYS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31
DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS
Shipping Revenues:
Pool revenues, including $39,572 in 2017, $37,481 in 2016, and $45,372 in 2015 from companies
accounted for by the equity method
Time and bareboat charter revenues
Voyage charter revenues
Operating Expenses:
Voyage expenses
Vessel expenses
Charter hire expenses
Depreciation and amortization
General and administrative
Third-party debt modification fees
Separation and transition costs
Technical management transition costs
Loss/(gain) on disposal of vessels and other property, including impairments
Total operating expenses
(Loss)/income from vessel operations
Equity in income of affiliated companies
Operating (loss)/income
Other (expense)/income
(Loss)/income before interest expense, reorganization items and income taxes
Interest expense
(Loss)/income before reorganization items and income taxes
Reorganization items, net
(Loss)/income before income taxes
Income tax provision
Net (loss)/income
Weighted Average Number of Common Shares Outstanding:
Basic
Diluted
Per Share Amounts:
Basic and diluted net (loss)/income per share
See notes to consolidated financial statements
58
International Seaways, Inc.
2017
2016
2015
$
$
177,347 $
55,106
57,648
290,101
15,106
141,235
41,700
78,853
24,736
9,240
604
-
86,855
398,329
(108,228)
48,966
(59,262)
(6,344)
(65,606)
(40,438)
(106,044)
-
(106,044)
(44)
(106,088) $
246,196 $
95,484
56,639
398,319
13,274
141,944
37,411
79,885
31,618
-
9,043
-
79,203
392,378
5,941
16,849
22,790
(966)
21,824
(39,476)
(17,652)
(131)
(17,783)
(440)
(18,223) $
360,218
52,092
85,324
497,634
21,844
143,925
36,802
81,653
41,516
-
-
39
(4,459)
321,320
176,314
45,559
221,873
66
221,939
(42,970)
178,969
(5,659)
173,310
(140)
173,170
29,159,440
29,159,440
29,157,992
29,157,992
29,157,387
29,157,387
(3.64)
(0.62)
5.94
INTERNATIONAL SEAWAYS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
FOR THE YEARS ENDED DECEMBER 31
DOLLARS IN THOUSANDS
Net (Loss)/Income
Other Comprehensive Income, net of tax:
Net change in unrealized losses on cash flow hedges
Foreign currency translation adjustment
Defined benefit pension and other postretirement benefit plans:
Net change in unrecognized prior service costs
Net change in unrecognized actuarial losses
Other Comprehensive Income, net of tax
Comprehensive (Loss)/Income
See notes to consolidated financial statements
59
International Seaways, Inc.
2017
2016
2015
$
(106,088) $
(18,223) $
173,170
11,328
-
(31)
563
11,860
(94,228) $
13,129
42
294
(1,608)
11,857
(6,366) $
7,910
(13)
118
2,234
10,249
183,419
$
INTERNATIONAL SEAWAYS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31
DOLLARS IN THOUSANDS
Cash Flows from Operating Activities:
Net (loss)/income
Items included in net income not affecting cash flows:
Depreciation and amortization
Loss on write-down of vessels
Amortization of debt discount and other deferred financing costs
Deferred financing costs write-off
Direct and allocated stock compensation, non-cash
Undistributed earnings of affiliated companies
Allocated reorganization items, non-cash
Other – net
Items included in net income related to investing and financing activities:
Gain on disposal of vessels and other property
Allocated general and administrative expenses recorded as capital contributions
Discount on repurchase of debt
Payments for drydocking
Deferred financing costs paid for loan modification
Changes in operating assets and liabilities:
Decrease in receivables
(Decrease)/increase in payable to OSG
(Decrease)/increase in deferred revenue
Net change in inventories, prepaid expenses and other current assets and accounts payable,
accrued expense, and other current and long-term liabilities
Net cash (used in)/provided by operating activities
Cash Flows from Investing Activities:
(Increase)/decrease in restricted cash
Expenditures for vessels and vessel improvements
Proceeds from disposal of vessels and other property
Expenditures for other property
Investments in and advances to affiliated companies
Repayments of advances from affiliated companies
Other – net
Net cash (used in)/provided by investing activities
Cash Flows from Financing Activities:
Issuance of debt, net of issuance and deferred financing costs
Payments on debt
Extinguishment of debt
Dividend payments to OSG
Repurchases of common stock
Cash paid to tax authority upon vesting of stock-based compensation
Net cash provided by/(used in) financing activities
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of period
See notes to consolidated financial statements
60
International Seaways, Inc.
2017
2016
2015
$
(106,088) $
(18,223) $
173,170
78,853
88,408
6,423
7,020
3,808
(49,427)
-
131
(1,553)
-
-
(21,396)
-
8,730
(316)
(4,730)
(13,688)
(3,825)
(10,579)
(173,535)
18,344
(406)
(731)
40,750
-
(126,157)
614,933
(54,983)
(458,416)
-
(3,177)
(349)
98,008
(31,974)
92,001
60,027 $
79,885
79,242
6,643
5,097
2,841
(17,816)
131
517
(39)
1,146
(3,755)
(9,258)
(8,273)
8,033
(10,667)
4,421
(3,131)
116,794
8,989
(1,988)
-
(907)
(987)
18,500
-
23,607
-
(90,065)
(65,167)
(202,000)
-
(26)
(357,258)
(216,857)
308,858
92,001 $
81,653
-
5,835
-
2,811
(38,666)
5,659
(41)
(4,459)
954
-
(20,728)
(5,545)
13,398
5,733
-
2,965
222,739
61,104
(964)
17,058
-
(153)
37,500
(382)
114,163
-
(6,284)
-
(200,000)
-
-
(206,284)
130,618
178,240
308,858
$
INTERNATIONAL SEAWAYS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
DOLLARS IN THOUSANDS
Accumulated
Other
Accumulated Comprehensive
Capital
Deficit
Loss
Total
$
$
1,464,428 $
-
-
(118,523)
9,424
1,355,329
-
-
(53,185)
40
184
71
3,797
1,306,236
-
-
(261)
841
2,141
826
(3,177)
1,306,606 $
888 $
173,170
-
(81,477)
-
92,581
(18,223)
-
(148,815)
-
-
-
-
(74,457)
(106,088)
-
-
-
-
-
-
(180,545) $
(74,373) $
-
10,249
-
-
(64,124)
-
11,857
-
-
-
-
-
(52,267)
-
11,860
-
-
-
-
-
(40,407) $
1,390,943
173,170
10,249
(200,000)
9,424
1,383,786
(18,223)
11,857
(202,000)
40
184
71
3,797
1,179,512
(106,088)
11,860
(261)
841
2,141
826
(3,177)
1,085,654
Balance at January 1, 2015
Net income
Other comprehensive income
Dividend to OSG
Capital contribution of OSG, net
Balance at December 31, 2015
Net loss
Other comprehensive income
Dividend to OSG
Compensation relating to restricted stock awards
Compensation relating to restricted stock units awards
Compensation relating to stock option awards
Capital contribution of OSG, net
Balance at December 31, 2016
Net loss
Other comprehensive income
Forfeitures of vested restricted stock awards
Compensation relating to restricted stock awards
Compensation relating to restricted stock units awards
Compensation relating to stock option awards
Repurchase of common stock
Balance at December 31, 2017
See notes to consolidated financial statements
61
International Seaways, Inc.
INTERNATIONAL SEAWAYS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION:
Spin-Off
from
Overseas
Shipholding
Group,
Inc
.
On November 30, 2016 (the “Distribution Date”), International Seaways, Inc. (“INSW”), a Marshall Islands corporation, and its wholly owned subsidiaries (the
“Company” or “INSW”, or “we” or “us” or “our”), became a public entity as a result of its spin-off (the “Distribution”) from Overseas Shipholding Group, Inc.
(“OSG”), a publicly traded company incorporated in Delaware (United States). The spin-off separated OSG and INSW into two distinct businesses with separate
management. OSG retained the U.S. Flag business and INSW holds entities and other assets and liabilities that formed OSG’s former International Flag business.
On November 30, 2016, we amended and restated our articles of incorporation (“Amended and Restated Articles of Incorporation”). In accordance with the
Amended and Restated Articles of Incorporation, immediately prior to the distribution, as described in the following paragraph, the Company effected a stock split
of its 102.21 issued and outstanding shares of common stock, which were all owned by OSG, to allow for a prorata dividend of such shares to the holders of OSG
common stock and warrants. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) ASC 260,
Earnings
Per
Share
, the Company adjusted the computations of basic and diluted earnings per share retroactively for all periods presented to reflect that change in
its capital structure. Following the distribution our authorized capital stock consisted of 100,000,000 shares of common stock without par value and 10,000,000
shares of preferred stock without par value.
The spin-off transaction was in the form of a pro rata dividend of 100% of the common stock of INSW to holders of OSG common stock and warrants. Effective as
of 5:00 p.m., New York time, on the Distribution Date (the “Effective Time”), our common stock was distributed, on a pro rata basis, to OSG’s stockholders and
warrant holders of record as of 5:00 p.m., New York time, on November 18, 2016 (the “Record Date”). On the Distribution Date, each holder of OSG common
stock received 0.3333 shares of our common stock for every share of OSG common stock held on the Record Date. Each holder of OSG warrants received 0.3333
shares of our common stock for every one share of OSG common stock they would have received if they exercised their warrants immediately prior to the
Distribution (or 0.063327 INSW shares per warrant), treating such warrants on an as-exercised basis without deduction for the exercise price of such warrants.
Fractional shares of our common stock were not distributed in the spin-off. Holders of OSG common stock and warrants received cash in lieu of fractional shares
of our common stock. Our common stock began “regular-way” trading on the New York Stock Exchange on December 1, 2016, under the symbol “INSW.”
The spin-off was completed pursuant to a separation and distribution agreement (the “Separation and Distribution Agreement”) and several other agreements with
OSG related to the spin-off, including a transition services agreement (the “Transition Services Agreement”) and an employee matters agreement (the “Employee
Matters Agreement”) dated November 30, 2016. These agreements govern the relationship between us and OSG following the spin-off and provide for the
allocation of various assets, liabilities, rights and obligations. These agreements also include arrangements for transition services that were provided by OSG to the
Company and by the Company to OSG. See Note 13, “Related Parties,” for additional discussion of the significant agreements with OSG.
Nature
of
the
Business
The Company is engaged primarily in the ocean transportation of crude oil and petroleum products in international markets. The Company’s business is currently
organized into two reportable segments: Crude Tankers and Product Carriers. The crude oil fleet is comprised of most major crude oil vessel classes. The products
fleet transports refined petroleum product cargoes from refineries to consuming markets characterized by both long and short-haul routes. Through joint venture
partnerships, the Company operates four liquefied natural gas (“LNG”) carriers and two Floating Storage and Offloading (“FSO”) service vessels.
As of December 31, 2017, the Company’s operating fleet consisted of 55 vessels, 49 of which were owned (including four LNG carriers and two FSO service
vessels in which the Company has joint venture ownership interests), with the remaining vessels chartered-in. Subsequent to December 31, 2017, we delivered a
2002-built and a 2004-built MR to buyers (see Note 5, “Vessels”, to the accompanying consolidated financial statements). Vessels chartered-in may be bareboat
charters or time charters. Under either a bareboat charter or time charter, a customer pays a fixed daily or monthly rate for a fixed period of time for use of the
vessel. Under a bareboat charter, the customer pays all costs of operating the vessel, including voyage expenses, such as fuel, canal tolls and port charges, and
vessel expenses such as crew costs, vessel stores and supplies, lubricating oils, maintenance and repair, insurance and communications associated with operating
the vessel. Under a time charter, the customer pays all voyage expenses and the shipowner pays all vessel expenses. The Company’s operating fleet list excludes
vessels chartered-in where the duration of the charter was one year or less at inception. The Marshall Islands is the principal flag of registry of the Company’s
vessels.
Basis
of
Presentation
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.
62
International Seaways, Inc.
For the eleven-month period ended November 30, 2016 and the years ended December 31, 2015, the accompanying consolidated financial statements include the
assets, liabilities, revenues and expenses of the individual entities that comprise the Company carved out from the historical results of operations, cost basis of the
assets and liabilities and cash flows of OSG for these entities using both specific identification and allocation consistent with prior periods.
For the eleven month period ended November 30, 2016 and the years ended December 31, 2015, the Company functioned as part of the larger group of companies
controlled by OSG, and accordingly, OSG performed certain corporate overhead functions for the Company. Therefore, certain costs related to the Company have
been allocated from OSG. These allocated costs are primarily related to corporate administrative expenses, reorganization costs and employee related costs,
including pensions and other benefits for corporate and shared employees, for the following functional groups: information technology, legal services, accounting
and finance services, human resources, marketing and contract support, customer support, treasury and cash management, facility and other corporate and
infrastructural services. The costs associated with these services and support functions have been allocated to the Company primarily based on either the proportion
of time spent by employees within the above functions on tasks related to or for the benefit of the Company’s entities or the proportion of ship operating days of
the Company. Ship operating days are defined as the total number of days vessels are owned or chartered in during a period. A portion of this cost allocation was
offset by costs for certain corporate functions held within the Company (including information technology functions) that have historically provided services to
OSG and non-INSW subsidiaries of OSG. The net costs allocated for these functions are included in general and administrative expenses, technical management
and transition costs, separation and transition costs and reorganization items, net within the consolidated financial statements. The tax provisions for the Company
have been provided using a separate tax return methodology.
Management believes the assumptions and allocations are reasonable. The expenses and cost allocations have been determined on a basis considered to be a
reasonable reflection of the utilization of services provided to or the benefit received by the Company during the periods relative to the total costs incurred by
OSG. However, the amounts recorded may not be representative of the amounts that would have been incurred had the Company been an entity that operated
independently of OSG. Consequently, these consolidated financial statements may not be indicative of the Company’s future performance and do not necessarily
reflect what its consolidated results of operations, financial position and cash flows would have been had the Company operated as a separate entity apart from
OSG during the eleven-month period ended November 30, 2016 and the year ended December 31, 2015.
Following our spin-off from OSG on November 30, 2016, we now perform functions previously performed by OSG using internal resources and purchased
services, some of which were being provided by OSG during a transitional period that ended on June 30, 2017 pursuant to the Transition Services Agreement.
All intercompany balances and transactions within the Company have been eliminated. Investments in 50% or less owned affiliated companies, in which the
Company exercises significant influence, are accounted for by the equity method.
Dollar amounts, except per share amounts are in thousands.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
1. Cash
and
cash
equivalents
— Interest-bearing deposits that are highly liquid investments and have a maturity of three months or less when purchased are
included in cash and cash equivalents. Restricted cash of $10,579 as of December 31, 2017 represents legally restricted cash relating to the 2017 Debt
Facilities (as defined in Note 8, “Debt”). Such restricted cash reserves are included in the non-current assets section of the consolidated balance sheet. The
2017 Debt Facilities stipulate that net cash proceeds of any INSW asset sale or casualty event exceeding $5,000, are restricted and required to be
reinvested in fixed or capital assets within twelve months of such sale or casualty event or used to repay the principal balance outstanding on the 2017
Debt Facilities. Activity relating to restricted cash is reflected in investing activities in the consolidated statements of cash flow.
2. Concentration
of
Credit
Risk
— Financial instruments that potentially subject the Company to concentrations of credit risk are voyage receivables due
from charterers and pools in which the Company participates. With respect to voyage receivables, the Company limits its credit risk by performing
ongoing credit evaluations. Voyage receivables reflected in the consolidated balance sheets as of December 31, 2017 and 2016 are net of an allowance for
doubtful accounts of $108 and $70, respectively. The provisions for doubtful accounts for the years ended December 31, 2017, 2016 and 2015 were not
material.
63
International Seaways, Inc.
During the three years ended December 31, 2017, the Company did not have any individual customers who accounted for 10% or more of its revenues
apart from the pools in which it participates. The pools in which the Company participates accounted for 89% and 90% of consolidated voyage
receivables at December 31, 2017 and 2016.
3.
Inventories
—Inventories, which consists principally of fuel, are stated at cost determined on a first-in, first-out basis.
4. Vessels,
vessel
lives,
deferred
drydocking
expenditures
and
other
property
—Vessels are recorded at cost and are depreciated to their estimated salvage
value on the straight-line basis over the lives of the vessels, which are generally 25 years. Each vessel’s salvage value is equal to the product of its
lightweight tonnage and an estimated scrap rate of $300 per ton.
Other property, including leasehold improvements, are recorded at cost and amortized on a straight-line basis over the shorter of the terms of the leases or
the estimated useful lives of the assets, which range from three to seven years.
Interest costs are capitalized to vessels during the period that vessels are under construction, however, no interest was capitalized during 2017, 2016 or
2015.
Expenditures incurred during a drydocking are deferred and amortized on the straight-line basis over the period until the next scheduled drydocking,
generally two and a half to five years. The Company only includes in deferred drydocking costs those direct costs that are incurred as part of the
drydocking to meet regulatory requirements, or are expenditures that add economic life to the vessel, increase the vessel’s earnings capacity or improve
the vessel’s efficiency. Direct costs include shipyard costs as well as the costs of placing the vessel in the shipyard. Expenditures for normal maintenance
and repairs, whether incurred as part of the drydocking or not, are expensed as incurred.
The carrying value of each of the Company’s vessels represents its original cost at the time it was delivered or purchased less depreciation calculated
using estimated useful lives from the date such vessel was originally delivered from the shipyard. A vessel’s carrying value is reduced to its new cost
basis (i.e., its current fair value) if a vessel impairment charge is recorded.
5.
Impairment
of
long-lived
assets
—The carrying amounts of long-lived assets held and used by the Company are reviewed for potential impairment
whenever events or changes in circumstances indicate that the carrying amount of a particular asset may not be fully recoverable. In such instances, an
impairment charge would be recognized if the estimate of the undiscounted future cash flows expected to result from the use of the asset and its eventual
disposition is less than the asset’s carrying amount. This assessment is made at the individual vessel level since separately identifiable cash flow
information for each vessel is available. The impairment charge, if any, would be measured as the amount by which the carrying amount of a vessel
exceeded its fair value. If using an income approach in determining the fair value of a vessel, the Company will consider the discounted cash flows
resulting from highest and best use of the vessel asset from a market-participant’s perspective. Alternatively, if using a market approach, the Company
will obtain third party appraisals of the estimated fair value of the vessel. A long lived asset impairment charge results in a new cost basis being
established for the relevant long lived asset. See Note 5, “Vessels,” for further discussion on the impairment tests performed on certain of our vessels
during the three years ended December 31, 2017.
6. Deferred
finance
charges
—Finance charges, excluding original issue discounts, incurred in the arrangement and /or amendments resulting in the
modification of debt are deferred and amortized to interest expense on either an effective interest method or straight-line basis over the life of the related
debt. Unamortized deferred finance charges of $1,691 relating to the INSW Revolver Facility (as defined in Note 8, “Debt”) are included in other assets in
the consolidated balance sheets as of December 31, 2016. Unamortized deferred finance charges of $23,626 relating to the 2017 Term Loan Facility (as
defined in Note 8, “Debt”) and the 2017 Revolver Facility and $19,827 relating to the INSW Term Loan are included in long-term debt on the
consolidated balance sheets as of December 31, 2017 and 2016.
Interest expense relating to the amortization of deferred financing costs amounted to $5,115 in 2017, $6,449 in 2016 and $5,625 in 2015.
7. Revenue
and
expense
recognition
—Revenues from time charters and bareboat charters are accounted for as operating leases and are thus recognized
ratably over the rental periods of such charters, as service is performed. Voyage revenues and expenses are recognized ratably over the estimated length of
each voyage, calculated on a discharge-to-discharge basis and, therefore, are allocated between reporting periods based on the relative transit time in each
period. The impact of recognizing voyage expenses ratably over the length of each voyage is not materially different on a quarterly and annual basis from
a method of recognizing such costs as incurred. The Company does not begin recognizing voyage revenue until a charter has been agreed to by both the
Company and the customer, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage.
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International Seaways, Inc.
Under voyage charters, expenses such as fuel, port charges, canal tolls, cargo handling operations and brokerage commissions are paid by the Company
whereas, under time and bareboat charters, such voyage costs are paid by the Company’s customers.
For the Company’s vessels operating in pools, revenues and voyage expenses are pooled and allocated to each pool’s participants on a time charter
equivalent (“TCE”) basis in accordance with an agreed-upon formula. Such TCE revenues are reported as pool revenues in the accompanying
consolidated statement of operations. For the pools in which the Company participates, management monitors, among other things, the relative proportion
of the Company’s vessels operating in each of the pools to the total number of vessels in each of the respective pools, and assesses whether or not the
Company’s participation interest in each of the pools is sufficiently significant so as to determine that the Company has effective control of the pool.
8. Derivatives
—ASC 815, Derivatives
and
Hedging
, requires the Company to recognize all derivatives on the balance sheet at fair value. Derivatives that
are not effective hedges must be adjusted to fair value through earnings. If the derivative is an effective hedge, depending on the nature of the hedge, a
change in the fair value of the derivative is either recorded to current earnings (fair value hedge), or recognized in other comprehensive income/(loss) and
reclassified into earnings in the same period or periods during which the hedge transaction affects earnings (cash flow hedge). The ineffective portion of
an effective hedge and the full amount of the change in fair value of derivative instruments that do not qualify for hedge accounting are immediately
recognized in earnings.
The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objective and strategy
for undertaking various hedge transactions. This process includes linking all derivatives that are designated as cash flow hedges to forecasted transactions.
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
have been highly effective in offsetting changes in the cash flows of hedged items and whether those derivatives may be expected to remain highly
effective in future periods. When it is determined that a derivative is not (or has ceased to be) highly effective as a hedge, the Company discontinues
hedge accounting prospectively, as discussed below.
The Company discontinues hedge accounting prospectively when (1) it determines that the derivative is no longer effective in offsetting changes in the
cash flows of a hedged item such as forecasted transactions; (2) the derivative expires or is sold, terminated, or exercised; (3) it is no longer probable that
the forecasted transaction will occur; or (4) management determines that designating the derivative as a hedging instrument is no longer appropriate or
desired.
When the Company discontinues hedge accounting because it is no longer probable that the forecasted transaction will occur in the originally expected
period, the gain or loss on the derivative remains in accumulated other comprehensive loss and is reclassified into earnings when the forecasted
transaction affects earnings. However, if it is probable that a forecasted transaction will not occur by the end of the originally specified time period or
within an additional two-month period of time thereafter, the gains and losses that were accumulated in other comprehensive loss will be recognized
immediately in earnings. In all situations in which hedge accounting is discontinued and the derivative remains outstanding, the Company will carry the
derivative at its fair value on the balance sheet, recognizing changes in the fair value in current-period earnings, unless it is designated in a new hedging
relationship.
During the three years ended December 31, 2017, no ineffectiveness gains or losses were recorded in earnings relative to interest rate caps entered into by
the Company or its subsidiaries that qualified for hedge accounting. Any gain or loss realized upon the early termination of an interest rate cap is
recognized as an adjustment of interest expense over the shorter of the remaining term of the cap or the hedged debt. See Note 9, “Fair Value of Financial
Instruments, Derivatives and Fair Value Disclosures,” for additional disclosures on the Company’s interest rate caps and other financial instruments.
9.
Income
taxes
—
Substantially all of the companies included in the Company’s consolidated financial statements were excluded from the OSG
consolidated group for U.S. income tax purposes for the eleven month period ended November 30, 2016 and the year ended December 31, 2015. The
Company’s financial statements have been prepared on the basis that OSG was responsible for all U.S. taxes for periods prior to December 1, 2016. Prior
to December 1, 2016, the Company had not operated as an independent stand-alone entity. However, for the purposes of these consolidated financial
statements the Company has calculated income taxes as if it had filed relevant income tax returns on a stand-alone basis. The Company accounts for
income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on
the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences
are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the
enactment date.
65
International Seaways, Inc.
Net deferred tax assets are recorded to the extent the Company believes these assets will more likely than not be realized. In making such a determination,
all available positive and negative evidence is considered, including future reversals of existing taxable temporary differences, projected future taxable
income, tax-planning strategies, and results of recent operations. In the event the Company were to determine that it would be able to realize its deferred
income tax assets in the future in excess of their net recorded amount, an adjustment would be made to the deferred tax asset valuation allowance, which
would reduce the provision for income taxes in the period such determination is made.
Uncertain tax positions are recorded in accordance with ASC 740, Income
Taxes,
on the basis of a two-step process whereby (1) the Company first
determines whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax
positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is greater than 50%
likely to be realized upon ultimate settlement with the related tax authority.
10. Valuation
of
equity
method
investments
— When events and circumstances warrant, investments accounted for under the equity method of accounting are
evaluated for impairment. An impairment charge is recorded whenever a decline in fair value of an investment below its carrying amount is determined to
be other-than-temporary. Impairment charges related to equity method investments are recorded in equity in income of affiliated companies in the
accompanying consolidated statements of operations. See Note 6, “Equity Method Investments,” for further discussion of the Company’s evaluation of
impairment of its equity method investments at December 31, 2017 and 2016, respectively.
11. Use
of
estimates
—The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the amounts of assets, liabilities, equity, revenues and expenses reported in the financial
statements and accompanying notes. The most significant estimates relate to the depreciation of vessels and other property, amortization of drydocking
costs, estimates used in assessing the recoverability of goodwill, equity method investments, intangible and other long-lived assets, liabilities incurred
relating to pension benefits, and income taxes. Actual results could differ from those estimates.
12. Recently
Adopted
Accounting
Standards
—
In August 2017, the FASB issued ASU 2017-12, Derivatives
and
Hedging
(ASC
815)
, which makes more
financial and nonfinancial hedging strategies eligible for hedge accounting, amends the presentation and disclosure requirements, and changes how
companies assess effectiveness. It is intended to more closely align hedge accounting with companies’ risk management strategies, simplify the
application of hedge accounting, and increase transparency as to the scope and results of hedging programs. The new guidance permits a qualitative
effectiveness assessment for certain hedges instead of a quantitative test after initial qualification if the company can reasonably support an expectation of
high effectiveness throughout the term of the hedge. An initial quantitative test to establish that the hedge relationship is highly effective is still required.
For cash flow hedges, if the hedge is highly effective, all changes in the fair value of the derivative hedging instrument will be recorded in other
comprehensive income. They will be reclassified to earnings when the hedged item impacts earnings. On the other hand, for fair value hedges, because
the change in fair value of the hedged item and the derivative hedging instrument will still be recorded in current earnings, if the hedge is not 100%
effective there will be an income statement impact. The standard will be effective for interim and annual periods beginning after December 31, 2018 and
early adoption is permitted. Beginning December 1, 2017, the Company elected to early adopt this accounting standard with an initial application date of
January 1, 2017. The adoption of this accounting standard had no impact on the Company’s consolidated financial statements since the hedge relationship
that existed at the initial application date had expired prior to the adoption date. Also, the hedge relationship entered into after the December 1, 2017
adoption date had a forward start date of January 1, 2018.
In March 2016, the FASB issued ASU No. 2016-09, Improvements
to
Employee
Share-Based
Payment
Accounting
(ASC 718), which simplifies several
aspects of the accounting for share-based payment transactions, including the income tax consequences, forfeitures, classification of awards as either
equity or liabilities, and classification in the statement of cash flows. The standard is effective for annual periods beginning after December 31, 2016 and
interim periods within that reporting period. As a result of the adoption of this accounting standard, effective January 1, 2017, the Company elected to
account for forfeitures of share-based payments as they occur. The adoption of this accounting policy had no impact on the Company’s consolidated
financial statements since management’s estimate of the forfeiture rate on share-based payment awards granted prior to January 1, 2017 was zero. In
addition, the adoption of this accounting standard resulted in the presentation of $349 and $26 of cash paid to the tax authorities for shares withheld to
satisfy the Company’s statutory income tax withholding obligations as a financing cash outflow in the consolidated statement of cash flows for the years
ended December 31, 2017 and 2016, respectively.
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International Seaways, Inc.
13. Recently
Issued
Accounting
Standards
— In September 2017, the FASB issued ASU 2017-13, Amendments
to
SEC
Paragraphs
Pursuant
to
the
Staff
Announcement
at
the
July
20,
2017
EITF
Meeting
and
Rescission
of
Prior
SEC
Staff
Announcements
and
Observer
Comments
, which allows certain
public business entities (“PBEs”) that otherwise would not meet the definition of a public business entity except for a requirement to include its financial
statements or financial information in another entity’s filings with the SEC, to elect to use non-PBE transition dates for the sole purpose of adopting ASU
No. 2016-02, Leases
(ASC 842), and ASU No. 2014-09, Revenue
from
Contracts
with
Customers
(ASC 606). Accordingly, all financial statements or
financial information of the Company’s FSO and LNG joint ventures that may be included in the Company’s filings with the SEC pursuant to SEC
Regulation S-X Rule 4-08(g), Summarized
Financial
Information
of
Subsidiaries
Not
Consolidated
and
50
Percent
or
Less
Owned
Persons,
and/or SEC
Regulation S-X Rule 3-09, Separate
Financial
Statements
of
Subsidiaries
Not
Consolidated
and
50
Percent
or
Less
Owned
Persons,
will likely not reflect
the adoptions of ASC 606 and ASC 842 until January 1, 2019 and January 1, 2020, respectively.
In May 2017, the FASB issued ASU 2017-09, Compensation—Stock
Compensation
(ASC 718), which provides guidance in regards to a change to the
terms or conditions of a share-based payment award. An entity is required to account for the effects of a modification unless all the following are met: (1)
the fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified; (2) the vesting
conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; (3) the
classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately
before the original award is modified. The standard will be effective for interim and annual periods beginning after December 31, 2017 and early adoption
is permitted. The guidance is to be applied prospectively to an award modified on or after the adoption date. Management does not expect the adoption of
this accounting standard to have a material impact on the Company’s consolidated financial statements.
In March 2017, the FASB issued ASU 2017-07, Improving
the
Presentation
of
Net
Periodic
Pension
Cost
and
Net
Periodic
Postretirement
Benefit
Cost
(ASC 715), which requires that an employer classify and report the service cost component in the same line item or items in the statement of operations as
other compensation costs arising from services rendered by the pertinent employees during the period and disclose by line item in the statement of
operations the amount of net benefit cost that is included in the statement of operations. The other components of net benefit cost would be presented in
the statement of operations separately from the service cost component and outside the subtotal of income from operations. The standard will be effective
for interim and annual periods beginning after December 31, 2017 and early adoption is permitted. The standard requires application using a retrospective
transition method and allows a practical expedient that permits an employer to use the amounts disclosed in its pension and other postretirement benefit
plan note for the prior comparative periods as the estimation basis for applying the retrospective presentation requirements. Management does not expect
the adoption of this accounting standard to have a material impact on the Company’s consolidated financial statements. Upon adoption, net benefit costs
totaling $335 and $985 for the years ended December 31, 2017 and 2016, respectively, that is currently presented in the general and administrative
expense line will be presented in the other (expense)/income line on the consolidated statement operations.
In November 2016, the FASB issued ASU No. 2016-18, Statement
of
Cash
Flows
(ASC
230):
Restricted
Cash
, which requires that amounts generally
described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-
of-period total amounts shown on the statement of cash flows. The standard will be effective for annual periods beginning after December 31, 2017 and
interim periods within that reporting period. The adoption of this accounting standard will not have a material impact on the Company’s consolidated
statements of cash flows.
In August 2016, the FASB issued ASU 2016-15, Classification
of
Certain
Cash
Receipts
and
Cash
Payments
(ASC 230), which amends the guidance in
ASC 230 on the classification of certain cash receipts and payments in the statement of cash flows. The primary purpose of the ASU is to reduce the
diversity in practice that has resulted from the lack of consistent principles on this topic with respect to (1) debt prepayment or debt extinguishment costs;
(2) settlement of zero-coupon debt; (3) contingent consideration payments made after a business combination; (4) proceeds from the settlement of
insurance claims; (5) proceeds from the settlement of corporate-owned life insurance policies; (6) distributions received from equity method investees; (7)
beneficial interests in securitization transactions; and (8) separately identifiable cash flows and application of the predominance principle. The standard
will be effective for interim and annual periods beginning after December 31, 2017 and early adoption is permitted. The guidance requires application
using a retrospective transition method. We currently anticipate adopting the standard for classification of distributions received from equity method
investees using the cumulative equity earnings approach, which will result in the retrospective reclassification of distributions received from certain
affiliated companies accounted for by the equity method, from investing activities to operating activities. Management does not expect the adoption of the
other provisions of this accounting standard to have a material impact on the Company’s consolidated financial statements.
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International Seaways, Inc.
In February 2016, the FASB issued ASU No. 2016-02, Leases
(ASC 842), which requires lessees to recognize most leases on the balance sheet. This is
expected to increase both reported assets and liabilities. The standard will be effective for the first interim reporting period within annual periods
beginning after December 15, 2018, although early adoption is permitted. Lessees and lessors will be required to apply the new standard at the beginning
of the earliest period presented in the financial statements in which they first apply the new guidance, using a modified retrospective transition method.
The requirements of this standard include a significant increase in required disclosures. Management is analyzing the impact of the adoption of this
guidance on the Company’s consolidated financial statements, including assessing changes that might be necessary to information technology systems,
processes and internal controls to capture new data and address changes in financial reporting. Management expects that the Company will recognize
increases in reported amounts for property, plant and equipment and related lease liabilities upon adoption of the new standard.
In May 2014, the FASB issued ASU No. 2014-09, Revenue
from
Contracts
with
Customers
(ASC 606), a standard that will supersede virtually all of the
existing revenue recognition guidance in U.S. GAAP. The standard establishes a five-step model that will apply to revenue earned from a contract with a
customer. The standard’s requirements will also apply to the sale of some non-financial assets that are not part of an entity’s ordinary activities (e.g., sales
of property or plant and equipment). Extensive disclosures will be required, including disaggregation of total revenue, information about performance
obligations, changes in contract asset and liability account balances between periods and key judgments and estimates. The FASB has issued several
amendments to the standard, including clarification of the accounting for licenses of intellectual property and identifying performance obligations. The
guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the
cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The new
standard will be effective for us beginning January 1, 2018 and while not expected to have a material impact upon adoption, it could have a material
impact on the Company’s consolidated financial statements going forward. We intend to adopt the standard using the cumulative catch-up transition
method. We have undertaken a comprehensive approach to assessing the impact of the guidance on our business by reviewing our current accounting
policies and practices to identify any potential differences that may result from applying the new requirements to our consolidated financial statements. In
evaluating the impact of adopting this standard, we determined that (i) the timing and recognition of earnings from the pool arrangements and time
charter/bareboat charter-out contracts to which the Company is party will not change significantly from current practice; (ii) there may be a change in the
timing of revenue recognition under spot voyage contracts that may have a material impact on the Company’s consolidated financial statements,
depending on the number of spot voyages we have in progress at a reporting period end and whether or not the underlying voyage charter has been
determined to be a service only contract or a lease contract with a service component; (iii) there will be a significant expansion of required disclosures
regarding revenue recognition, including a requirement to disclose the portion of total revenues recognized in accordance with other standards such as
ASC 840, Leases
; and (iv) the use of time charter equivalent (“TCE”) revenues as a means of measuring performance and comparing results amongst
shipping industry participants could become more challenging. In quantifying the cumulative catch up adjustment that will be recognized on January 1,
2018, we determined that as of December 31, 2017, only one of the Company’s vessels was operating on a spot voyage charter. A review of the terms of
the charter agreement resulted in the determination that it was a short-term lease contract because the charterer had substantive decision-making rights
with respect to the load and discharge ports. We concluded there would be no material cumulative catch up adjustment for this contract as the adoption of
ASC 606 did not materially change the timing or the amount of the non-lease component of the revenue recognized ratably between contract signing date
in November 2017 and discharge of cargo in January 2018.
NOTE 3 — EARNINGS PER COMMON SHARE:
Basic earnings per common share is computed by dividing earnings, after the deduction of dividends and undistributed earnings allocated to participating
securities, by the weighted average number of common shares outstanding during the period.
The computation of diluted earnings per share assumes the issuance of common stock for all potentially dilutive stock options and restricted stock units not
classified as participating securities. Participating securities are defined by ASC 260, Earnings
Per
Share,
as unvested share-based payment awards that contain
non-forfeitable rights to dividends or dividend equivalents and are included in the computation of earnings per share pursuant to the two-class method.
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International Seaways, Inc.
There were 35,876, 1,489 and 0 weighted average shares of unvested restricted common stock shares considered to be participating securities for the years ended
December 31, 2017, 2016 and 2015, respectively. Such participating securities are allocated a portion of income, but not losses under the two-class method.
Accordingly, no allocation was made to the participating securities under the two-class method for the years ended December 31, 2017 and 2016. As of December
31, 2017, there were 105,429 shares of restricted stock units and 275,830 stock options outstanding considered to be potentially dilutive securities.
The components of the calculation of basic and diluted earnings per share are as follows:
For the year ended December 31,
Net (loss)/income
Weighted average common shares outstanding:
Basic
Diluted
2017
2016
2015
$
(106,088) $
(18,223) $
173,170
29,159,440
29,159,440
29,157,992
29,157,992
29,157,387
29,157,387
Reconciliations of the numerator of the basic and diluted earnings per share computations are as follows:
For the year ended December 31,
Net (loss)/income allocated to:
Common Stockholders
Participating securities
2017
2016
2015
$
$
(106,088) $
-
(106,088) $
(18,223) $
-
(18,223) $
173,170
-
173,170
There were no dilutive equity awards outstanding for the years ended December 31, 2017, 2016 and 2015. Awards of 397,833 and 11,153 for the year ended 2017
and 2016, respectively, were not included in the computation of diluted earnings per share because inclusion of these awards would be anti-dilutive.
NOTE 4 — BUSINESS AND SEGMENT REPORTING:
The Company is engaged primarily in the ocean transportation of crude oil and petroleum products in the international market through the ownership and operation
of a diversified fleet of vessels. The shipping industry has many distinct market segments based, in large part, on the size and design configuration of vessels
required and, in some cases, on the flag of registry. Rates in each market segment are determined by a variety of factors affecting the supply and demand for
vessels to move cargoes in the trades for which they are suited. Tankers are not bound to specific ports or schedules and therefore can respond to market
opportunities by moving between trades and geographical areas. The Company charters its vessels to commercial shippers and foreign governments and
governmental agencies primarily on voyage charters and on time charters.
The Company has two reportable segments: Crude Tankers and Product Carriers. The joint ventures with two floating storage and offloading service vessels are
included in the Crude Tankers Segment. The joint venture with four LNG Carriers is included in Other. Adjusted income/(loss) from vessel operations for segment
reporting is defined as income/(loss) from vessel operations before general and administrative expenses, third-party debt modification fees, separation and
transition costs, technical management transition costs, and (loss)/gain on disposal of vessels and other property, including impairments. The accounting policies
followed by the reportable segments are the same as those followed in the preparation of the Company’s consolidated financial statements.
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International Seaways, Inc.
Information about the Company’s reportable segments as of and for each of the years in the three-year period ended December 31, 2017 follows:
Crude
Tankers
Product
Carriers
Other
Totals
2017
Shipping revenues
Time charter equivalent revenues
Depreciation and amortization
Loss on disposal of vessels and other property, including impairments
Adjusted income/(loss) from vessel operations
Equity in income of affiliated companies
Investments in and advances to affiliated companies at December 31, 2017
Adjusted total assets at December 31, 2017
Expenditures for vessels and vessel improvements
Payments for drydockings
2016
Shipping revenues
Time charter equivalent revenues
Depreciation and amortization
Loss on disposal of vessels and other property, including impairments
Adjusted income from vessel operations
Equity in income of affiliated companies
Investments in and advances to affiliated companies at December 31, 2016
Adjusted total assets at December 31, 2016
Expenditures for vessels and vessel improvements
Payments for drydockings
2015
Shipping revenues
Time charter equivalent revenues
Depreciation and amortization
Loss/(gain) on disposal of vessels and other property
Adjusted income/(loss) from vessel operations
Equity in income of affiliated companies
Investments in and advances to affiliated companies at December 31, 2015
Adjusted total assets at December 31, 2015
Expenditures for vessels and vessel improvements
Payments for drydockings
$
$
$
192,426 $
178,812
56,302
85,625
21,623
34,577
260,884
1,104,714
172,164
17,606
271,764 $
258,171
52,395
7,585
111,768
5,584
266,470
1,066,184
691
7,636
324,703 $
304,182
51,347
31
157,840
34,371
276,839
1,148,361
91
13,842
97,675 $
96,183
22,418
1,230
(8,385)
-
15,612
382,905
1,371
3,790
126,555 $
126,314
26,696
71,456
13,327
-
15,296
422,579
1,297
1,622
172,931 $
171,608
28,763
(3,231)
56,746
-
13,793
505,353
873
6,886
- $
-
133
-
(31)
14,389
102,398
102,025
-
-
- $
560
794
162
710
11,265
76,915
76,915
-
-
- $
-
1,543
(1,259)
(1,176)
11,188
54,259
43,340
-
-
290,101
274,995
78,853
86,855
13,207
48,966
378,894
1,589,644
173,535
21,396
398,319
385,045
79,885
79,203
125,805
16,849
358,681
1,565,678
1,988
9,258
497,634
475,790
81,653
(4,459)
213,410
45,559
344,891
1,697,054
964
20,728
Reconciliations of time charter equivalent revenues of the segments to shipping revenues as reported in the consolidated statements of operations follow:
For the year ended December 31,
Time charter equivalent revenues
Add: Voyage expenses
Shipping revenues
2017
2016
2015
$
$
274,995 $
15,106
290,101 $
385,045 $
13,274
398,319 $
475,790
21,844
497,634
Consistent with general practice in the shipping industry, the Company uses time charter equivalent revenues, which represents shipping revenues less voyage
expenses, as a measure to compare revenue generated from a voyage charter to revenue generated from a time charter. Time charter equivalent revenues, a non-
GAAP measure, provides additional meaningful information in conjunction with shipping revenues, the most directly comparable GAAP measure, because it
assists Company management in making decisions regarding the deployment and use of its vessels and in evaluating their financial performance.
Reconciliations of adjusted income from vessel operations of the segments to (loss)/income before income taxes, as reported in the consolidated statements of
operations follow:
For the year ended December 31,
Total adjusted income from vessel operations of all segments
General and administrative expenses
Third-party debt modification fees
Separation and transition costs
Technical management transition costs
(Loss)/gain on disposal of vessels and other property, including impairments
Consolidated (loss)/income from vessel operations
Equity in income of affiliated companies
Other (expense)/income
Interest expense
Reorganization items, net
(Loss)/income before income taxes
2017
2016
2015
$
$
13,207 $
(24,736)
(9,240)
(604)
-
(86,855)
(108,228)
48,966
(6,344)
(40,438)
-
(106,044) $
125,805 $
(31,618)
-
(9,043)
-
(79,203)
5,941
16,849
(966)
(39,476)
(131)
(17,783) $
213,410
(41,516)
-
-
(39)
4,459
176,314
45,559
66
(42,970)
(5,659)
173,310
70
International Seaways, Inc.
Reconciliations of total assets of the segments to amounts included in the consolidated balance sheets follow:
At December 31,
Total adjusted assets of all segments
Corporate unrestricted cash and cash equivalents
Corporate restricted cash
Other unallocated amounts
Consolidated total assets
2017
2016
1,589,644 $
60,027
10,579
4,234
1,664,484 $
1,565,678
92,001
-
4,842
1,662,521
$
$
Certain additional information about the Company’s operations for each of the years in the three year period ended December 31, 2017 follows:
2017
Total vessels, deferred drydock and other property at December 31, 2017
2016
Total vessels, deferred drydock and other property at December 31, 2016
2015
Total vessels, deferred drydock and other property at December 31, 2015
$
$
$
800,362 $
339,627 $
374 $
1,140,363
753,028 $
377,095 $
484 $
1,130,607
804,514 $
472,675 $
297 $
1,277,486
Crude
Tankers
Product
Carriers
Other
Consolidated
NOTE 5 — VESSELS, DEFERRED DRYDOCK AND OTHER PROPERTY:
Vessels and other property, excluding vessel held for sale, consist of the following:
As of
Vessels, at cost
Accumulated depreciation
Vessels, net
Other property, at cost
Accumulated depreciation and amortization
Other property, net
Total Vessels and other property
$
2017
2016
1,404,360 $
(302,087)
1,102,273
1,478,940
(381,449)
1,097,491
7,377
(4,923)
2,454
8,680
(6,121)
2,559
$
1,104,727 $
1,100,050
All except one of the Company’s vessels are pledged as collateral under the INSW Facilities (see Note 8, “Debt”). The aggregate carrying value of the 42 vessels
pledged as collateral under the INSW Facilities at December 31, 2017, including a 2002-built MR which was held for sale as of December 31, 2017, was
$1,102,844. A breakdown of the carrying value of the Company’s vessels by reportable segment and fleet as of December 31, 2017 and 2016 follows:
71
International Seaways, Inc.
As of December 31, 2017
Crude
Tankers
VLCC (includes ULCC)
Suezmax
Aframax
Panamax
Total
Crude
Tankers
Product
Carriers
LR2
LR1
MR
Total
Product
Carriers
Fleet Total
Cost
Accumulated
Depreciation
Net
Carrying
Value
Average
Vessel Age
(by dwt)
Number of
Owned
Vessels
$
663,880 $
117,259
167,146
61,120
1,009,405
73,681
106,176
215,098
394,955
(209,966) $
(1,821)
(21,064)
(538)
(233,389)
(9,305)
(13,122)
(46,271)
(68,698)
453,914
115,438
146,082
60,582
776,016(1)
64,376
93,054
168,827
326,257(2)
$
1,404,360 $
(302,087) $
1,102,273
12.5
0.4
12.6
15.3
12.1
3.4
9.0
11.5
9.6
11.7
10
2
7
8
27
1
4
10
15
42
(1)
(2)
Includes seven VLCCs, two Suezmaxes, and three Aframaxes with an aggregate carrying value of $581,461, which the Company believes exceeds their
aggregate market values (estimated by taking an average of two third party vessel appraisals) of approximately $459,000 by $122,461.
Includes one LR2, four LR1s and four MRs with an aggregate carrying value of $281,383, which the Company believes exceeds their aggregate market
values (estimated by taking an average of two third party vessel appraisals) of approximately $209,375, by $72,008.
As of December 31, 2016
Crude
Tankers
VLCC (includes ULCC)
Aframax
Panamax
Total
Crude
Tankers
Product
Carriers
LR2
LR1
MR
Total
Product
Carriers
Fleet Total
72
International Seaways, Inc.
Cost
Accumulated
Depreciation
Net
Carrying
Value
Average
Vessel Age
(by dwt)
Number of
Owned
Vessels
$
681,891 $
247,863
121,810
1,051,564
(235,159) $
(66,943)
(18,506)
(320,608)
73,681
106,176
247,519
427,376
(6,601)
(8,474)
(45,766)
(60,841)
446,732
180,920
103,304
730,956
67,080
97,702
201,753
366,535
$
1,478,940 $
(381,449) $
1,097,491
12.1
11.6
14.3
12.3
2.4
8.1
11.2
9.3
11.7
9
7
8
24
1
4
13
18
42
Vessel activity for the three years ended December 31, 2017 is summarized as follows:
Balance at January 1, 2015
Purchases and vessel additions
Disposals
Depreciation
Balance at December 31, 2015
Purchases and vessel additions
Disposals
Depreciation
Balance at December 31, 2016
Purchases and vessel additions
Disposals and transfer to held for sale
Depreciation
Impairment
Balance at December 31, 2017
Vessel Cost
Accumulated
Depreciation
Net Book
Value
$
$
1,648,115
1,531
(6,755)
-
1,642,891
2,127
-
(166,078)
1,478,940
174,108
(23,266)
-
(225,422)
1,404,360 $
(341,575) $
-
1,003
(64,385)
(404,957)
-
(63,328)
86,836
(381,449)
-
2,232
(59,883)
137,013
(302,087) $
1,306,540
1,237,934
1,097,491
1,102,273
The total of purchases and vessel additions will differ from expenditures for vessels as shown in the consolidated statements of cash flows because of the timing of
when payments were made.
Vessel
Impairments
The Company gave consideration as to whether events or changes in circumstances had occurred since December 31, 2016 that could indicate that the carrying
amounts of the vessels in the Company’s fleet may not be recoverable as of December 31, 2017. Factors considered included declines in valuations during 2017 for
vessels of certain sizes and ages, any negative changes in forecasted near term charter rates, and an increase in the likelihood that the Company will sell certain of
its vessels before the end of their estimated useful lives in conjunction with the Company’s fleet renewal program. The Company concluded that the above
indicators constituted impairment trigger events for eighteen vessels (one ULCC, one VLCC, six Aframaxes, eight Panamaxes and two LR1s) as of December 31,
2017 and three vessels (one Panamax and two MRs) as of September 30, 2017.
In developing estimates of undiscounted future cash flows for performing Step 1 of the impairment tests, the Company utilized weighted probabilities assigned to
possible outcomes for the vessels that the Company was considering to sell or recycle before the end of their respective useful lives in conjunction with the
Company’s fleet renewal program. The Company made assumptions about future performance, with significant assumptions being related to charter rates, ship
operating expenses, utilization, drydocking requirements, residual value and the estimated remaining useful lives of the vessels. These assumptions are based on
historical trends as well as future expectations. The estimated daily time charter equivalent rates used for unfixed days were based on a combination of (i)
internally forecasted rates that are consistent with forecasts provided to the Company’s senior management and Board of Directors, and (ii) the trailing 12-year
historical average rates, based on monthly average rates published by a third party maritime research service. The internally forecasted rates were based on
management’s evaluation of current economic data and trends in the shipping and oil and gas industries. Management used the published 12-year historical average
rates in its assumptions because it is management’s belief that the 12-year period captures an even distribution of strong and weak charter rate periods, which
results in the use of an average mid-cycle rate that is in line with management’s forecast of a return to mid-cycle charter rate levels in the medium term.
Recognizing that the transportation of crude oil and petroleum products is cyclical and subject to significant volatility based on factors beyond the Company’s
control, management believes the use of estimates based on the combination of internally forecasted rates and 12-year historical average rates calculated as of the
reporting date to be reasonable.
Estimated outflows for operating expenses and drydocking requirements are based on historical and budgeted costs and are adjusted for assumed inflation.
Utilization is based on historical levels achieved, and estimates of a residual value for recyclings are based upon published 12-year historical data or the pattern of
scrap rates used in management’s evaluation of salvage value for purposes of recording depreciation.
In estimating the fair value of the vessels for the purposes of Step 2 of the impairment tests, the Company considered the market and income approaches by using a
combination of third party appraisals, current recycling market data, and discounted cash flow models prepared by the Company. In preparing the discounted cash
flow models, the Company used a methodology consistent with that described above, and discounted the cash flows using its current estimate of INSW’s weighted
average cost of capital. Based on the tests performed, impairment charges totaling $81,062 and $7,346 were recorded on twelve vessels (one ULCC, one VLCC,
four Aframaxes and six Panamaxes) at December 31, 2017 and three vessels (one Panamax and two MRs) as of September 30, 2017, respectively to write-down
their carrying values to their estimated fair values.
73
International Seaways, Inc.
The Company monitored the industry wide decline in vessel valuations during 2016 and specifically from June 30, 2016 to September 30, 2016, and September 30,
2016 to December 31, 2016, as well as the decline in forecasted near term charter rates, and concluded that the declines in vessel valuations and in forecasted near
term charter rates constituted impairment trigger events for 28 vessels as of September 30, 2016 and 24 vessels as of December 31, 2016. In developing estimates
of undiscounted future cash flows for performing Step 1 of the impairment tests, the Company utilized the methodology described above.
In estimating the fair value of the vessels for the purposes of Step 2 of the September 30, 2016 impairment tests, the Company developed fair value estimates that
utilized a market approach which considered an average of two vessel appraisals. Based on the tests performed, impairment charges totaling $49,640 were recorded
on two LR1s, an Aframax and a Panamax to write-down their carrying values to their estimated fair values at September 30, 2016. In estimating the fair values of
the vessels for the purposes of Step 2 of the December 31, 2016 impairment tests, the Company considered the market and income approaches by using a
combination of third party appraisals and discounted cash flow models prepared by the Company. In preparing the discounted cash flow models, the Company
used a methodology consistent with that described above, and discounted the cash flows using its current estimate of INSW’s weighted average cost of capital.
Based on the tests performed, impairment charges aggregating $29,602 were recorded on one Panamax and seven MRs to write-down their carrying values to their
estimated fair values at December 31, 2016.
During its evaluations as to whether or not events or circumstances existing during 2015 resulted in a triggering event for impairment testing of its fleet,
Management gave consideration to average TCE rates earned by its vessels versus INSW’s 2015 budget, near term rate forecasts, significant changes in third party
valuation appraisals of vessels, and plans or intentions that materially affect how the international fleet would be used in the next 12 months (including disposals).
Management concluded there was no triggering event for impairment testing.
Management also gave consideration as to whether events or changes in circumstances had occurred since December 2014 that could indicate that the carrying
amounts of the vessels in its fleet may not be recoverable as of December 31, 2015. INSW concluded that no such events or changes in circumstances had occurred
to warrant a change in the assumptions utilized in the December 2014 impairment tests of its fleet.
Vessel
Acquisitions
and
Deliveries
During 2017, the Company acquired two 2017-built Suezmax tankers for an aggregate price of $116,000, which were delivered in July 2017, and one 2010-built
VLCC tanker for a price of $53,000, which was delivered in November 2017.
In December 2017, the Company entered into a binding Letter of Intent (“LOI”) for the acquisition of six VLCC tankers including one 2015-built and five 2016-
built for a price of $434,000. The transaction is expected to close in the second quarter of 2018. The Company’s obligation to consummate the transaction is
subject to a number of conditions. Either party is permitted to terminate the LOI on or after March 31, 2018 if the parties have not entered into a definitive stock
purchase agreement by such date and the party terminating the LOI is not otherwise in breach thereof.
Vessel
Sales
During 2017, the Company recognized an aggregate gain on disposal of vessels of $1,594 relating to the sale of a 2001-built MR and a 2004-built MR. During the
last quarter of 2017, the Company entered into memorandums of agreement for the sale of a 2002-built MR and a 2004-built MR, which were delivered to buyers
during the first quarter of 2018. The 2002-built MR had been classified as vessel held for sale as of December 31, 2017. The Company recognized gains on such
sales in 2018.
There were no vessels sold during the year ended December 31, 2016. During the year ended December 31, 2015, the Company sold a 1998-built MR and
recognized a gain on sale of $3,236.
Drydocking activity for the three years ended December 31, 2017 is summarized as follows:
Balance at January 1
Additions
Sub-total
Drydock amortization
Amount charged to loss/gain on sale of vessels
Balance at December 31
74
International Seaways, Inc.
2017
2016
2015
30,557 $
19,205
49,762
(18,367)
(867)
30,528 $
37,075 $
8,822
45,897
(15,340)
-
30,557 $
29,325
22,981
52,306
(15,231)
-
37,075
$
$
NOTE 6 — EQUITY METHOD INVESTMENTS:
Investments in affiliated companies include joint ventures accounted for using the equity method. As of December 31, 2017, the Company had an approximate
50% interest in three joint ventures. One joint venture operates four LNG carriers (the “LNG Joint Venture”). The other two joint ventures converted two ULCCs
to Floating Storage and Offloading Service vessels (collectively the “FSO Joint Venture”).
FSO
Joint
Venture
In May 2017, the FSO Joint Venture signed two five-year service contracts with North Oil Company (“NOC”), the new operator of the Al Shaheen oil field, off the
coast of Qatar, relating to the two FSO service vessels. The shareholders of NOC are Qatar Petroleum Oil & Gas Limited and Total E&P Golfe Limited. Such
contracts commenced at the expiry of the existing contracts with Maersk Oil Qatar AS during the third quarter of 2017. The Company has a 50% interest in this
joint venture. The FSO Joint Venture financed the purchase of the vessels from each of Euronav NV and INSW and their conversion costs through partner loans
and a long-term bank financing, which was secured by, among other things, the service contracts and the FSOs themselves. Approximately $75,343 was
outstanding under the bank financing facility as of December 31, 2016. In July 2017, the FSO Joint Venture repaid the principal balance outstanding on the bank
financing facility, using cash on hand.
The FSO Joint Venture previously entered into floating-to-fixed interest rate swaps with major financial institutions. These agreements, which paid fixed rates of
approximately 3.9% and received floating rates based on LIBOR, had maturity dates ranging from July to September 2017. In conjunction with the repayment of
the principal balance outstanding on the bank financing facility, the interest rate swap associated with the FSO Africa was terminated early and settled on June 15,
2017. The interest rate swap associated with the FSO Asia was settled upon maturity in July 2017. As of December 31, 2016, the joint venture had a liability of
$2,236, for the fair value of the swaps associated with the FSO Africa and FSO Asia. The Company’s share of the effective portion of such amount, aggregating
$111 at December 31, 2016, is included in accumulated other comprehensive loss in the accompanying balance sheet.
The FSO Joint Venture is party to a number of contracts to which INSW serves as guarantor. See Note 12, “Related Parties,” for additional information relating to
guarantees.
LNG
Joint
Venture
In November 2004, the Company formed a joint venture with Qatar Gas Transport Company Limited (Nakilat) (“QGTC”) whereby companies in which OSG holds
a 49.9% interest ordered four 216,200 cbm LNG Carriers. Upon delivery in late 2007 and early 2008, these vessels commenced 25-year time charters to Qatar
Liquefied Gas Company Limited (2) (‘‘LNG Charterer’’). QGTC subsequently contributed its ownership interests in the joint venture to its wholly owned
subsidiary, Nakilat Marine Services Ltd. The aggregate construction cost for such newbuildings was financed by the joint venture through long-term bank
financing that is nonrecourse to the partners and partner contributions. Approximately $597,129 and $638,827 was outstanding under this secured facility as of
December 31, 2017 and 2016, respectively.
The joint venture has entered into floating-to-fixed interest rate swaps with a group of major financial institutions pursuant to which it pays fixed rates of
approximately 4.9% and receives a floating rate based on LIBOR. The interest rate swap agreements have maturity dates ranging from July to November 2022 and
cover notional amounts aggregating $576,429 and $617,636 at December 31, 2017 and 2016, respectively. These swaps are being accounted for as cash flow
hedges. As of December 31, 2017 and 2016, the joint venture recorded a liability of $58,243 and $80,458, respectively, for the fair value of these swaps. The
Company’s share of the effective portion of the fair value of these swaps, $28,980 and $40,076 at December 31, 2017 and 2016, respectively, is included in
accumulated other comprehensive loss in the accompanying consolidated balance sheets.
Impairment
of
Equity
Method
Investments
Management gave consideration as to whether events or changes in circumstances had occurred since December 2016 that could indicate that the carrying amounts
of its investments in the FSO Joint Venture and LNG Joint Venture may not be recoverable as of December 31, 2017. Management concluded that no such events
or changes in circumstances had occurred to warrant an impairment testing.
In December 2016, evidence of an other-than-temporary decline in the fair value of the Company’s investments in its FSO Joint Venture below its carrying value
was identified by the Company. Specifically, management concluded that the lower charter rate expected over the duration of the recently awarded five-year
service contracts commencing in the third quarter of 2017 was negative evidence indicating that the excess of the carrying value of the Company’s investment in
these joint ventures over their fair value was other-than-temporary as of December 31, 2016.
75
International Seaways, Inc.
As the Company determined that other-than-temporary impairments existed in relation to its investments in the FSO Joint Venture, impairment charges
aggregating $30,475 were recorded to write down the investments to their estimated fair values as of December 31, 2016. In estimating the fair value of the
Company’s investments in the FSO Joint Ventures as of December 31, 2016, the Company utilized an income approach by preparing discounted cash flow models
since there is a lack of comparable market transactions for the specially built assets held by the FSO Joint Venture. In preparing the discounted cash flow models,
the Company used a methodology largely consistent with the methodology and assumptions detailed in Note 6, “Vessels, Deferred Drydock and Other Property”
above with the exception being that as the assets owned by the joint ventures serve under specific service contracts, the estimated charter rates for periods after the
expiry of the existing contracts are based upon management’s internally forecasted rates. The cash flows were discounted using the current estimated weighted
average cost of capital for each joint venture, which approximated 9.5% and took into consideration country risk, entity size and uncertainty with respect to the
cash flows for periods beyond the current charter expiries.
Financial
Information
of
Significant
Equity
Method
Investments
Investments in and advances to affiliated companies as reflected in the accompanying consolidated balance sheet as of December 31, 2017 consisted of: FSO Joint
Venture of $251,594, LNG Joint Venture of $102,398 and Other of $24,902 (which primarily relates to working capital deposits that the Company maintains for
commercial pools in which it participates).
Financial information for the equity method investees that were significant for the three years ended December 31, 2017, adjusted for basis and accounting policy
differences, is as follows:
For the year ended December 31,
Shipping revenues
Ship operating expenses
Income from vessel operations
Other income
Interest expense
Income tax provision
Net income
Percentage of ownership in equity investees
Equity in income/(loss) of affiliated companies, before consolidating and reconciling adjustments
Impairment of equity method investments in FSO Joint Venture
Amortization on deferred gain on 2009 sale of TI Africa to FSO Joint Venture
Amortization of interest capitalized during construction of LNG vessels
Other
Equity in income/(loss) of affiliated companies
$
$
$
$
2017
2016
2015
234,916 $
(106,228)
128,688
3,497
(36,831)
(1,886)
93,468 $
247,451 $
(114,487)
132,964
830
(43,038)
-
90,756 $
245,444
(113,639)
131,805
2,357
(47,218)
-
86,944
49.9% - 50.0% 49.9% - 50.0% 49.9% - 50.0%
43,449
46,704 $
45,355 $
-
2,301
(419)
380
48,966 $
(30,475)
2,409
(419)
(21)
16,849 $
-
2,409
(419)
120
45,559
The tables below present the financial position for the equity method investees that were significant and a reconciliation of the Company’s share of the joint
ventures’ total equity to the investments in and advances to affiliates line on the consolidated balance sheets as of December 31, 2017 and 2016:
76
International Seaways, Inc.
As of December 31,
Current assets
Vessels, net
Other assets
Total assets
Current liabilities
Long-term debt and other non-current liabilities
Equity
Total liabilities and equity
Percentage of ownership in equity investees
INSW Share of affiliate's equity, before consolidating and reconciling adjustments
Impairment of equity method investments in FSO Joint Venture
Advances from shareholders of FSO Joint Venture (2)
Unamortized deferred gain on 2009 sale of TI Africa to FSO Joint Venture, net
Unamortized interest capitalized during construction of LNG vessels
Other (1)
Investments in and advances to affiliated companies
2017
2016
77,545 $
1,344,613
65,551
1,487,709 $
78,273 $
917,564
491,872
1,487,709 $
128,531
1,386,836
66,708
1,582,075
150,153
1,055,922
376,000
1,582,075
$
$
$
$
49.9% - 50.0% 49.9% - 50.0%
187,868
245,751 $
$
(30,475)
162,762
(34,284)
10,275
24,865
378,894 $
(30,475)
203,513
(36,585)
10,693
23,667
358,681
$
(1) Primarily relates to working capital deposits that the Company maintains with the commercial pools in which it participates.
(2) Such advances are unsecured, interest free and not repayable within one year.
See Note 9, “Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures,” and Note 14, “Accumulated Other Comprehensive Loss,” for additional
disclosures relating to the FSO and LNG joint venture interest rate swap agreements.
NOTE 7 —VARIABLE INTEREST ENTITIES (“VIEs”):
At December 31, 2017, the Company participates in seven commercial pools and three joint ventures. Commercial pools operate a large number of vessels as an
integrated transportation system, which offers customers greater flexibility and a higher level of service while achieving scheduling efficiencies. Participants in the
commercial pools contribute one or more vessels and generally provide an initial contribution towards the working capital of the pool at the time they enter their
vessels. The pools finance their operations primarily through the earnings that they generate.
INSW enters into joint ventures to take advantage of commercial opportunities. INSW entities have entered into joint ventures with different partners (see Note 6,
“Equity Method Investments”). In each joint venture, the INSW entities have the same relative rights and obligations and financial risks and rewards as its partners.
INSW evaluated all ten arrangements to determine if they were variable interest entities (“VIEs”). INSW determined that one of the pools and two of the joint
ventures met the criteria of a VIE and, therefore, INSW reviewed its participation in these VIEs to determine if it was the primary beneficiary of any of them.
INSW reviewed the legal documents that govern the creation and management of the VIEs described above and also analyzed its involvement to determine if
INSW was a primary beneficiary in any of these VIEs. A VIE for which INSW is determined to be the primary beneficiary is required to be consolidated in its
financial statements.
The formation agreements for the commercial pool state that the board of the pool has decision making power over their significant decisions. In addition, all such
decisions must be approved unanimously by the board. Since INSW shares power to make all significant economic decisions that affect the pool and does not
control a majority of the board, INSW is not considered a primary beneficiary of the pool.
The FSO joint ventures described in Note 6, “Equity Method Investments,” were determined to be VIEs. The formation agreements of the joint ventures state that
all significant decisions must be approved by the majority of the board. As a result, INSW shares power to make all significant economic decisions that affect this
joint venture and does not control a majority of the board and is not considered a primary beneficiary. Accordingly, INSW accounts for these investments under the
equity method of accounting.
The joint ventures’ formation agreements require INSW and its joint venture partner to provide financial support as needed. INSW has provided and will continue
to provide such support as described in Note 6, “Equity Method Investments.”
77
International Seaways, Inc.
The following table presents the carrying amounts of assets and liabilities in the consolidated balance sheets related to the VIEs described above as of December
31, 2017 and 2016:
Consolidated Balance Sheet as of December 31,
Investments in Affiliated Companies
2017
2016
$
255,456 $
261,403
In accordance with accounting guidance, the Company evaluated its maximum exposure to loss related to these VIEs by assuming a complete loss of the
Company’s investment in these VIEs. The table below compares the Company’s liability in the consolidated balance sheet to the maximum exposure to loss at
December 31, 2017:
Other Liabilities
Consolidated Balance Sheet Maximum Exposure to Loss
255,456
$
- $
In addition, as of December 31, 2017, the Company had approximately $12,617 of trade receivables from pools that were determined to be VIEs. These trade
receivables, which are included in voyage receivables in the accompanying consolidated balance sheet, have been excluded from the above tables and the
calculation of INSW’s maximum exposure to loss. The Company does not record the maximum exposure to loss as a liability because it does not believe that such
a loss is probable of occurring as of December 31, 2017.
NOTE 8 —DEBT:
Debt consists of the following:
2017 Term Loan Facility, due 2022, net of unamortized discount and deferred costs of $23,074
2017 Revolver Facility, net of unamortized deferred costs of $552
INSW Term Loan Facility, due 2019, net of unamortized discount and deferred costs of $20,311
Less current portion
Long-term portion
December 31,
December 31,
2017
2016
$
$
523,489 $
29,448
-
552,937
(24,063)
528,874 $
-
-
439,651
439,651
(6,183)
433,468
Capitalized terms used hereafter have the meaning given in these consolidated financial statements or in the respective transaction documents referred to below,
including subsequent amendments thereto.
2017
Debt
Facilities
On June 22, 2017, INSW, its wholly owned subsidiary, International Seaways Operating Corporation (the “Administrative Borrower” or “ISOC”) and certain of its
subsidiaries entered into secured debt facilities with Jefferies Finance LLC and JP Morgan Chase Bank, N.A., as joint lead arrangers, UBS Securities LLC, as joint
bookrunner, DNB Markets Inc., Fearnley Securities AS, Pareto Securities Inc. and Skandinaviska Enskilda Banken AB (Publ) as co-managers, and the other
lenders party thereto, consisting of (i) a revolving credit facility of $50,000 (the “2017 Revolver Facility”) and (ii) a term loan of $500,000 (the “2017 Term Loan
Facility” and together with the 2017 Revolver Facility, the “2017 Debt Facilities”) containing an accordion feature whereby the 2017 Term Loan Facility could be
increased up to an additional $50,000 subject to certain conditions. The 2017 Term Loan Facility matures on June 22, 2022, and the 2017 Revolver Facility
matures on December 22, 2021. The maturity dates for the 2017 Debt Facilities are subject to acceleration upon the occurrence of certain events (as described in
the credit agreement).
The 2017 Debt Facilities are secured by a first lien on substantially all of the assets of the Administrative Borrower and certain of its subsidiaries. On June 22,
2017, the proceeds received from the 2017 Term Loan Facility were used to repay the $458,416 outstanding balance under the INSW Facilities (defined below)
and to pay certain expenses related to the refinancing. The remaining proceeds will be used for general corporate purposes, including fleet renewal and growth.
On July 19, 2017, the Company drew down $50,000 under the 2017 Revolver Facility, and on July 24, 2017, the Company entered into an amendment of the 2017
Debt Facilities (the “First Amendment”) to effect the increase of the 2017 Term Loan Facility by $50,000, pursuant to the accordion feature described above.
Except as related to such increase, no other terms of the 2017 Debt Facilities were amended. The net proceeds from these two borrowings were used for general
corporate purposes, including funding the acquisition of two 2017-built Suezmax tankers as described above in Note 5, “Vessels.” On August 18, 2017, the
outstanding balance under the 2017 Revolver Facility was repaid in full using cash on hand and proceeds of the sale of the 2001-built MR described in Note 5,
“Vessels,” above.
78
International Seaways, Inc.
On November 6, 2017, the Company drew down $30,000 under the 2017 Revolver Facility in order to partially fund the acquisition of a 2010-built VLCC tanker
as described above in Note 5, “Vessels.”
Interest on the 2017 Debt Facilities is calculated, at the Administrative Borrower’s option, based upon (i) an alternate base rate (“ABR”) plus the applicable margin
or (ii) Adjusted LIBOR plus the applicable margin. ABR is defined as the highest of (i) the Base Rate ( i.e.
, the prime rate published in The
Wall
Street
Journal
),
(ii) the Federal Funds Effective Rate plus 0.50%, (iii) the one-month Adjusted LIBOR Rate plus 1.00% and (iv) 2.00% per annum. The applicable margins and
floor interest rates for each facility are as follows:
Facility
Rate
Floor
Applicable Margin
2017 Term Loan Facility
ABR
LIBOR
2017 Revolver Facility
ABR
LIBOR
2.00%
4.50%
1.00%
5.50%
2.00%
2.50%
1.00%
3.50%
The 2017 Term Loan Facility amortizes in quarterly installments equal to 0.625% of the original principal amount of the loan for the first four quarterly
installments and equal to 1.25% of the original principal amount of the loan for all quarterly installments thereafter. The 2017 Term Loan Facility is subject to
additional mandatory annual prepayments in an aggregate principal amount of 50% of Excess Cash Flow, as defined in the credit agreement.
Management determined that it had no Excess Cash Flow under the 2017 Term Loan Facility for the nine months ended December 31, 2017. Accordingly, there is
currently no mandatory prepayment expected during the first quarter of 2018.
As set forth in the 2017 Debt Facilities credit agreement, the 2017 Debt Facilities contain certain restrictions relating to new borrowings and INSW’s ability to
receive cash dividends, loans or advances from ISOC and its subsidiaries that are Restricted Subsidiaries. As of December 31, 2017, permitted cash dividends that
can be distributed to INSW by ISOC under the 2017 Term Loan Facility was $15,000.
The 2017 Debt Facilities have covenants to maintain the aggregate Fair Market Value (as defined in the credit agreement) of the Collateral Vessels at greater than
or equal to $300,000 at the end of each fiscal quarter and to ensure that at any time, the outstanding principal amounts of the 2017 Debt Facilities and certain other
secured indebtedness permitted under credit agreement minus the amount of unrestricted cash and cash equivalents does not exceed 65% of the aggregate Fair
Market Value of the Collateral Vessels plus the Fair Market Value of certain joint venture equity interests. The Company had substantial headroom under this
covenant as of December 31, 2017, with an estimated ratio of 41%.
As of December 31, 2017, the aggregate annual principal payments required to be made on the 2017 Term Loan Facility are as follows:
Year
2018
2019
2020
2021
2022
Aggregate principal payments required
INSW
Facilities
Amount
24,063
27,500
27,500
27,500
440,000
546,563
$
$
On June 22, 2017, the agreements governing the INSW Facilities — a secured term loan facility in the aggregate amount of $628,375 (the “INSW Term Loan”)
and a secured revolving loan facility of up to $50,000 (the “INSW Revolver Facility”), dated as of August 5, 2014, as amended by that certain First Amendment,
dated as of June 3, 2015, that certain Second Amendment, dated as of July 18, 2016, that certain Third Amendment, dated as of September 20, 2016 and that
certain Fourth Amendment, dated as of November 30, 2016, among INSW, OIN Delaware LLC (the sole member of which is INSW), certain INSW subsidiaries,
Jefferies Finance LLC, as administrative agent, and other lenders party thereto, were terminated in accordance with their terms.
79
International Seaways, Inc.
Interest
Expense
The following table summarizes interest expense, including amortization of issuance and deferred financing costs (for additional information related to deferred
financing costs see Note 2, “Significant Accounting Policies”), commitment, administrative and other fees, recognized during the years ended December 31, 2017,
2016 and 2015 with respect to the Company’s debt facilities:
Debt facility
2017 Term Loan Facility, due 2022
2017 Revolver Facility, due 2021
INSW Facilities, due 2019
Total debt related interest expense
2017
2016
2015
22,546 $
495
16,743
39,784 $
- $
-
38,442
38,442 $
-
-
42,688
42,688
$
$
The following table summarizes interest paid, excluding deferred financing fees paid, and capitalized interest, during the years ended December 31, 2017, 2016
and 2015 with respect to the Company’s debt facilities:
Debt facility
2017 Term Loan Facility, due 2022
2017 Revolver Facility, due 2021
INSW Facilities, due 2019
Total debt related interest expense paid
Debt
Modifications,
Repurchases
and
Extinguishments
2017
2016
2015
16,319 $
316
16,732
33,367 $
- $
-
33,039
33,039 $
-
-
36,368
36,368
$
$
During the year ended December 31, 2017, the Company incurred issuance costs aggregating $24,307 in connection with the 2017 Debt Facilities. Issuance costs
paid to all lenders and third-party fees associated with lenders of the 2017 Debt Facilities who had not participated in the INSW Facilities aggregating $15,067
were capitalized as deferred finance charges. (See Note 2, “Significant Accounting Policies,” for additional information relating to deferred financing charges).
Third party fees associated with the First Amendment and with lenders of the 2017 Debt Facilities who had participated in the INSW Facilities aggregating $9,240,
for the year ended December 31, 2017 were expensed and included in third-party debt modification fees in the consolidated statement of operations. In addition, an
aggregate net loss of $7,020 for the year ended December 31, 2017 realized on the modification of the Company’s debt facilities, is included in other
income/(expense) in the consolidated statement of operations. The net loss reflects a write-off of unamortized original issue discount and deferred financing costs
associated with the INSW Facilities, which were treated as partial extinguishments. Issuance costs incurred with respect to the 2017 Debt Facilities have been
treated as a reduction of debt proceeds. During the year ended December 31, 2016, the Company paid deferred financing fees of $8,273 in connection with
amendments to the INSW Facilities. Such fees were capitalized as deferred finance charges.
During the year ended December 31, 2016, INSW made repurchases of the INSW Term Loan in the open market of $68,922 and mandatory principal prepayments
of $83,832. The aggregate net losses of $1,342 realized on these transactions for the year ended December 31, 2016, is included in other income/(expense) in the
consolidated statement of operations. The net loss reflects a $5,097 write-off of unamortized original issue discount and deferred financing costs associated with
the principal reductions which were treated as partial extinguishments and a $3,755 discount on repurchase of debt for the year ended December 31, 2016. Third
party legal and consulting fees (aggregating $225) incurred by INSW in relation to the open market repurchases are included in general and administrative
expenses in consolidated statement of operations for the year ended December 31, 2016.
80
International Seaways, Inc.
NOTE 9 — FAIR VALUE OF FINANCIAL INSTRUMENTS, DERIVATIVES AND FAIR VALUE DISCLOSURES:
The following methods and assumptions were used to estimate the fair value of each class of financial instrument.
Cash
and
cash
equivalents
and
restricted
cash—
The carrying amounts reported in the consolidated balance sheets for interest-bearing deposits approximate their
fair value.
Debt—
The fair values of the Company’s debt is estimated based on quoted market prices.
Interest
rate
swaps
and
caps—
The fair values of interest rate swaps and caps are the estimated amounts that the Company would receive or pay to terminate the
swaps or caps at the reporting date, which include adjustments for the counterparty or the Company’s credit risk, as appropriate, after taking into consideration any
underlying collateral securing the swap or cap agreements.
ASC 820, Fair
Value
Measurements
and
Disclosures
, relating to fair value measurements, defines fair value and established a framework for measuring fair value.
The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market data obtained from sources independent of the
reporting entity and the reporting entity's own assumptions about market participant assumptions developed based on the best information available in the
circumstances. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date, essentially an exit price. In addition, the fair value of assets and liabilities should include consideration of non-performance
risk, which for the liabilities described below includes the Company's own credit risk.
The levels of the fair value hierarchy established by ASC 820 are as follows:
Level 1—Quoted prices in active markets for identical assets or liabilities
Level 2—Quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level 3—Inputs that are unobservable (for example cash flow modeling inputs based on assumptions)
The estimated fair values of the Company’s financial instruments, other than derivatives that are not measured at fair value on a recurring basis, categorized based
upon the fair value hierarchy, at December 31, 2017 and 2016, are as follows:
December 31, 2017:
Cash and cash equivalents (1)
2017 Term Loan Facility
2017 Revolver Facility
December 31, 2016:
Cash and cash equivalents
INSW Term Loan
Fair Value
Level 1
Level 2
70,606 $
(550,689)
(30,227)
70,606 $
-
-
(550,689)
(30,227)
92,001 $
(447,888)
92,001 $
-
-
(447,888)
$
$
(1) Includes non-current restricted cash of $10,579 at December 31, 2017.
Derivatives
The Company manages its exposure to interest rate volatility risks by using derivative instruments.
Interest Rate Risk
The Company uses interest rate caps and swaps for the management of interest rate risk exposure. In December 2017, the Company entered into an interest rate cap
agreement (“Interest Rate Cap”) with a forward start date of January 1, 2018 with a major financial institution covering a notional amount of $300,000 to limit the
floating interest rate exposure associated with the 2017 Term Loan. The interest rate cap was designated and qualified as a cash flow hedge. This agreement
contains no leverage features. The Interest Rate Cap has a Cap Rate of 2.5% through the termination date of December 31, 2020. At December 31, 2016, the
Company was party to a similar interest rate cap agreement covering a notional amount of $400,000 to limit the floating interest rate exposure associated with the
INSW Term Loan and such agreement expired on February 5, 2017.
Tabular
disclosure
of
derivatives
location
Derivatives are recorded in the balance sheet on a net basis by counterparty when a legal right of offset exists. The following tables present information with
respect to the fair values of derivatives reflected in the December 31, 2017 and 2016 balance sheets on a gross basis by transaction:
81
International Seaways, Inc.
Fair
Values
of
Derivative
Instruments:
December 31, 2017:
Derivatives designated as hedging instruments:
Interest
rate
caps:
Current portion
Long-term portion
Total derivatives designated as hedging instruments
December 31, 2016:
Derivatives designated as hedging instruments:
Interest
rate
caps:
Long-term portion
Total derivatives designated as hedging instruments
Asset Derivatives
Liability Derivatives
Balance Sheet
Location
Amount
Balance Sheet
Location
Amount
Prepaid expenses and
other current assets
Other assets
Other assets
$
$
$
$
Accounts payable,
accrued expenses and
other current
liabilities
16
886 Other liabilities
902
- Other liabilities
-
$
$
$
$
-
-
-
-
-
The following tables present information with respect to gains and losses on derivative positions reflected in the consolidated statements of operations or in the
consolidated statements of other comprehensive income/(loss).
The effect of cash flow hedging relationships recognized in other comprehensive income/(loss) excluding amounts reclassified from accumulated other
comprehensive loss (effective portion), including hedges of equity method investees, for the years ended December 31, 2017, 2016 and 2015 follows:
For the year ended December 31,
Interest rate swaps
Interest rate caps
Total
2017
2016
2015
$
$
(1,132) $
(8)
(1,140) $
(3,050) $
(2)
(3,052) $
(9,721)
(472)
(10,193)
The effect of cash flow hedging relationships on the consolidated statements of operations is presented excluding hedges of equity method investees. The effect of
the Company’s cash flow hedging relationships on the consolidated statement of operations for the years ended December 31, 2017, 2016 and 2015 is shown
below:
82
International Seaways, Inc.
For the year ended December 31, 2017:
Interest rate caps
Total
For the year ended December 31, 2016:
Interest rate caps
Total
For the year ended December 31, 2015:
Interest rate caps
Total
Statement of Operations
Effective Portion of Gain/(Loss)
Reclassified from Accumulated
Other Comprehensive Loss
Ineffective Portion
Location
Interest expense
Interest expense
Interest expense
$
$
$
$
$
$
Amount of
Gain/(Loss)
Location
Amount of
Gain/(Loss)
(131) Interest expense
(131)
(517) Interest expense
(517)
(2) Interest expense
(2)
$
$
$
$
$
$
-
-
-
-
-
-
See Note 6, “Equity Method Investments,” for additional information relating to derivatives held by the Company’s equity method investees and Note 14,
“Accumulated Other Comprehensive Loss,” for disclosures relating to the impact of derivative instruments on accumulated other comprehensive loss.
Fair
Value
Hierarchy
The following table presents the fair values, which are pre-tax, for assets and liabilities measured on a recurring basis (excluding investments in affiliated
companies):
Assets/(Liabilities) at December 31, 2017
Derivative Assets (interest rate caps)
Assets/(Liabilities) at December 31, 2016
Derivative Assets (interest rate caps)
Fair Value
Level 2
$
$
902 $
902(1)
- $
-(1)
(1) For the interest rate cap, fair value is derived using valuation models that utilize the income valuation approach. These valuation models take into account
contract terms such as maturity, as well as other inputs such as interest rate yield curves and creditworthiness of the counterparty and the Company.
The following table summarizes the fair values of assets for which an impairment charge was recognized for the year ended December 31, 2017:
Description
Crude Tankers - Vessels held and used (1) (2)
Product Carriers - Vessels held and used (1) (2)
Fair Value
Level 2
Level 3
Impairment
Charges
$
$
147,584 $
22,400 $
78,479 $
22,400 $
69,105 $
- $
(85,626)
(2,782)
(1) Aggregate pre-tax impairment charges of $7,346 related to one vessel in the Crude Tanker segment and two vessels in the Product Carriers segment and
$81,062 related to twelve vessels in the International Crude Tanker segment were recorded during the three-month periods ended September 30, 2017 and
December 31, 2017, respectively.
(2) The fair value measurements aggregating $67,979 at December 31, 2017 used to determine impairment for four vessels and fair value measurements
aggregating $32,900 at September 30, 2017 used to determine impairment for three vessels were based upon a market approach, which considered the
expected sales prices or scrap values of vessels obtained from vessel appraisals. Because sales of vessels occur somewhat infrequently the expected sales
prices are considered to be Level 2. Fair value measurements aggregating $69,105 at December 31, 2017 used to determine the impairment for eight
vessels were based on the income approach, which utilized cash flow projections consistent with the most recent projections of the Company and a
discount rate equivalent to INSW's weighted average cost of capital. Because the Company uses its own cash flow projections, the cash flow projections
are considered to be Level 3.
83
International Seaways, Inc.
NOTE 10 — ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES:
At December 31,
Accounts payable
Payroll and benefits
Interest
Due to owners on chartered in vessels
Accrued drydock, repairs and vessel betterment costs
Bunkers and lubricants
Charter revenues received in advance
Insurance
Accrued vessel expenses
Accrued general and administrative expenses
Other
Total accounts payable, accrued expense and other current liabilities
NOTE 11 —TAXES:
2017
2016
330 $
5,897
3,437
867
1,838
1,893
918
575
3,369
1,599
2,082
22,805 $
2,866
5,672
4,042
856
1,608
2,787
6,725
2,650
6,804
2,644
1,583
38,237
$
$
Income taxes are provided using the asset and liability method, such that income taxes are recorded based on amounts refundable or payable in the current year and
include the results of any differences in the basis of assets and liabilities between U.S. GAAP and tax reporting. The Company derives substantially all of its gross
income from the use and operation of vessels in international commerce. The Company’s entities that own and operate vessels are primarily domiciled in the
Marshall Islands, which does not impose income tax on shipping operations. The Company also has or had subsidiaries in various jurisdictions that performed
administrative, commercial or technical management functions. These subsidiaries are subject to income taxes based on the services performed in countries in
which those particular offices are located and, accordingly, current and deferred income taxes are recorded.
INSW, including its subsidiaries, which are disregarded entities for U.S. Federal income tax purposes, is exempt from taxation on its U.S. source shipping income
under Section 883 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and U.S. Treasury Department regulations. Under Section 883 of the Code
and U.S. Treasury Department regulations, INSW qualified for this exemption because its common shares were treated as primarily and regularly traded on an
established securities market in the United States or another qualified country and for more than half of the days in the taxable year ended December 31, 2017, less
than 50 percent of the total vote and value of the Company’s stock was held by one or more shareholders who each owned 5% or more of the vote and value of the
Company’s stock. Beginning in 2018, to the extent INSW is unable to qualify for exemption from tax under Section 883, INSW will be subject to U.S. federal
taxation of 4% of its U.S. source shipping income on a gross basis without the benefit of deductions. Shipping income that is attributable to transportation that
begins or ends, but that does not both begin and end, in the U.S. will be considered to be 50% derived from sources within the U.S. Shipping income attributable to
transportation that both begins and ends in the U.S. will be considered to be 100% derived from sources within the U.S. INSW does not engage in transportation
that gives rise to 100% U.S. source income. Shipping income attributable to transportation exclusively between non-U.S. ports will be considered to be 100%
derived from sources outside the U.S. Shipping income derived from sources outside the U.S. will not be subject to any U.S. federal income tax. INSW’s vessels
operate in various parts of the world, including to or from U.S. ports. There can be no assurance that INSW will continue to qualify for the Section 883 exemption.
A substantial portion of income earned by INSW is not subject to income tax, and no deferred taxes are provided on the temporary differences between the tax and
financial statement basis of the underlying assets and liabilities for those subsidiaries not subject to income tax in their respective countries of incorporation.
The Marshall Islands impose tonnage taxes, which are assessed on the tonnage of certain of the Company’s vessels. These tonnage taxes are included in vessel
expenses in the accompanying consolidated statements of operations.
84
International Seaways, Inc.
The components of the income tax provisions follow:
For the year ended December 31,
Current
Deferred
Total provision for income taxes
2017
2016
2015
$
$
44 $
-
44 $
440 $
-
440 $
140
-
140
The differences between income taxes expected at the Marshall Islands statutory income tax rate of zero percent and the reported income tax provisions are
summarized as follows:
For the year ended December 31,
Marshall Islands statutory income tax rate
Change in valuation allowance
Liquidation of subsidiaries
Income subject to tax in other jurisdictions
Effective income tax rate
The significant components of the Company’s deferred tax liabilities and assets follow:
As of December 31,
Deferred tax assets:
Net operating loss carryforwards
Excess of tax over book basis of depreciable assets
Pensions
Total deferred tax assets
Less: Valuation allowance
Deferred tax assets, net
Net noncurrent deferred tax assets/(liabilities)
2017
2016
2015
-%
0.78%
(0.88)%
0.06%
(0.04)%
-%
25.29%
(29.53)%
1.76%
(2.48)%
-%
-%
-%
0.08%
0.08%
2017
2016
$
$
1,178 $
548
2,852
4,578
(4,578)
-
- $
1,711
548
3,147
5,406
(5,406)
-
-
As of December 31, 2017 and 2016, the Company had net operating loss carryforwards of $6,931 and $42,001, respectively. The net operating loss carryforward of
$6,931 as of December 31, 2017 has an indefinite life.
The Company believes that it is more likely than not that the benefit from its net operating loss carryforwards and certain other deferred tax assets will not be
realized and has maintained a valuation allowance of $4,578 and $5,406, respectively, as of December 31, 2017 and 2016. If or when recognized, the tax benefits
related to any reversal of the valuation allowance on deferred tax assets will be accounted for as a reduction of income tax expense in the period such reversal
occurs. During 2017, the Company decreased its valuation allowance by $828 primarily as a result of the liquidation of certain subsidiaries.
The following is tabular rollforward of the Company’s unrecognized tax benefits (excluding interest and penalties):
Balance of unrecognized tax benefits as of January 1,
Increases for positions taken in prior years
Decreases for positions taken in prior years
Changes due to currency translations
Balance of unrecognized tax benefits as of December 31,
2017
2016
153 $
-
-
-
153 $
40
115
-
(2)
153
$
$
The Company records interest on unrecognized tax benefits in its provision for income taxes. Accrued interest is included in other current liabilities in the
consolidated balance sheets. As of December 31, 2017 and 2016, the Company has recognized a total liability for interest of $51 and $33, respectively. INSW has
recorded the unrecognized tax benefits in other current liabilities in the consolidated balance sheets. If recognized, all of the December 31, 2017 balance of
unrecognized tax benefits would affect the effective tax rate. Management believes that it is reasonably possible that a decrease of up to $94 in unrecognized tax
benefits related to issues currently under examination by the taxing authorities will be settled during 2018.
85
International Seaways, Inc.
NOTE 12 —RELATED PARTIES:
The following tables show certain related party transactions between INSW and OSG:
For the year ended December 31,
Corporate overhead allocations from OSG
General and administrative
Depreciation
Separation and transition costs
Reorganization items, net
Total corporate overhead allocations from OSG
2017
2016
2015
$
$
- $
-
-
-
- $
21,486 $
517
6,569
131
28,703 $
36,792
730
-
5,659
43,181
Payables to OSG aggregating $367 and $683 as of December 31, 2017 and 2016, respectively, were primarily in relation to the spin-related agreements described
below. A full and final payment of all amounts due to OSG under the spin-related agreements was made during the first quarter of 2018.
Transition
Services
Agreement
and
Other
Spin-off
Related
Activity
On November 30, 2016, INSW entered into a separation and distribution agreement (the “Separation and Distribution Agreement”) with OSG, which among other
things, (i) governed the transfer of assets and liabilities between both entities, (ii) terminated all intercompany arrangements between INSW and OSG except for
specified agreements and arrangements, (iii) contained terms and conditions that generally require INSW and OSG to use commercially reasonable efforts to
consummate the transactions contemplated by the Separation and Distribution Agreement and the ancillary agreements, (iv) released certain claims between the
parties and their affiliates, successors and assigns, (v) contained mutual indemnification provisions and (vi) allocated expenses of the spin-off between the parties.
Following the true up of final separation costs between INSW and OSG, income of $64 was recognized during the year ended December 31, 2017, in conjunction
with the Separation and Distribution Agreement.
During the year ended December 31, 2016, spin-off related expenses incurred by INSW pursuant to the Separation and Distribution Agreement aggregated $9,043.
Approximately $3,337 of these costs represented INSW’s allocated share of severance costs for certain individuals that departed OSG in conjunction with the spin-
off of INSW.
INSW and OSG also entered into a transition services agreement (the “TSA” or “Transition Services Agreement”) pursuant to which both parties agreed to provide
each other with specified services for a limited time to help ensure an orderly transition following the Distribution. The Transition Services Agreement specifies
the calculation of the costs for these services. Pursuant to the terms of the agreement, OSG provided certain administrative services, including administrative
support services related to benefit plans, human resources and legal services, for a transitional period after the spin-off. Similarly, INSW agreed to provide certain
limited transition services to OSG, including services relating to accounting activities and information and data provision services. The Transition Services
Agreement terminated on June 30, 2017.
During the years ended December 31, 2017 and 2016, INSW earned fees totaling $63 and $27, respectively for services provided to OSG pursuant to the terms of
the Transition Services Agreement. During the years ended December 31, 2017 and 2016, INSW also incurred fees totaling $731 and $31, respectively, for
services received from OSG, including INSW’s share of the compensation costs of former OSG corporate employees providing services to one or both companies
during the defined transitional period, which ended on June 30, 2017.
INSW and OSG also entered into an employee matters agreement (the “Employee Matters Agreement”), which addressed the allocation and treatment of assets and
liabilities relating to employees and compensation and benefit plans and programs in which INSW employees participated, including equity incentive plans. The
Employee Matters Agreement also governs the transfer of employees between OSG and INSW in connection with the Distribution, and set forth certain obligations
for reimbursements and indemnities between OSG and INSW.
Corporate
Overhead
Allocations
from
OSG
During the periods presented, the Company benefited from certain corporate functions provided by OSG. In addition, certain entities within INSW incurred similar
costs in respect of corporate functions that provided services to non-INSW subsidiaries of OSG. An allocation of these corporate expenses, including legal costs
related to certain litigation undertaken by OSG, has been reflected in the consolidated financial statements in general and administrative expenses, depreciation and
amortization and reorganization items, net. Income earned directly by OSG is not subject to allocation because it is not directly related to the INSW business.
Reorganization items, net for the year ended December 31, 2016, includes a credit for the recovery of costs allocated to INSW in prior years related to certain
litigation undertaken by OSG that was settled by OSG in February 2016.
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International Seaways, Inc.
Guarantees
The FSO Joint Venture is a party to a number of contracts: (a) the FSO Joint Venture is an obligor pursuant to a guarantee facility agreement dated as of July 14,
2017, by and among the FSO Joint Venture, ING Belgium NV/SA, as issuing bank, and Euronav and INSW, as guarantors (the ‘‘Guarantee Facility’’); and (b) the
FSO Joint Venture is party to two service contracts with NOC (the ‘‘NOC Service Contracts’’).
INSW severally guarantees the obligations of the FSO Joint Venture pursuant to the Guarantee Facility and severally guaranteed the obligations of the FSO Joint
Venture to Maersk Oil Qatar AS (“MOQ”) under the MOQ service contracts, which contracts were novated to NOC in July 2017 (the ‘‘MOQ Guarantee’’) and
severally guarantees the obligations of the FSO Joint Venture under the NOC Service Contracts. INSW continues the MOQ Guarantee for the period ended on the
novation date of the service contracts for MOQ, which guarantee will end when the Qatari authorities determine that the FSO Joint Venture has paid all Qatari
taxes owed by the FSO Joint Venture under such service contracts for tax periods through the novation date.
INSW maintains a guarantee in favor of Qatar Liquefied Gas Company Limited (2) (‘‘LNG Charterer’’) relating to certain LNG Tanker Time Charter Party
Agreements with the LNG Charterer and each of Overseas LNG H1 Corporation, Overseas LNG H2 Corporation, Overseas LNG S1 Corporation and Overseas
LNG S2 Corporation (such agreements, the ‘‘LNG Charter Party Agreements,’’ and such guarantee, the ‘‘LNG Performance Guarantee’’). INSW will pay QGTC
an annual fee of $100 until such time that QGTC ceases to provide a guarantee in favor of the LNG charterer relating to performance under the LNG Charter Party
Agreements.
OSG continues to provide a guarantee in favor of the LNG Charterer relating to the LNG Charter Party Agreements (such guarantees, the ‘‘OSG LNG Performance
Guarantee’’). INSW will indemnify OSG for liabilities arising from the OSG LNG Performance Guarantee pursuant to the terms of the Separation and Distribution
Agreement. In connection with the OSG LNG Performance Guarantee, INSW pays a $125 fee per year to OSG, which will increase to $135 per year in 2018 and
will be terminated if OSG ceases to provide the OSG LNG Performance Guarantee.
Capital
Contributions
from
OSG
and
Dividends
Paid
to
OSG
For the year ended December 31, 2016, the Company recorded capital contributions from OSG of $3,797 comprised of allocated reorganization items, net of $131,
non-cash expense relating to stock compensation benefits of $2,520 and certain allocated general and administrative costs of $1,146. For the year ended December
31, 2015, the Company recorded capital contributions from OSG of $9,424, comprised of allocated reorganizations items, net of $5,659, non-cash expense relating
to stock compensation benefits of $2,811, certain allocated general and administrative expenses of $954. For additional information relating to stock compensation
benefits see Note 13, “Capital Stock and Stock Compensation.”
During the years ended December 31, 2016 and 2015, INSW made dividend distributions to OSG totaling $202,000 (or $6.93 per share) and $200,000 (or $6.86
per share), respectively.
NOTE 13 — CAPITAL STOCK AND STOCK COMPENSATION:
The Company accounts for stock compensation expense in accordance with the fair value based method required by ASC 718, Compensation
–
Stock
Compensation
. Such fair value based method requires share based payment transactions to be measured based on the fair value of the equity instruments issued.
In connection with the spin-off, effective November 18, 2016 INSW adopted, and OSG as its sole stockholder approved, incentive compensation plans (the
“Incentive Plans” as further described below) in order to facilitate the grant of equity and cash incentives to directors, employees, including executive officers and
consultants of the Company and certain of its affiliates and to enable the Company and certain of its affiliates to obtain and retain the services of these individuals,
which is essential to our long-term success. INSW reserved 2,000,000 shares for issuance under its management incentive plan and 400,000 shares for issuance
under its non-employee director incentive compensation plan.
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International Seaways, Inc.
OSG maintains or maintained various stock-based compensation arrangements (the “OSG Incentive Plans” and the “OSG 2004 Stock Incentive Plan” ), under
which it provided awards to certain employees of INSW of restricted common stock, restricted stock units, performance restricted stock units and stock options to
purchase shares of OSG. Because INSW provided employee services in consideration for the participation of INSW’s employees in these plans, a share-based
compensation expense for the awards granted to INSW’s employees has been reflected in the consolidated statement of operations. Furthermore, the restricted
stock, restricted stock unit and stock option grants also relate to individuals that are considered to be employees of OSG or directors of OSG. Compensation
expense relating to such grants is a component of general and administrative expense on OSG’s consolidated statement of operations and as a result for periods
prior to our spin-off from OSG was subject to the cost allocation procedures described in Note 12, “Related Parties.”
Each OSG restricted stock unit and performance restricted stock unit that was unvested and outstanding immediately prior to the effective time of our spin off from
OSG (the “Effective Time”) and held by an INSW Group Employee (as defined by the Employee Matters Agreement) was converted as of the Effective Time into
an INSW restricted stock unit or INSW performance restricted stock unit, respectively. Each OSG stock option to purchase shares of OSG that was outstanding
immediately prior to the Effective Time and held by an INSW Group Employee was converted as of the Effective Time into an INSW stock option.
The OSG Incentive Plans contained anti-dilution provisions whereby in the event of any change in the capitalization of OSG, the number and type of securities
underlying outstanding share based payment awards were to be adjusted, as appropriate, in order to prevent dilution or enlargement of rights. The impact of these
provisions resulted in a modification of all outstanding share based payment awards held by INSW Group Employees upon the spinoff transaction. As the fair
value of the INSW restricted stock unit or INSW performance restricted stock unit awards and the INSW stock option awards immediately after the spinoff
transaction increased when compared to the fair value of the equivalent OSG awards held by INSW Group Employees immediately prior to the spinoff
transactions, incremental compensation costs of approximately $427 will be recognized by INSW over the remaining vesting period of such awards as a result of
the spinoff modifications. As of December 31, 2017, approximately $124 of such costs remain unamortized.
Information regarding share-based compensation awards granted by INSW follows:
Director
Compensation
—
Restricted
Common
Stock
INSW awarded a total of 38,938 and 32,067 restricted common stock shares during the years ended December 31, 2017 and 2016 to its non-employee directors.
The weighted average fair value of INSW’s stock on the measurement date of such awards was $20.03 (2017) and $13.72 (2016) per share. Such restricted shares
awards vest in full on the earlier of the next annual meeting of the stockholders or anniversary date, subject to each director continuing to provide services to INSW
through such date. The restricted share awards granted may not be transferred, pledged, assigned or otherwise encumbered prior to vesting. Prior to the vesting
date, a holder of restricted share awards has all the rights of a shareholder of INSW, including the right to vote such shares and the right to receive dividends paid
with respect to such shares at the same time as common shareholders generally.
Management
Compensation
Capitalized terms that follow are defined herein or in the Employee Matters Agreement.
(i)
Restricted
Stock
Units
During the years ended December 31, 2017, 2016 and 2015, the Company awarded 66,503, 76,585 and 0 time-based restricted stock units (“RSUs”) to certain of
its employees, including senior officers, respectively. The average grant date fair value of these awards was $18.91 (2017) and $15.00 (2016) per RSU. Each RSU
represents a contingent right to receive one share of INSW common stock upon vesting. Each award of RSUs will vest in equal installments on each of the first
three anniversaries of the grant date. RSUs may not be transferred, pledged, assigned or otherwise encumbered until they are settled. Settlement of vested RSUs
may be in either shares of common stock or cash, as determined at the discretion of the Human Resources and Compensation Committee, and shall occur as soon
as practicable after the vesting date. If the RSUs are settled in shares of common stock, following the settlement of such shares, the grantee will be the record
owner of the shares of common stock and will have all the rights of a shareholder of the Company, including the right to vote such shares and the right to receive
dividends paid with respect to such shares of common stock. RSUs which have not become vested as of the date of a grantee’s termination from the Company will
be forfeited without the payment of any consideration, unless otherwise provided for.
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International Seaways, Inc.
During the year ended December 31, 2017 the Company awarded 30,856 performance-based RSUs to its senior officers. Each performance stock unit represents a
contingent right to receive RSUs based upon the covered employees being continuously employed through the end of the period over which the performance goals
are measured and shall vest as follows: (i) one-third of the target RSUs shall vest on December 31, 2019, subject to INSW’s three-year earnings per share (“EPS”)
performance in the three-year EPS performance period relative to a target (the “EPS Target”) set forth in the award agreements; (ii) one-third of the target RSUs
shall vest on December 31, 2019, subject to INSW’s return on invested capital (“ROIC”) performance in the three-year ROIC performance period relative to a
target rate (the “ROIC Target”) set forth in the award agreements; and (iii) one-third of the target RSUs will be subject to INSW’s three-year total shareholder
return (“TSR”) performance relative to that of a performance peer group over a three-year performance period (“TSR Target”). Vesting is subject in each case to
the Human Resources and Compensation Committee of the Company’s Board of Directors’ certification of achievement of the performance measures and targets
no later than March 15, 2020. The EPS Target and ROIC Target are performance conditions which, as of December 31, 2017, INSW management believes, are not
yet considered probable of being achieved. Accordingly, for financial reporting purposes, no compensation costs will be recognized for these awards until it
becomes probable that the performance conditions will be achieved. The weighted average grant date fair value of the awards with performance conditions was
determined to be $19.73 per RSU. The weighted average grant date fair value of the TSR based performance awards, which have a market condition, was
estimated using a Monte Carlo probability model and determined to be $24.35 per RSU.
In addition, during the year ended December 31, 2017, INSW granted 29,206 performance-based RSUs (11,383 of which represented the 2017 tranche of the
awards originally made on October 12, 2015) to certain members of its senior management. The grant date fair value of the performance awards was determined to
be $19.13 per RSU. Each performance stock unit represents a contingent right to receive RSUs based upon certain performance related goals being met and the
covered employees being continuously employed through the end of the period over which the performance goals are measured. These performance awards which
are vested on December 31, 2017, are subject to INSW’s ROIC performance for the year ended December 31, 2017 relative to a target rate set forth in the award
agreements. Vesting is subject in each case to the Human Resources and Compensation Committee of the Company’s Board of Directors’ certification of
achievement of the performance measures and targets no later than March 31, 2018. The performance condition in this award was achieved and resulted in payouts
ranging from 130% to 150% of target.
During the year ended December 31, 2016 the Company awarded 33,709 performance-based RSUs to its senior officers to replace non-vested OSG performance-
based RSUs awarded by OSG. Of this amount, 24,953 performance-based RSUs represent a contingent right to receive INSW RSUs based upon the covered
employees being continuously employed through December 31, 2018. The grant date fair value of the TSR based performance awards, which has a market
condition, was determined to be $15.00 per INSW RSU. On March 29, 2017, pursuant to the terms of the INSW Management Equity Incentive Plan and the
Employee Matters Agreement with OSG, the Human Resources and Compensation Committee of the Company’s Board of Directors adjusted the applicable
performance metrics for the OSG performance based units held by certain members of senior management that had been converted into INSW performance based
units as of the November 30, 2016 spin-off date. The performance metrics were modified as follows: (i) one-third of the target RSUs shall vest on December 31,
2018, subject to INSW’s three-year EPS performance in the three-year EPS performance period relative to the same compounded annual growth rate (the
“Modified EPS Target”) set forth in the original OSG award agreements; (ii) one-third of the target RSUs shall vest on December 31, 2018, subject to a
proportionate average of OSG’s ROIC performance for the first eleven months and INSW’s ROIC performance for the last twenty-five months of the three-year
ROIC performance period relative to the same target rate used under the original OSG award agreements (the “Modified ROIC Target”); and (iii) one-third of the
target RSUs will be subject to a three-year TSR performance relative to that of the same performance peer group used under the original OSG award, over a three-
year TSR performance period (“Modified TSR Target”). The TSR performance shall be measured using a proportionate average of the TSR performance of OSG
for the first eleven months and INSW’s TSR performance for the last twenty-five months in the three-year TSR performance period. The modifications to the
awards with performance conditions (EPS and ROIC Target awards) did not result in incremental compensation cost as these performance targets are not yet
considered probable of being achieved. The modification of the TSR Target award resulted in incremental compensation expense of $124, which will be
recognized over the remaining performance period of the awards. The Modified EPS Target and Modified ROIC Target are performance conditions which, as of
December 31, 2017, INSW management believes, are not yet considered probable of being achieved. Accordingly, for financial reporting purposes, no
compensation costs will be recognized for the portion of these awards relating to performance conditions until it becomes probable that the performance conditions
will be achieved.
Settlement of the vested INSW performance-based RSUs may be in either shares of common stock or cash, as determined by the Human Resources and
Compensation Committee in its discretion, and shall occur as soon as practicable after the vesting date.
(ii)
Stock
Options
During the years ended December 31, 2017 and 2016, the Company awarded to certain senior officers an aggregate of 148,271 and 127,559 stock options,
respectively. Each stock option represents an option to purchase one share of INSW common stock for an exercise price that ranged between $18.21 and $22.42
per share for options granted in 2017 and between $19.04 and $30.93 per share for options granted in 2016. The weighted average grant date fair value of the
options granted in 2017 was $8.48 per option. The weighted average grant date fair value of the options granted in 2016 as a result of the conversion of
corresponding OSG stock options originally granted in 2016, 2015 and 2014 were $4.55, $2.26 and $1.86, respectively. Stock options may not be transferred,
pledged, assigned or otherwise encumbered prior to vesting. Each stock option will vest in equal installments on each of the first three anniversaries of the award
date. The stock options expire on the business day immediately preceding the tenth anniversary of the award date. If a stock option grantee’s employment is
terminated for cause (as defined in the applicable Form of Grant Agreement), stock options (whether then vested or exercisable or not) will lapse and will not be
exercisable. If a stock option grantee’s employment is terminated for reasons other than cause, the option recipient may exercise the vested portion of the stock
option but only within such period of time ending on the earlier to occur of (i) the 90th day ending after the option recipient’s employment terminated and (ii) the
expiration of the options, provided that if the Optionee’s employment terminates for death or disability the vested portion of the option may be exercised until the
earlier of (i) the first anniversary of employment termination and (ii) the expiration date of the options.
89
International Seaways, Inc.
The fair values of the options granted in 2017 were estimated using the Black-Scholes option pricing model with inputs that include the INSW stock price, the
INSW exercise price and the following weighted average assumptions: risk free interest rates ranging from 1.95% to 2.11%, dividend yields of 0.0%, expected
stock price volatility factor of .44, and expected lives at inception of six years, respectively.
The fair value of the options granted in 2016 were estimated using the Black-Scholes option pricing model with inputs including the INSW stock value based on
weighted average per share price of INSW common stock for the 20 Trading Days following the Distribution Date, the INSW exercise price and the following
weighted average assumptions for the converted OSG Option originally granted in 2016, 2015 and 2014: risk free interest rates of 2.18%, 1.79% and 1.79%,
respectively, dividend yields of 0.0%, expected stock price volatility factor of .40, and expected lives at inception of five years, four years and four years,
respectively.
Share
Repurchases
In connection with the settlement of vested restricted stock units, the Company repurchased 13,961 shares of common stock during year ended December 31, 2017
at an average cost of $18.66 per share (based on the market prices on the dates of vesting) from certain members of management to cover withholding taxes. In
January 2018, an additional 4,989 shares of common stock were repurchased from certain employees and members of management at an average cost of $17.81 per
share to cover withholding taxes paid in December 2017.
On May 2, 2017, the Company’s Board of Directors approved a resolution authorizing the Company to implement a stock repurchase program. Under the program,
the Company may opportunistically repurchase up to $30,000 worth of shares of the Company’s common stock from time to time over a 24-month period, on the
open market or otherwise, in such quantities, at such prices, in such manner and on such terms and conditions as management determines is in the best interests of
the Company. Shares owned by employees, directors and other affiliates of the Company will not be eligible for repurchase under this program without further
authorization from the Board. During the year ended December 31, 2017, the Company repurchased and retired 160,000 shares of its common stock in open-
market purchases at an average price of $19.86 per share, for a total cost of $3,177.
Activity with respect to restricted common stock and restricted stock units under INSW compensation plans is summarized as follows:
Activity for the three years ended December 31, 2017
Nonvested Shares Outstanding at December 31, 2015
RSUs issued to replace OSG RSUs
Granted
Vested ($19.04 per share) (1)
Nonvested Shares Outstanding at December 31, 2016
Granted
Vested ($18.21 - $19.13 per share) (1)
Nonvested Shares Outstanding at December 31, 2017
Common Stock
-
110,294
32,067
(25,103)
117,258
165,503
(108,584)
174,177
(1)
Includes 6,508 (2016) and 12,442 (2017) shares of common stock forfeited by employees to cover withholding taxes.
Activity with respect to stock options under INSW compensation plans is summarized as follows:
Activity for the three years ended December 31, 2017
Common Stock
Options Outstanding at December 31, 2015
Options issued to replace OSG options
Exercised
Options Outstanding at December 31, 2016
Granted
Exercised
Options Outstanding at December 31, 2017
Options Exercisable at December 31, 2017
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International Seaways, Inc.
-
127,559
-
127,559
148,271
-
275,830
95,618
The weighted average remaining contractual life of the outstanding and exercisable stock options at December 31, 2017 was 8.54 years and 7.96 years,
respectively. The range of exercise prices of the stock options outstanding at December 31, 2017 was between $18.21 and $30.93 per share. The weighted average
exercise price of the stock options outstanding and exercisable at December 31, 2017 was $21.09 and $23.65, respectively. The aggregate intrinsic value of the
INSW stock options outstanding and exercisable at December 31, 2017 was $20 and $7, respectively.
Compensation expense is recognized over the vesting period applicable to each grant, using the straight-line method.
Direct and allocated compensation expense with respect to restricted common stock and restricted stock units outstanding for the years ended December 31, 2017,
2016 and 2015 was $2,982, $2,157 and $2,380, respectively. The allocated compensation expense in 2016 and 2015 was recorded as a capital contribution from
OSG as such amount was not settled in cash.
Direct and allocated compensation expense relating to stock options recorded by INSW for the years ended December 31, 2017, 2016 and 2015 was $826, $684
and $431, respectively. The allocated compensation expense has been recorded as a capital contribution from OSG as such amount will not be settled in cash.
As of December 31, 2017, there was $3,066 of unrecognized compensation cost related to INSW nonvested share-based compensation arrangements. That cost is
expected to be recognized over a weighted average period of 1.64 years.
NOTE 14 —ACCUMULATED OTHER COMPREHENSIVE LOSS:
The components of accumulated other comprehensive loss, net of related taxes, in the consolidated balance sheets follow:
At December 31,
Unrealized losses on derivative instruments
Items not yet recognized as a component of net periodic benefit cost (pension plans)
2017
2016
(28,989) $
(11,418)
(40,407) $
(40,317)
(11,950)
(52,267)
$
$
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International Seaways, Inc.
The following tables present the changes in the balances of each component of accumulated other comprehensive loss, net of related taxes, for the three years
ended December 31, 2017.
Balance at December 31, 2016
Current period change, excluding amounts reclassified from accumulated
other comprehensive loss
Amounts reclassified from accumulated other comprehensive loss
Total change in accumulated other comprehensive loss
Balance at December 31, 2017
Balance at December 31, 2015
Current period change, excluding amounts reclassified from accumulated
other comprehensive loss
Amounts reclassified from accumulated other comprehensive loss
Total change in accumulated other comprehensive loss
Balance at December 31, 2016
Balance at December 31, 2014
Current period change, excluding amounts reclassified from accumulated
other comprehensive loss
Amounts reclassified from accumulated other comprehensive loss
Total change in accumulated other comprehensive loss
Balance at December 31, 2015
$
$
$
$
$
Items not yet
recognized as
a component
of net periodic
benefit cost
(pension
plans)
Foreign
currency
translation
adjustment
Unrealized
losses on cash
flow hedges
$
(40,317) $
(11,950) $
(1,140)
12,468
11,328
(28,989) $
17
515
532
(11,418) $
Total
(52,267)
(1,123)
12,983
11,860
(40,407)
- $
-
-
-
- $
(53,446) $
(10,636) $
(42) $
(64,124)
(3,052)
16,181
13,129
(40,317) $
(2,364)
1,050
(1,314)
(11,950) $
42
-
42
- $
(5,374)
17,231
11,857
(52,267)
(61,356) $
(12,988) $
(29) $
(74,373)
(10,193)
18,103
7,910
(53,446) $
1,870
482
2,352
(10,636) $
(13)
-
(13)
(42) $
(8,336)
18,585
10,249
(64,124)
The following table presents information with respect to amounts reclassified out of accumulated other comprehensive loss for the three years ended December 31,
2017.
Accumulated Other Comprehensive Loss Component
2017
2016
2015
Years Ended December 31,
Unrealized losses on cash flow hedges:
Interest rate swaps entered into by the Company's equity method joint
Statement of Operations Line
Item
Equity in income of affiliated
venture investees
$
(12,337) $
(15,664) $
(18,101)
companies
Interest rate caps entered into by the Company's subsidiaries
(131)
(517)
(2) Interest expense
Items not yet recognized as a component of net periodic benefit cost
(pension plans):
Net periodic benefit costs associated with pension and postretirement
benefit plans for shore-based employees
(515)
(12,983) $
(1,050)
(17,231) $
$
(482)
expenses
(18,585) Total before and net of tax
General and administrative
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International Seaways, Inc.
The following amounts are included in accumulated other comprehensive loss at December 31, 2017, which have not yet been recognized in net periodic cost:
unrecognized prior service costs of $1,467 ($1,100 net of tax) and unrecognized actuarial losses of $11,734 ($10,318 net of tax). The prior service costs and
actuarial losses included in accumulated other comprehensive loss and expected to be recognized in net periodic cost during 2018 are losses of $70 (gross and net
of tax) and $408 (gross and net of tax), respectively.
At December 31, 2017, the Company expects that it will reclassify $8,509 (gross and net of tax) of net losses on derivative instruments from accumulated other
comprehensive loss to earnings during the next twelve months due to the payment of variable rate interest associated with floating rate debt of INSW’s LNG equity
method investees and the interest rate cap held by the Company.
See Note 6, “Equity Method Investments,” for additional information relating to derivatives held by the Company’s equity method investees and Note 9, “Fair
Value of Financial Instruments, Derivatives and Fair Value,” for additional disclosures relating to derivative instruments.
NOTE 15 — LEASES:
1. Charters-in:
As of December 31, 2017, the Company had commitments to charter-in six MR vessels. All of the charters-in, of which two are bareboat charters with expiry dates
ranging from April 2018 to June 2018 and four are time charters with expiry dates ranging from June 2018 to July 2018, are accounted for as operating leases.
Lease expense relating to charters-in is included in charter hire expenses in the consolidated statements of operations.
The future minimum commitments and related number of operating days under these operating leases are as follows:
Bareboat
Charters-in:
At December 31, 2017
2018
Net minimum lease payments
Time
Charters-in:
At December 31, 2017
2018
Net minimum lease payments
$
$
$
$
Amount
Operating Days
279
279
1,841
1,841
Amount
Operating Days
1,218
1,218
11,849
11,849
The future minimum commitments for time charters-in exclude amounts with respect to vessels chartered-in where the duration of the charter was one year or less
at inception but include amounts with respect to workboats employed in the Crude Tankers Lightering business which are cancellable upon 180 days’ notice. Time
charters-in commitments have been reduced to reflect estimated days that the vessels will not be available for employment due to drydock because INSW does not
pay charter hire when time chartered-in vessels are not available for its use. Certain of the charters in the above tables provide INSW with renewal options.
2. Charters-out:
The future minimum revenues, before reduction for brokerage commissions, expected to be received on noncancelable time charters and the related revenue days
(revenue days represent calendar days, less days that vessels are not available for employment due to repairs, drydock or lay-up) are as follows:
At December 31, 2017
2018
Future minimum revenues
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International Seaways, Inc.
$
$
Amount
Revenue Days
604
604
6,218
6,218
Future minimum revenues do not include (i) the Company’s share of time charters entered into by the pools in which it participates, (ii) the Company’s share of
time charters entered into by the joint ventures, which the Company accounts for under the equity method. Revenues from a time charter are not generally received
when a vessel is off-hire, including time required for normal periodic maintenance of the vessel. In arriving at the minimum future charter revenues, an estimated
time off-hire to perform periodic maintenance on each vessel has been deducted, although there is no assurance that such estimate will be reflective of the actual
off-hire in the future.
3. Office space:
The future minimum commitments under all lease obligations for office space are as follows:
At December 31,
2018
2019
2020
2021
Net minimum lease payments
Amount
1,249
1,166
1,152
665
4,232
$
$
NOTE 16 —PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS:
Pension
plans
The Company has obligations outstanding under a defined benefit pension plan in the UK. The plan provides defined benefits based on years of service and final
average salary. The plan was closed to new entrants and accrual from December 2007. The Company has provided a guarantee to the trustees of the OSG Ship
Management (UK) Ltd. Retirement Benefits Plan (the “Scheme”) in the amount of the unfunded deficiency calculated on a solvency basis, if the principal
employer fails to make the required periodic contributions to the Scheme.
Information with respect to the Scheme for which INSW uses a December 31 measurement date, is as follows:
At December 31,
Change in benefit obligation:
Benefit obligation at beginning of year
Interest cost on benefit obligation
Actuarial losses/(gains)
Benefits paid
Settlements
Foreign exchange losses/(gains)
Benefit obligation at year end
Change in plan assets:
Fair value of plan assets at beginning of year
Actual return on plan assets
Employer contributions
Benefits paid
Settlements
Plan administration costs
Foreign exchange (gains)/losses
Fair value of plan assets at year end
Unfunded status at December 31
The unfunded benefit obligation for the pension plan is included in other liabilities in the consolidated balance sheets.
94
International Seaways, Inc.
Pension Benefits
2017
2016
29,240 $
797
(519)
(770)
-
2,779
31,527
25,466
1,714
787
(770)
-
(64)
2,394
29,527
(2,000) $
29,899
932
5,525
(603)
(1,579)
(4,934)
29,240
21,090
2,503
7,605
(603)
(1,775)
-
(3,354)
25,466
(3,774)
$
$
Information for the defined benefit pension plan with accumulated benefit obligations in excess of plan assets follows:
At December 31,
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets
For the year ended December 31,
Components of expense:
Plan administration costs
Interest cost on benefit obligation
Expected return on plan assets
Amortization of prior-service costs
Recognized net actuarial loss
Recognized settlement loss
Net periodic benefit cost
$
2017
2016
31,527 $
31,527
29,527
29,240
29,240
25,466
2017
Pension benefits
2016
2015
$
$
64 $
797
(1,041)
68
447
-
335 $
- $
886
(951)
67
343
640
985 $
-
1,164
(1,159)
79
403
-
487
Unrecognized actuarial losses are amortized over a period of twenty-one years, which represents the term to retirement of the youngest member of the Scheme.
The weighted-average assumptions used to determine benefit obligations follow:
At December 31,
Discount rate
Pension benefits
2017
2016
2.40%
2.60%
The selection of a single discount rate for the defined benefit plan was derived from bond yield curves, which the Company believed as of such dates to be
appropriate for the plan, reflecting the length of the liabilities and the yields obtainable on investment grade bonds. The assumption for a long-term rate of return
on assets was based on a weighted average of rates of return on the investment sectors in which the assets are invested.
The weighted-average assumptions used to determine net periodic benefit costs follow:
For the year ended December 31,
Discount rate
Expected (long-term) return on plan assets
Rate of future compensation increases
Expected benefit payments are as follows:
2018
2019
2020
2021
2022
Years 2023-2027
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International Seaways, Inc.
2017
Pension benefits
2016
2015
2.60%
3.85%
-
3.80%
5.62%
-
3.55%
5.35%
-
Pension benefits
667
700
735
772
810
4,703
8,387
$
$
The fair values of the Company’s pension plan assets at December 31, 2017, by asset category are as follows:
Description
Cash and cash equivalents
Managed fund
Total
Fair Value
Level 1
Level 2 (1)
$
$
971 $
28,556
29,527 $
971 $
-
971 $
-
28,556
28,556
(1) Quoted prices for the managed fund is not available from an active market source since such investments are pooled investment funds. The unitized
pooled investment vehicles have been valued at the latest available bid price or single price provided by the pooled investment manager. Shares in other
pooled arrangements have been valued at the latest available net asset value, determined in accordance with fair value principles, provided by the pooled
investment manager.
Management has historically maintained a targeted allocation of between 86% and 90% of the Scheme assets in an equity fund index and between 10% and 14% in
an over 15-year Gilt index fund. During 2017, in connection with a transition from passive investments funds to actively managed investment funds, the allocation
was amended to better reflect the liabilities of the Scheme. An allocation of 67% is now maintained with return seeking assets, with the balance of 33% invested in
liability driven investments to target a 100% match to interest rate risks (by asset value).
The Company contributed $787, $7,605 and $1,161 to the UK Scheme in 2017, 2016 and 2015, respectively. The Company expects that its contribution to the UK
Scheme in 2018 will be approximately $810.
Defined
Contribution
Plans
The Company has defined contribution plans covering all eligible shore-based employees in the U.K. and U.S. Contributions are limited to amounts allowable for
income tax purposes and include employer matching contributions to the plans. All contributions to the plans are at the discretion of the Company or as mandated
by statutory laws. The contributions to the plans during the three years ended December 31, 2017 were not material.
The expenses directly attributable to INSW’s employees for these defined contribution plans for each of the years ended December 31, 2017, 2016 and 2015 were
not material.
NOTE 17 — OTHER (EXPENSE)/ INCOME:
For the year ended December 31,
Investment income:
Interest
Write-off of deferred financing costs
Discount on repurchase of debt
2017
2016
2015
$
$
676 $
676
(7,020)
-
(6,344) $
376 $
376
(5,097)
3,755
(966) $
66
66
-
-
66
Refer to Note 8, “Debt,” for additional information relating to write-off of deferred financing costs and discount on repurchase of debt.
NOTE 18 — REORGANIZATION ITEMS, NET:
On November 14, 2012 (the “Petition Date”), OSG and 180 of its subsidiaries including INSW Debtor entities, filed voluntary petitions for reorganization under
Chapter 11 of the U.S. Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Debtors filed with
the Bankruptcy Court a plan of reorganization which was subsequently confirmed by the Bankruptcy Court’s order entered on July 18, 2014. On August 5, 2014
(the “Effective Date”), the plan of reorganization became effective and OSG and its affiliated debtors, including INSW Debtor entities, emerged from bankruptcy.
On February 10, 2017, pursuant to a final decree and order of the Bankruptcy Court, OSG’s one remaining case, as the parent company, was closed.
Reorganization items, net represent amounts incurred subsequent to the bankruptcy date as a direct result of the filing of the Chapter 11 cases. The table below
reflects the recovery of previously allocated professional fees associated with a litigation matter that OSG subsequently settled for an amount in excess of its
related out-of-pocket expenses.
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International Seaways, Inc.
For the year ended December 31,
Allocated trustee fees
Allocated professional fees
Other claim adjustments
2017
2016
2015
- $
-
-
- $
74 $
(3,220)
3,277
131 $
147
5,422
90
5,659
$
$
The table above reflects the recovery of previously allocated professional fees associated with a litigation matter that OSG subsequently settled for an amount in
excess of its related out-of-pocket expenses during 2016.
No cash was paid for reorganization items for the years ended December 31, 2017, 2016 and 2015. For the years ended December 31, 2016 and 2015, the
allocation of non-cash reorganization expenses of $131, and $5,659, respectively, were recorded as capital contributions from OSG.
NOTE 19 — 2017 AND 2016 QUARTERLY RESULTS OF OPERATIONS (UNAUDITED):
Selected Financial Data for the Quarter Ended
2017
Shipping revenues
Loss on disposal of vessels and other property, including impairments
Income/(loss) from vessel operations
Interest expense
Income tax benefit/(provision)
Net income/(loss)
Basic and Diluted net income/(loss) per share
Selected Financial Data for the Quarter Ended
2016
Shipping revenues
Gain/(loss) on disposal of vessels and other property, including impairments
Income/(loss) from vessel operations
Interest expense
Reorganization items, net
Income tax benefit/(provision)
Net income/(loss)
$
$
$
March 31,
June 30,
Sept. 30,
Dec. 31,
88,750 $
-
13,344
(8,965)
(4)
18,067
71,957 $
-
(9,645)
(9,076)
(4)
(11,619)
59,968 $
(5,406)
(23,749)
(11,030)
(23)
(21,816)
69,426
(81,449)
(88,178)
(11,367)
(13)
(90,720)
0.62 $
(0.40) $
(0.75) $
(3.12)
March 31,
June 30,
Sept. 30,
Dec. 31,
128,676 $
171
53,129
(10,742)
4,471
(4)
59,890
103,062 $
-
29,079
(9,690)
(520)
(173)
30,506
80,771 $
(49,640)
(47,758)
(9,519)
(3,849)
20
(50,862)
85,810
(29,734)
(28,509)
(9,525)
(233)
(283)
(57,757)
Basic and Diluted net income/(loss) per share
$
2.05 $
1.05 $
(1.74) $
(1.98)
NOTE 20 — CONTINGENCIES:
INSW’s policy for recording legal costs related to contingencies is to expense such legal costs as incurred.
Multi-Employer
Plans
The Merchant Navy Officers Pension Fund (“MNOPF”) is a multi-employer defined benefit pension plan covering British crew members that served as officers on
board INSW’s vessels (as well as vessels of other owners). The trustees of the plan have indicated that, under the terms of the High Court ruling in 2005, which
established the liability of past employers to fund the deficit on the Post 1978 section of MNOPF, calls for further contributions may be required if additional
actuarial deficits arise or if other employers liable for contributions are not able to pay their share in the future. As the amount of any such assessment cannot
currently be reasonably estimated, no reserves have been recorded for this contingency in INSW’s consolidated financial statements as of December 31, 2017. The
next deficit valuation is due March 31, 2018.
97
International Seaways, Inc.
The Merchant Navy Ratings Pension Fund (“MNRPF”) is a multi-employer defined benefit pension plan covering British crew members that served as ratings
(seamen) on board INSW’s vessels (as well as vessels of other owners) more than 20 years ago. During 2014 the trustees of the MNRPF sought court approval for
a new deficit reduction regime for participating employers. Participating employers include current employers, historic employers that have made voluntary
contributions, and historic employers such as INSW that have made no deficit contributions. The trustees received court approval of the new deficit reduction
regime in February 2015 and INSW received an assessment of $1,487 which was recorded in June 2015, of which £639 ($988) was paid in October 2015 and the
balance was paid on October 25, 2016. Calls for further contributions may be required if additional actuarial deficits arise or if other employers liable for
contributions are unable to pay their share in the future. Based on the latest estimated deficit valuation using a measurement date of March 31, 2017, which was
distributed to employers in June 2017, INSW recorded a reserve of £290 ($388) for a potential assessment by the trustees of the MNRPF as of December 31, 2017.
Galveston
In late September 2017, an industrial accident at a leased facility in Galveston resulted in fatalities to two temporary employees. In accordance with law, an
investigation of the accident is currently underway by the Occupational Safety and Health Administration and local law enforcement. In addition, lawsuits relating
to the accident, each of which claims damages in excess of $25,000 were filed in state court in Texas (Harris County District Court) and identified a subsidiary of
the Company as one of several defendants. The lawsuits have been settled as to most of the original defendants, with the exception of the subsidiary, and the
remaining disputes were removed to federal court in Texas (Southern District) in January 2018. The subsidiary has filed its answer to those complaints, generally
denying the allegations and stating certain affirmative defenses, and has separately filed a motion for declaratory judgment in federal court in Texas (Southern
District) seeking judgment that it does not owe contractual indemnification obligations to certain of the other original defendants. The Company intends to
vigorously defend these suits. Estimating an amount or range of possible losses resulting from litigation proceedings is inherently difficult and requires an
extensive degree of judgment, particularly where the matters involve indeterminate claims for monetary damages and are in the stages of the proceedings where
key factual and legal issues have not been resolved. Accordingly, the Company is currently unable to predict the ultimate timing or outcome of, or to reasonably
estimate the possible loss or a range of possible loss resulting from, these matters.
Legal
Proceedings
Arising
in
the
Ordinary
Course
of
Business
The Company is a party, as plaintiff or defendant, to various suits in the ordinary course of business for monetary relief arising principally from personal injuries,
wrongful death, collision or other casualty and to claims arising under charter parties and other contract disputes. A substantial majority of such personal injury,
wrongful death, collision or other casualty claims against the Company are covered by insurance (subject to deductibles not material in amount). Each of the claims
involves an amount which, in the opinion of management, should not be material to the Company’s financial position, results of operations and cash flows.
NOTE 21 — SUBSEQUENT EVENTS:
During March 2018, the Company entered into memorandums of agreement and charter party agreements for the sale and lease back of two 2009-built Aframaxes
with bareboat charters for periods ranging from 70 to 73 months. Such agreements contain purchase options executable by the Company. The transactions are
expected to close in March 2018 and the Company expects to recognize losses on such sales.
98
International Seaways, Inc.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of International Seaways, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of International Seaways, Inc. (the Company) as of December 31, 2017 and the related consolidated
statements of operations, comprehensive income (loss), changes in equity and cash flows for the year ended December 31, 2017, and the related notes and the
financial statement schedule as of and for the same period listed in the Index at Item 15(a)(2) (collectively referred to as the “financial statements”). In our opinion,
the financial statements present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2017 and the consolidated
results of its operations and its cash flows for the period ended December 31, 2017, 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, 2017, 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 March 12, 2018 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.
/s/Ernst & Young LLP
We have served as the Company’s auditor since 2017.
New York, New York
March 12, 2018
99
International Seaways, Inc.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of International Seaways, Inc.
Opinion on Internal Control over Financial Reporting
We have audited International Seaways, Inc.’s internal control over financial reporting as of December 31, 2017, 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,
International Seaways, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, 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
sheet of International Seaways, Inc. as of December 31, 2017, and the related consolidated statements of operations, comprehensive income (loss), changes in
equity and cash flows for the period ended December 31, 2017, and the related notes (collectively referred to as the “financial statements”) of the Company and our
report dated March 12, 2018 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 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 LLP
New York, New York
March 12, 2018
100
International Seaways, Inc.
To the Shareholders and the Board of Directors of International Seaways, Inc.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
In our opinion, the consolidated balance sheet as of December 31, 2016 and the related consolidated statements of operations, comprehensive income/(loss),
changes in equity and cash flows for each of the two years in the period ended December 31, 2016 present fairly, in all material respects, the financial position of
International Seaways, Inc. and its subsidiaries as of December 31, 2016, and the results of their operations and their cash flows for each of the two years in the
period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the
financial statement schedule as of December 31, 2016 and for each of the two years in the period ended December 31, 2016, presents fairly, in all material respects,
the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement
schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement
schedule based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
New York, NY
March 31, 2017, except with respect to the opinion on the financial statement schedule, as to which the date is March 12, 2018.
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International Seaways, Inc.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures
As of the end of the period covered by this Annual Report on Form 10-K, an evaluation was performed under the supervision and with the participation of the
Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of
the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). Based on that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of
December 31, 2017 to ensure that information required to be disclosed by the Company in the reports the Company files or submits under the Exchange Act is (i)
recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii)
accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate to allow timely decisions regarding required
disclosure.
(b) Management’s report on internal control over financial reporting
Management of the Company is responsible for the establishment and maintenance of adequate internal control over financial reporting for the Company. Internal
control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, 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.
The Company’s system of internal control over financial reporting includes those 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 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 its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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.
Management, with participation of the CEO and CFO, has performed an evaluation of the effectiveness of the Company’s internal control over financial reporting
as of December 31, 2017, based on the provisions of “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of
the Treadway Commission (“COSO”). Management has concluded the Company’s internal control over financial reporting was effective as of December 31, 2017.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2017 has been audited by Ernst & Young LLP, the Company’s
independent registered public accounting firm, as stated in their report included in Item 8, “Financial Statements and Supplementary Data.”
(c) Changes in Internal Control over Financial Reporting
There was no change in the Company’s internal control over financial reporting during the fourth quarter of fiscal year 2017 that has materially affected, or is
reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
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International Seaways, Inc.
Dollar amounts in Part III are expressed in whole dollars unless otherwise noted.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
PART III
See Item 14 below.
Executive Officers
The table below sets forth the name and age of each executive officer of the Company and the date such executive officer was elected to his or her current position
with the Company. The term of office of each executive officer continues until the first meeting of the Board of Directors of the Company immediately following
the next annual meeting of its stockholders, and until the election and qualification of his or her successor. There is no family relationship between the executive
officers.
Name
Lois K. Zabrocky
Jeffrey D. Pribor
James D. Small III
Derek Solon
William Nugent
Adewale O. Oshodi
Age
48
60
49
41
50
38
Position(s) Held
President and Chief Executive Officer
Chief Financial Officer
Chief Administrative Officer, Secretary and General Counsel
Vice President and Chief Commercial Officer
Vice President and Head of Ship Operations
Controller
Has Served as Such
Since
November 2016
November 2016
November 2016
November 2016
November 2016
November 2016
The business experience and certain other background information regarding our executive officers is set forth below.
Lois
K.
Zabrocky
. Until her appointment to the role of Chief Executive Officer of the Company, Ms. Zabrocky served as Senior Vice President and Head of
OSG’s International Flag Strategic Business Unit with responsibility for commercial management and oversight of fleet operations. Ms. Zabrocky served in
various roles during her 25 years at OSG. Ms. Zabrocky served as Senior Vice President of OSG from June 2008 through August 2014 until her appointment as
Co-President and Head of the International Flag Strategic Business Unit. Ms. Zabrocky served as Chief Commercial Officer, International Flag Strategic Business
Unit from May 2011 until her appointment as Head of International Flag Strategic Business Unit and as the Head of International Product Carrier and Gas Strategic
Business Unit for at least four years prior to May 2011.
Jeffrey
D.
Pribor
. Until his appointment to the role of Chief Financial Officer of the Company, Mr. Pribor was the Global Head of Maritime Investment Banking
at Jefferies & Company, Inc. since 2013. Previously, he was Executive Vice President and Chief Financial Officer of General Maritime Corporation, one of the
world’s leading tanker shipping companies, from September 2004 to February 2013. Prior to General Maritime, from 2002 to 2004, Mr. Pribor was Managing
Director and President of DnB NOR Markets, Inc. From 2001 to 2002, Mr. Pribor was Managing Director and Group Head of Transportation Banking at ABN
AMRO, Inc. From 1996 to 2001, Mr. Pribor was Managing Director and Sector Head of Transportation and Logistics investment banking for ING Barings.
James
D.
Small
III
. Until his appointment to the role of Chief Administrative Officer, Secretary and General Counsel, Mr. Small served as OSG’s Secretary and
General Counsel. Prior to joining OSG in March 2015, Mr. Small worked for more than 18 years at Cleary Gottlieb Steen & Hamilton LLP (“Cleary Gottlieb”), a
law firm, the last seven years as counsel. At Cleary Gottlieb, Mr. Small’s practice focused on corporate and financial transactions, U.S. securities law matters in
U.S. and international capital markets transactions, mergers and acquisitions, and general corporate transactions. As counsel at Cleary Gottlieb, Mr. Small provided
legal services to OSG between 2013 and February 2015.
Derek
Solon.
Until his appointment to the role of Vice President and Chief Commercial Officer of the Company, Mr Solon was Vice President, Commercial for
OSG’s International Flag Strategic Business Unit. Prior to assuming that role he served as Vice President, Sale & Purchase since 2012. Before joining OSG, Mr
Solon was a Marine Projects Broker at Poten & Partners in New York from 2003 to 2012. Prior to joining the commercial shipping industry, Mr. Solon served as
an officer in the United States Navy since 1998.
William
Nugent.
Until his appointment to the role of Vice President and Head of Ship Operations of the Company, Mr. Nugent served as Vice President and Head
of Ship Operations for OSG's International Flag Strategic Business Unit since July 2014. Prior to this, he was responsible for the Technical Services Group, OSG’s
global engineering team. He joined OSG in 2006 as Assistant Vice President for New Construction, was promoted to head of department in 2008 and oversaw the
construction of ships, tugs and barges in China, Korea, and the United States. Mr. Nugent previously worked for OSG from 2000 to 2002 overseeing construction
of ships in Korea. In all, Mr. Nugent has overseen construction of more than 50 vessels. Earlier in his career, Mr. Nugent was Director of Basic Design and Project
Manager for Alion Science and Technology and John J. McMullen Associates, Inc., respectively.
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International Seaways, Inc.
Adewale
O.
Oshodi
. Until his appointment to the role of Controller, Mr. Oshodi served as the Controller of OSG. Mr. Oshodi also served as Secretary of OSG
from July 2014 until March 2015 and as Director, Corporate Reporting from September 2010 when he joined OSG until his appointment as Controller in July
2014. Mr. Oshodi began his career in the New York commercial audit practice of Deloitte & Touche, LLP in 2000. As an Audit Manager between 2005 and 2008
and as an Audit Senior Manager between 2008 and 2010, Mr. Oshodi worked primarily on audits of companies in the maritime industry.
Code of Business Conduct and Ethics
The Company has adopted a code of business conduct and ethics which is an integral part of the Company’s business conduct compliance program and embodies
the commitment of the Company and its subsidiaries to conduct operations in accordance with the highest legal and ethical standards. The Code of Business
Conduct and Ethics applies to all of the Company’s officers, directors and employees. Each is responsible for understanding and complying with the Code of
Business Conduct and Ethics. The Company also has an Insider Trading Policy which prohibits the Company’s directors and employees from purchasing or selling
securities of the Company while in possession of material nonpublic information or otherwise using such information for their personal benefit. The Insider
Trading Policy also prohibits the Company directors and employees from hedging their ownership of securities of the Company. In addition, the Company has an
Anti-Bribery and Corruption Policy which memorializes the Company’s commitment to adhere faithfully to both the letter and spirit of all applicable anti-bribery
legislation in the conduct of the Company’s business activities worldwide. The Code of Business Conduct and Ethics, the Insider Trading Policy and the Anti-
Bribery and Corruption Policy are posted on the Company’s website, which is www.intlseas.com, and are available in print upon the request of any stockholder of
the Company. The Company’s website and the information contained on that site, or connected to that site, are not incorporated by reference in this Annual Report
on Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
See Item 14 below.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table provides information as of December 31, 2017 with respect to the Company’s equity compensation plans, which have been approved by the
Company’s shareholders. For a description of the material features of the Company’s equity compensation plans, see Note 13, “Capital Stock and Stock
Compensation,” to the consolidated financial statements set forth in Item 8, “Financial Statements and Supplementary Data.”
Plan Category
Equity compensation plans approved by security holders
Number of Securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(a)
Weighted-average
exercise price of
outstanding
options, warrants
and rights
(b)
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(c)
275,830 $
21.09
1,381,341*
*Consists of 1,123,351 shares eligible to be granted under the Company’s 2016 Management Incentive Compensation Plan and 257,990 shares under the 2016
Non-Employee Director Incentive Compensation Plan.
See also Item 14 below.
104
International Seaways, Inc.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
See Item 14 below.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Except for the table in Item 12 above, the information called for under Items 10, 11, 12, 13 and 14 is incorporated herein by reference from the definitive Proxy
Statement to be filed by the Company no later than 120 days after December 31, 2017, in connection with its 2018 Annual Meeting of Stockholders.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(1)
The following consolidated financial statements of the Company are filed in response to Item 8.
Consolidated Balance Sheets at December 31, 2017 and 2016.
Consolidated Statements of Operations for the Years Ended December 31, 2017, 2016 and 2015.
Consolidated Statements of Comprehensive Income/(Loss) for the Years Ended December 31, 2017, 2016 and 2015.
Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 2015.
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2017, 2016 and 2015.
Notes to Consolidated Financial Statements.
Reports of Independent Registered Public Accounting Firm.
(a)(2)
I – Condensed Financial Information of Parent Company
All other Schedules of the Company have been omitted since they are not applicable or are not required.
(a)(3)
The following exhibits are included in response to Item 15(b):
2.1
3.1
3.2
Separation and Distribution Agreement dated as of November 30, 2016 by and between Overseas Shipholding Group, Inc. and Registrant
(schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K; the Registrant agrees to furnish supplementally a copy of
any omitted schedule or exhibit to the Securities and Exchange Commission upon request) (filed as Exhibit 2.1 to the Registrant’s Current Report
on Form 8-K dated December 2, 2016 and incorporated herein by reference).
Amended and Restated Articles of Incorporation (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated December 2, 2016 and
incorporated herein by reference).
Amended and Restated By-Laws (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K dated December 2, 2016 and incorporated
herein by reference).
105
International Seaways, Inc.
4.1
*10.1
*10.1.1
*10.2
*10.2.1
*10.2.2
*10.2.3
10.3
10.4
10.5
*10.6
*10.7
*10.8
*10.9
*10.10
*10.11
*10.12
Registration Rights Agreements dated as of November 30, 2016 between Registrant and certain stockholders party thereto (filed as Exhibit 4.1 to
the Registrant’s Current Report on Form 8-K dated December 2, 2016 and incorporated herein by reference).
International Seaways, Inc. Non-Employee Director Incentive Compensation Plan (filed as Exhibit 10.2 to the Registrant’s Current Report on
Form 8-K dated November 25, 2016 and incorporated herein by reference).
Form of International Seaways, Inc. Non-Executive Director Incentive Compensation Plan Restricted Stock Grant Agreement (filed as Exhibit
10.1.1 to the Registrant’s Annual Report on Form 10-K for 2016 and incorporated herein by reference).
International Seaways, Inc. Management Incentive Compensation Plan (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated
November 25, 2016 and incorporated herein by reference).
Form of International Seaways, Inc. Management Incentive Compensation Plan Stock Option Grant Agreement (filed as Exhibit 10.2.1 to the
Registrant’s Annual Report on Form 10-K for 2016 and incorporated herein by reference).
Form of International Seaways, Inc. Management Incentive Compensation Plan Restricted Stock Unit Grant Agreement (filed as Exhibit 10.2.2 to
the Registrant’s Annual Report on Form 10-K for 2016 and incorporated herein by reference).
Form of International Seaways, Inc. Management Incentive Compensation Plan Performance-Based Restricted Stock Unit Grant Agreement (filed
as Exhibit 10.2.3 to the Registrant’s Annual Report on Form 10-K for 2016 and incorporated herein by reference).
Credit Agreement dated as of June 22, 2017, among the Registrant, OIN Delaware LLC, International Seaways Operating Corporation and certain
of its subsidiaries as other guarantors, various lenders, Jefferies Finance LLC and JP Morgan Chase Bank, N.A., as joint lead arrangers, UBS
Securities LLC, as joint bookrunner, DNB Markets Inc., Fearnley Securities AS, Pareto Securities Inc. and Skandinaviska Enskilda Banken AB
(Publ) as co-managers, Jefferies Finance LLC, as administrative agent, syndication agent, collateral agent and mortgage trustee (“2017 Credit
Agreement”) (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2017 and incorporated herein
by reference).
First Amendment, dated as of July 24, 2017, to the 2017 Credit Agreement (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-
Q for the period ended June 30, 2017 and incorporated herein by reference).
Form of Employee Matters Agreement between Overseas Shipholding Group, Inc. and International Seaways, Inc. (filed as Exhibit 10.7 to
Amendment No. 2 to the Registrant’s Registration Statement on Form 10 filed on October 21, 2016 and incorporated herein by reference).
Employment Agreement dated September 29, 2014 between Overseas Shipholding Group, Inc. and Lois K. Zabrocky (filed as Exhibit 10.13 to
Overseas Shipholding Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 and incorporated herein by
reference).
Amendment No. 1 to Lois K. Zabrocky’s Employment Agreement dated March 30, 2016 (filed as Exhibit 10.2 to Overseas Shipholding Group,
Inc.’s Current Report on Form 8-K dated April 5, 2016 and incorporated herein by reference).
Amendment No. 2 to Lois K. Zabrocky’s Employment Agreement dated August 3, 2016 (filed as Exhibit 10.10 to Amendment No. 4 to the
Registrant’s Registration Statement on Form 10 filed on November 4, 2016 and incorporated herein by reference).
Form of Amendment No. 3 to Lois K. Zabrocky’s Employment Agreement (filed as Exhibit 10.8 to Amendment No. 2 to the Registrant’s
Registration Statement on Form 10 filed on October 21, 2016 and incorporated herein by reference).
Employment Agreement dated February 13, 2015 between Overseas Shipholding Group, Inc. and James D. Small III (filed as Exhibit 10.29 to
Overseas Shipholding Group, Inc.’s Annual Report on Form 10-K for 2014 and incorporated herein by reference).
Amendment No. 1 to James D. Small III’s Employment Agreement dated March 30, 2016 (filed as Exhibit 10.4 to Overseas Shipholding Group,
Inc.’s Current Report on Form 8-K dated April 5, 2016 and incorporated herein by reference).
Amendment No. 2 to James D. Small III’s Employment Agreement dated August 3, 2016 (filed as Exhibit 10.14 to Amendment No. 4 to the
Registrant’s Registration Statement on Form 10 filed on November 4, 2016 and incorporated herein by reference).
106
International Seaways, Inc.
*10.13
*10.14
*10.15
*10.16
*10.17
Form of Amendment No. 3 to James D. Small’s Employment Agreement (filed as Exhibit 10.9 to Amendment No. 2 to the Registrant’s
Registration Statement on Form 10 filed on October 21, 2016 and incorporated herein by reference).
Employment Agreement dated September 29, 2014 between Overseas Shipholding Group, Inc. and Adewale O. Oshodi (filed as Exhibit 10.23 to
Overseas Shipholding Group, Inc.’s Annual Report on Form 10-K for 2014 and incorporated herein by reference).
Amendment No. 1 to Adewale O. Oshodi’s Employment Agreement dated March 2, 2015 (filed as Exhibit 10.24 to Overseas Shipholding Group,
Inc.’s Annual Report on Form 10-K for 2014 and incorporated herein by reference).
Amendment No. 2 to Adewale O. Oshodi’s Employment Agreement dated March 2, 2015 (filed as Exhibit 10.1 to Registrant’s Quarterly Report
on Form 10-Q for the quarter ended September 30, 2017 and incorporated herein by reference).
Employment Agreement dated November 9, 2016 between International Seaways, Inc. and Jeffrey D. Pribor filed as Exhibit 10.20 to Amendment
No. 6 to Registrant’s Registration Statement on Form 10 filed on November 9, 2016 and incorporated herein by reference).
*10.18**
International Seaways Ship Management LLC Supplemental Executive Savings Plan.
**10.19
Letter of Intent dated December 20, 2017 between Euronav NV and Registrant relating to Registrant’s purchase of all the issued and outstanding
shares of Gener8 Maritime Subsidiary VII Inc.
**21
List of significant subsidiaries of the Registrant.
**23.1
Consent of Independent Registered Public Accounting Firm.
**23.2
Consent of Independent Registered Public Accounting Firm.
**31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a), as amended.
**31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as amended.
**32
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
101.INS
XBRL Instance Document.
101.SCH
XBRL Taxonomy Schema.
101.CAL
XBRL Taxonomy Extension Calculation Linkbase.
101.DEF
XBRL Taxonomy Extension Definition Linkbase.
101.LAB
XBRL Taxonomy Extension Label Linkbase.
101.PRE
XBRL Taxonomy Extension Presentation Linkbase.
(1) The Exhibits marked with one asterisk (*) are a management contract or a compensatory plan or arrangement required to be filed as an exhibit.
(2) The Exhibits which have not previously been filed or listed are marked with two asterisks (**).
ITEM 16. FORM 10-K SUMMARY
None.
107
International Seaways, Inc.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Date: March 12, 2018
SIGNATURES
INTERNATIONAL SEAWAYS, INC.
By:
/s/ Jeffrey D. Pribor
Jeffrey D. Pribor
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated. Each of such persons appoints Lois K. Zabrocky and Jeffrey D. Pribor, and each of them, as his agents and attorneys-in-
fact, in his name, place and stead in all capacities, to sign and file with the SEC any amendments to this report and any exhibits and other documents in connection
therewith, hereby ratifying and confirming all that such attorneys-in-fact or either of them may lawfully do or cause to be done by virtue of this power of attorney.
Name
/s/ LOIS K. ZABROCKY
Lois K. Zabrocky, Principal
Executive Officer
/s/ JEFFREY D. PRIBOR
Jeffrey D. Pribor, Principal
Financial Officer and
Principal Accounting Officer
/s/ DOUGLAS D. WHEAT
Douglas D. Wheat, Director
/s/ TIMOTHY BERNLOHR
Timothy Bernlohr, Director
/s/ IAN T. BLACKLEY
Ian T. Blackley, Director
/s/ RANDEE DAY
Randee Day, Director
/s/ JOSEPH I. KRONSBERG
Joseph I. Kronsberg, Director
/s/ DAVID I. GREENBERG
David I. Greenberg, Director
/s/ TY E. WALLACH
Ty E. Wallach, Director
/s/GREGORY A. WRIGHT
Gregory A. Wright, Director
108
International Seaways, Inc.
Date
March 12, 2018
March 12, 2018
March 12, 2018
March 12, 2018
March 12, 2018
March 12, 2018
March 12, 2018
March 12, 2018
March 12, 2018
March 12, 2018
INTERNATIONAL SEAWAYS, INC. AND SUBSIDIARIES
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF PARENT
INTERNATIONAL SEAWAYS, INC.
CONDENSED BALANCE SHEETS
AT DECEMBER 31
DOLLARS IN THOUSANDS
ASSETS
Current Assets:
Cash and cash equivalents
Other receivables
Prepaid expenses and other current assets
Total Current Assets
Investment in subsidiaries
Investments in and advances to affiliated companies
Intercompany receivables
Other assets
Total Assets
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable, accrued expenses and other current liabilities
Payable to OSG
Current installments of long-term debt
Total Current Liabilities
Long-term debt
Intercompany payables
Total Liabilities
Equity:
Capital - 100,000,000 no par value shares authorized; 29,089,865 and 29,189,454 shares issued and outstanding
Accumulated deficit
Accumulated other comprehensive loss
Total Equity
Total Liabilities and Equity
See notes to condensed financial statements
109
International Seaways, Inc.
2017
2016
1,624 $
6
575
2,205
978,737
102,398
3,126
-
1,086,466 $
621 $
47
-
668
-
143
811
1,306,606
(180,544)
1,126,062
(40,407)
1,085,655
1,086,466 $
2,013
182
615
2,810
1,468,610
77,299
75,871
1,691
1,626,281
6,878
85
6,183
13,146
433,468
155
446,769
1,306,236
(74,457)
1,231,779
(52,267)
1,179,512
1,626,281
$
$
$
$
INTERNATIONAL SEAWAYS, INC. AND SUBSIDIARIES
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF PARENT
INTERNATIONAL SEAWAYS, INC.
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)
FOR THE YEARS ENDED DECEMBER 31
DOLLARS IN THOUSANDS
Shipping Revenues
$
2 $
2 $
255
2017
2016
2015
Operating Expenses
Voyage expenses
Vessel expenses
Charter hire expenses
Depreciation and amortization
General and administrative
Separation and transition costs
Gain on disposal of vessels and other property
Total operating expenses
Loss from vessel operations
Equity in (loss)/ income of affiliated companies
Operating (loss)/income
Other (expense)/income
(Loss)/income before interest expense, reorganization items and income taxes
Interest expense
(Loss)/income before reorganization items and income taxes
Reorganization items, net
(Loss)/income before income taxes
Income tax provision
Net (loss)/income
Other comprehensive income/(loss), net of tax:
Change in unrealized losses on cash flow hedges
Foreign currency translation adjustment
Defined benefit pension and other postretirement benefit plans:
Net change in unrecognized prior service cost
Net change in unrecognized actuarial losses
Other comprehensive income
Comprehensive (Loss)/Income
See notes to condensed financial statements
110
International Seaways, Inc.
-
(4)
-
-
5,880
381
-
6,257
(6,255)
(75,790)
(82,045)
(6,888)
(88,933)
(17,129)
(106,062)
-
(106,062)
(26)
(106,088)
11,328
-
(31)
563
11,860
(94,228) $
(1,318)
(778)
(457)
783
25,467
6,077
30
29,804
(29,802)
53,586
23,784
(2,583)
21,201
(39,278)
(18,077)
(131)
(18,208)
(15)
(18,223)
13,129
42
294
(1,608)
11,857
(6,366) $
(201)
(280)
-
1,519
36,723
-
35
37,796
(37,541)
255,009
217,468
4,084
221,552
(42,690)
178,862
(5,659)
173,203
(33)
173,170
7,910
(13)
118
2,234
10,249
183,419
$
INTERNATIONAL SEAWAYS, INC. AND SUBSIDIARIES
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF PARENT
INTERNATIONAL SEAWAYS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31
DOLLARS IN THOUSANDS
Cash Flows from Operating Activities:
Net cash provided by operating activities
Cash Flows from Investing Activities:
Change in restricted cash
Distributions from subsidiaries and affiliated companies
Net cash provided by investing activities
Cash Flows from Financing Activities:
Payments on debt
Extinguishment of debt
Dividend payments to OSG
Repurchases of common stock
Cash paid to tax authority upon vesting of stock-based compensation
Net cash used in financing activities
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
See notes to condensed financial statements
111
International Seaways, Inc.
2017
2016
2015
$
297,931 $
41,883 $
276,066
-
165,168
165,168
8,989
-
8,989
(1,546)
(458,416)
-
(3,177)
(349)
(463,488)
(389)
2,013
1,624 $
(90,065)
(65,167)
(202,000)
-
(26)
(357,258)
(306,386)
308,399
2,013 $
61,104
-
61,104
(6,284)
-
(200,000)
-
-
(206,284)
130,886
177,513
308,399
$
INTERNATIONAL SEAWAYS, INC. AND SUBSIDIARIES
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF PARENT
INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
DOLLARS IN THOUSANDS
NOTE A — BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS
International Seaways, Inc. (the “Parent”) is the Parent company that conducts substantially all of its business operations through its subsidiaries. The condensed
financial information and related notes have been prepared in accordance with Rule 12.04, Schedule I of Regulation S-X. This financial information should be read
in conjunction with the consolidated financial statements and notes thereto of International Seaways, Inc., and subsidiaries (collectively, the “Company”).
The Parent owns 100% of International Seaways Operating Corporation (“ISOC”), which is incorporated in the Marshall Islands, and OIN Delaware LLC, which is
incorporated in the state of Delaware. The Parent owns 99.99% of OSG-NNA Ship Management Services Inc, which is incorporated in the Philippines. The Parent
has 49.90% interest in a joint venture, OSG Nakilat Corporation (“LNG Joint Venture”), which is incorporated in the Marshall Islands. The following subsidiaries
of the Parent are in the process of being dissolved: ERN Holdings Inc. and Oleron Tankers S.A., which are incorporated in Panama, OSG Ship Management
Manila, Inc. which is incorporated in the Philippines, and Ship Paying Corporation No. 3, which is incorporated in Liberia. ISOC and its subsidiaries own and
operate a fleet of oceangoing vessels engaged in the transportation of crude oil and refined petroleum products in the international markets.
NOTE B— DEBT:
Debt consists of the following:
As of December 31,
INSW term loan, due 2019, net of unamortized discount and deferred finance costs of $20,311
Less current portion
Long-term debt
2017
2016
- $
-
- $
439,651
(6,183)
433,468
$
$
On June 22, 2017, the agreements governing the INSW Facilities — a secured term loan facility in the aggregate amount of $628,375 (the “INSW Term Loan”)
and a secured revolving loan facility of up to $50,000 (the “INSW Revolver Facility”), dated as of August 5, 2014, as amended by that certain First Amendment,
dated as of June 3, 2015, that certain Second Amendment, dated as of July 18, 2016, that certain Third Amendment, dated as of September 20, 2016 and that
certain Fourth Amendment, dated as of November 30, 2016, among INSW, OIN Delaware LLC (the sole member of which is INSW), certain INSW subsidiaries,
Jefferies Finance LLC, as administrative agent, and other lenders party thereto, were terminated in accordance with their terms. Proceeds received from debt
facilities entered into by ISOC and certain of its subsidiaries (the “2017 Debt Facilities”) were used to repay the $458,416 outstanding balance under the INSW
Facilities on June 22, 2017.
An aggregate net loss of $7,020 for the year ended December 31, 2017 realized on the modification of the Company’s debt facilities, is included in other
income/(expense) in the condensed statement of operations and comprehensive income/(loss). The net loss reflects a write-off of unamortized original issue
discount and deferred financing costs associated with the INSW Facilities, which were treated as partial extinguishments. The remaining balance of unamortized
deferred financing costs were concurrently transferred to ISOC.
During the year ended December 31, 2016, the Company paid deferred financing fees of $8,273 in connection with amendments to the INSW Facilities. Such fees
were capitalized as deferred finance charges.
During the year ended December 31, 2016, the Company made repurchases of the INSW Term Loan in the open market of $68,922 and mandatory principal
prepayments of $83,832. The aggregate net losses of $1,342 realized on these transactions for the year ended December 31, 2016, is included in other
income/(expense) in the condensed statement of operations and comprehensive income/(loss). The net loss for the year ended December 31, 2016 reflects a $5,097
write-off of unamortized original issue discount and deferred financing costs associated with the principal reductions which were treated as partial extinguishments
and a $3,755 discount on repurchase of debt. Third party legal and consulting fees (aggregating $225) incurred by the Company in relation to the open market
repurchases are included in general and administrative expenses in the consolidated statement of operations for the year ended December 31, 2016.
112
International Seaways, Inc.
See Note 8, “Debt,” to the Company’s consolidated financial statements set forth in Item 8, “Financial Statements and Supplementary Data,” for information with
respect to debt.
NOTE C—RELATED PARTY TRANSACTIONS:
The financial statements of the Parent included related party transactions as presented in the tables below:
Equity in income/(loss) of affiliated companies
ISOC (1)
Other Subsidiaries
LNG Joint Venture
TI LLC Joint Venture (2)
For the year ended December 31,
2016
2017
2015
$
$
(89,851) $
(327)
14,388
-
(75,790) $
43,325 $
(977)
11,265
(27)
53,586 $
252,236
(8,529)
11,188
114
255,009
(1)
(2)
ISOC was formed on August 19, 2016. On November 30, 2016, pursuant to the Contribution Agreement entered into between the Parent and ISOC,
the Parent contributed its ownership interests in all of its vessel owning subsidiaries and certain of its non-vessel owning subsidiaries to ISOC. The
above presentation includes the entities that were contributed to ISOC.
In November 2016, pursuant to the Contribution Agreement, the ownership interest in Tankers International L.L.C. ("TI LLC Joint Venture"), a joint
venture in which the Parent owned a less than 50% interest, was transferred from The Parent to ISOC.
General and administrative expenses reimbursed to OSG Ship Management (UK) Ltd.
Interest income on intercompany loan with OSG Ship Management Manila Inc.
Total included in other income/(expense)
For the year ended December 31,
2016
2017
2015
$
$
- $
131
131 $
(1,691) $
74
(1,617) $
(3,293)
176
(3,117)
The Parent reimbursed its wholly owned subsidiary, OSG Ship Management (UK) Ltd., for general and administrative costs incurred. In November 2016, pursuant
to the Contribution Agreement, the ownership interest in OSG Ship Management (UK) Ltd. was transferred from The Parent to ISOC.
The Parent has a loan receivable from OSG Ship Management Manila Inc., which was entered into to finance the purchase of an office building in Manila. This
loan bears interest at 4% per annum and is repayable on demand. Included in intercompany receivables of the condensed balance sheets are the outstanding
principal balance of $1,764 as of December 31, 2017 and 2016 and accrued interest balances of $91 and $3 as of December 31, 2017 and 2016, respectively.
Interest income for the years ended December 31, 2017, 2016 and 2015, amounted to $131, $74 and $176, respectively.
As of December 31,
Amounts due from related companies:
ISOC
OSG Ship Management Manila Inc.
Reliance Shipping B.V. (1)
Spirit Shipping B.V. (1)
Shirley Tanker SRL (1)
Intercompany loans receivable and accrued interest:
OSG Ship Management Manila Inc.
Intercompany receivables
(1) These companies have been dissolved.
113
International Seaways, Inc.
2017
2016
- $
1,271
-
-
-
1,855
3,126 $
72,972
782
73
114
163
1,767
75,871
$
$
As of December 31,
Amounts due to related companies:
OIN Delaware LLC
OSG-NNA Ship Management Services Inc.
Intercompany payables
2017
2016
$
$
100 $
43
143 $
100
55
155
In accordance with the terms of the 2017 Debt Facilities, ISOC is permitted to pay cash dividends to the Parent at the times and in the amounts necessary for the
Parent to pay its operating expenses and other similar corporate overhead costs and expenses incurred in the ordinary course of its business. ISOC made cash
distributions totaling $487,260 to the parent including earnings distributions of $322,092 and $165,168 return of capital, for the year ended December 31, 2017 to
cover such costs and to fund the repayment of the INSW facilities. The earnings distributions and return of capital distributions received by the Parent are reflected
in the condensed statement of cash flows as cash flows from operating activities and investing activities, respectively.
During 2016 and 2015, the Company paid earnings distributions to OSG of $202,000 and $200,000, respectively. The earnings distributions are reflected in the
condensed statement of cash flows as cash flows used in financing activities.
NOTE D —GUARANTEES:
See Note 6, “Equity Method Investments,” and Note 12, “Related Parties” to the Company’s consolidated financial statements set forth in Item 8, “Financial
Statements and Supplementary Data,” for information relating to the Parent guarantees.
The Parent has also issued performance guarantees under lease agreements for certain vessels chartered in by subsidiaries of ISOC.
NOTE E —CONTINGENCIES:
See Note 20, “Contingencies,” to the Company’s consolidated financial statements set forth in Item 8, “Financial Statements
and Supplementary Data,” for information with respect to the Parent’s contingencies.
114
International Seaways, Inc.
EXHIBIT 10.18
1. Background .
International Seaways Ship Management LLC
Supplemental Executive Savings Plan
The purpose of this International Seaways Ship Management LLC Supplemental Executive Savings Plan (the “ INSW SERP ”) is to provide certain
supplemental benefits to the employees of International Seaways, Inc. (“ INSW ”) and/or International Seaways Ship Management LLC identified on Schedule A
hereto (collectively, the “ Transferred Employees ”) which accrued through November 30, 2016 under the OSG Ship Management, Inc. Supplemental Executive
Savings Plan dated January 1, 2006 as amended from time to time (as so amended, the “ OSG SERP ”). In connection with the spin-off of INSW from Overseas
Shipholding Group, Inc. (“ OSG ”) effective as of November 30, 2016, and that certain Employee Matters Agreement by and among OSG and INSW dated as of
such date, INSW assumed the obligations of OSG under the OSG SERP with respect to the Transferred Employees. Schedule A shows the Supplemental Account
of each Transferred Employee as of November 30, 2016.
This INSW SERP sets forth the term and conditions applicable to the Supplemental Accounts of the Transferred Employees and is intended to continue
the terms for payment and distribution of such Supplemental Accounts in substantially all respects as were provided by the OSG SERP. Except for Earnings credits
to Supplemental Accounts, no further deferrals or contributions shall be made to the Supplemental Accounts. In addition, no one other than the Transferred
Employees shall be entitled to participate in this INSW SERP. Reference should be made to the OSG SERP for the terms and conditions under which the
Supplemental Accounts of the Transferred Employees under the OSG SERP accumulated up to November 30, 2016.
2. Definitions . For purposes of the INSW SERP, the following definitions, in addition to those set forth in Section 1 above, apply:
a. “ Affiliate ” means any entity affiliated with the Company within the meaning of Section 414(b) of the Code with respect to members of the
controlled group of corporations, Section 414(c) of the Code with respect to trades or businesses under common control with the Company,
Section 414(m) of the Code with respect to affiliates service groups and any other entity required to be aggregated with the Company under
Section 414(o) of the Code, except for the purposes of applying the provisions hereof with respect to the limitations on benefits, Section 415(h)
of the Code shall apply. No entity shall be treated as an Affiliate for any period during which it is not part of the controlled group, under
common control or otherwise required to be aggregated under Section 414 of the Code, except as may otherwise be determined by the Board and
set forth in resolutions of the Board.
b. “ Beneficiary ” means, unless otherwise specified by the Participant in a written election filed with the Committee upon such form and in
such manner as specified by the Committee, the person or persons (if any) effectively designated by the Participant under the Savings Plan (or
otherwise determined under the terms of the Savings Plan if no such designation is made) to receive his or her benefits under the Savings Plan in
the event of the Participant’s death.
c. “ Board ” means the Board of Managers of the Company.
d. “ Code ” means the Internal Revenue Code of 1986, as amended.
e. “ Committee ” means the Committee of at least two (2) individuals appointed by the Board for purposes of administering the INSW SERP,
or any successor committee. If a Participant serves on the Committee, such Participant shall not be authorized to make any determination or
decisions with respect to his or her participation hereunder.
f. “ Company ” means International Seaways Ship Management LLC, a Delaware limited liability company, and any successor by merger,
consolidation, purchase or otherwise.
g. “ Earnings ” means earnings credited to Supplemental Accounts pursuant to Section 4 hereof.
h. “ Effective Date ” shall be as of November 30, 2016.
i. “ Employer ” means the Company and any Affiliate.
j. “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.
k. “ Key Employee ” means an employee as defined in Section 416(i) of the Code without regard to paragraph (5) thereof.
l. “ Participant ” means any Transferred Employee who has a balance in his Supplemental Account.
m. “ INSW SERP ” or “ Plan ” means the International Seaways Ship Management LLC Supplemental Executive Savings Plan, as amended
from time to time.
n. “ Savings Plan ” means the International Seaways Ship Management LLC Saving Plan, as amended through the date hereof (or any
successor thereto).
o. “ Supplemental Account ” means the aggregate accounts credited to a Transferred Employee under the OSG SERP up to the Effective
Date, as set forth on Schedule A, and assumed by the Company under this Plan, together with Earnings credited thereon under this Plan.
p. “ Termination of Employment ” means a Participant incurring a “separation form service” (within the meaning of Code Section 409A)
from the Employer for any reason whatsoever, including but not limited to death, disability, retirement, resignation or involuntary termination.
Notwithstanding the foregoing, a Termination of Employment shall not be deemed to occur if a Participant transfers to, or otherwise
immediately commences employment with another Employer until such Participant incurs a Termination of Employment with all Employers. If
an Affiliate ceases to be an Affiliate, a Participant who is employed by such entity will not be deemed to incur a Termination of Employment
solely as a result of such change in status unless and until the Committee determines, in its sole discretion, that such Participant has incurred a
Termination of Employment and when such Termination of Employment is deemed to have occurred.
To the extent not inconsistent with the foregoing definitions and the terms hereof, any defined terms used in this INSW SERP shall have the same
meaning as in the Savings Plan.
3. Participation .
No person shall be eligible to participate in this INSW SERP other than the Transferred Employees. Further, no amounts shall be credited to the
Supplemental Accounts of the Transferred Employees other than Earnings pursuant to Section 4 hereof.
4. Supplemental Benefits .
Schedule A shows the Supplemental Account of each Transferred Employee as of the Effective Date. No amounts shall be credited to the Supplemental
Accounts of the Transferred Employees other than Earnings as set forth in the following sentence. The Supplemental Account of each Transferred Employee shall
be credited with Earnings on the undistributed portion of such Supplemental Account balance at the rate of 2.98% per
annum
from the Effective Date until the date
of the Participant’s Termination of Employment.
5. Payment of Supplemental Accounts .
a. Except as set forth below, a Participant’s Supplemental Account shall be paid to him (or his Beneficiary in the event of his death) in a
single lump sum within ninety (90) days following his Termination of Employment.
b. Except in the case of a distribution made on account of the death of a Participant, the Supplemental Account of a Participant who is a
Key Employee shall be paid to him in a single lump sum within thirty (30) days following the date that is six (6) months after the date
of his Termination of Employment.
6. Claims Procedure .
a. Any claim by a Participant or former Participant or Beneficiary (“ Claimant ”) with respect to eligibility, participation, contributions,
benefits or other aspects of the operation of the Plan shall be made in writing to the Committee for such purpose. The Committee shall
provide the Claimant with the necessary forms and make all determination as to the right of any person to a disputed benefit. If a
Claimant is denied benefits under the INSW SERP, the Committee shall notify the Claimant in writing of the denial of the claim within
ninety (90) days after the Committee receives the claim, provided that in the event of special circumstances such period may be
extended. The ninety (90) day period may be extended up to ninety (90) days (for a total of one hundred eight (180) days).
If the initial ninety (90) day period is extended, the Committee shall notify the Claimant in writing within ninety (90) days of receipt of the
claim. The written notice of extension shall indicate the special circumstances requiring the extension of time and provide the date by which the
Committee expects to make a determination with respect to the claim. If the extension is required due to the Claimant’s failure to submit
information necessary to decide the claim, the period for making the determination will be tolled from the date on which the extension notice is
sent to the Claimant until the earlier of (i) the date on which the Claimant responds to the Committee’s request for information, or (ii) expiration
of the forth-five (45) day period commencing on the date that the Claimant is notified that the requested additional information must be
provided. If notice of the denial of a claim is not furnished within the required time period described herein, the claim shall be deemed denied as
of the last day of such period.
If the claim is wholly or partially denied, the notice to the Claimant shall set forth:
(i)
the specific reason or reasons for the denial;
(ii)
specific reference to pertinent INSW SERP provisions upon which the denial is based;
(iii)
(iv)
a description of any additional material or information necessary for the Claimant to complete the claim request and an explanation of
why such material or information is necessary;
appropriate information as to the steps to be taken and the applicable time limits if the Claimant wishes to submit the adverse
determination for review; and
(v)
a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse determination on review.
b.
If the claim has been wholly or partially denied, the Claimant may submit the claim for review by the Committee. Any request for review of a
claim must be made in writing to the Committee no later than sixty (60) days after the Claimant receives notification of denial or, if no
notification was provided, the date that the claim is deemed denied. The Claimant or his or her authorized representative may
(i)
(ii)
upon request and free of charge, be provided with reasonable access to, and copies of, relevant documents, records and other information
relevant to the Claimant’s claim; and
submit written comments, documents, records and other information relating to the claim. The review of the claim determination shall
take into account all comments, documents, records and other information submitted by the Claimant relating to the claim, without regard
to whether such information was submitted or considered in the initial claim determination.
c. The decision of the Committee shall be made within sixty (60) days after receipt of the Claimant’s request for review, unless special
circumstances (including, without limitation, the need to hold a hearing) require an extension. In the event of special circumstances, the sixty
(60) day period may be extended for a period of up to one hundred twenty (120) days.
If the initial sixty (60) day period is extended, the Committee shall, within sixty (60) days of receipt of the claim for review, notify the Claimant
in writing. The written notice of extension shall indicate the special circumstances requiring the extension of time and provide the date by which
the Committee expects to make a determination with respect to the claim upon review. If the extension is required due to the Claimant’s failure
to submit information necessary to decide the claim, the period for making the determination will be tolled from the date on which the extension
notice is sent to the Claimant until the earlier of (i) the date on which the Claimant responds to the INSW SERP’s request for information, or (ii)
expiration of the forty-five (45) day period commencing on the date that the Claimant is notified that the requested additional information must
be provided. If notice of the decision upon review is not furnished with in the required time period described herein, the claim on review shall be
deemed denied as of the last day of such period.
The Committee, in its sole discretion, may hold a hearing regarding the claim and request that the Claimant attend. If a hearing is held, the
Claimant shall be entitled to be represented by counsel.
d. The Committee’s decision upon review on the Claimant’s claim shall be communicated to the Claimant in writing. If the claim upon review is
denied, the notice to the Claimant shall set forth:
(i)
the specific reason or reasons for the decision, with references to the specific INSW SERP provision on which the determination is based;
(ii)
a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents,
records and other information relevant to the claim; and
(iii)
as statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA.
e. The Committee shall have the full power and authority to interpret, construe and administer this INSW SERP in its sole discretion based on the
provision of the INSW SERP and to decide any questions and settle all controversies that may arise in connection with the INSW SERP. The
Committee’s interpretations and construction thereof, and actions thereunder, made in the sole discretion of the Committee, including any
valuation of the Supplemental Accounts, any determination under this Section 5, or the amount of the payment to be made hereunder, shall be
final, binding and conclusive on all persons for all persons. No member of the Board or Committee shall be liable to any person for any action
take or omitted in connection with the interpretation and administration of this INSW SERP.
f.
The claims procedures set forth in this section are intended to comply with United Sates Department of Labor Regulation Section 2560.503-1
(the “ Labor Regulation ”) and should be construed in accordance with such regulation. In no event shall it be interpreted as expanding the
rights of Claimants beyond what is required by the Labor Regulation. The Committee may at any time alter the claims procedure set forth above,
so long as the revised claims procedure complies with ERISA, and the regulations issued thereunder.
7. Construction of INSW SERP .
a. This INSW SERP is “unfunded” and Supplemental Accounts payable hereunder shall be paid by the Employer out of its general assets.
Participants and their designated Beneficiaries shall not have any interest in any specific asset of the Employer as a result of this INSW
SERP. Nothing contained in this INSW SERP and no action taken pursuant to the provision of this INSW SERP shall create or be
construed to create a trust of any kind, or a fiduciary relationship amongst any Employer, the Committee, and the Participants, their
designated Beneficiaries or any other person. To the extent that any person acquires a right to receive payments from any Employer
under this INSW SERP, such right shall be no greater than the right of any unsecured general creditor of the Employer. The Employer
may, in its sole discretion, establish a “rabbi trust” to pay Supplemental Accounts hereunder.
b. All expenses incurred in administering the INSW SERP shall be paid by the Employer.
8. Limitation of Rights . Nothing contained herein shall be construed as conferring upon a Participant the right to continue in the employ of any
Employer as an executive or in any other capacity or to interfere with the Employer’s right to discharge him or her at any time for any reason
whatsoever.
9. Payment Not Salary . Any Supplemental Account payable under this INSW SERP shall not be deemed salary or other compensation to a Participant
for the purposes of computing benefits to which he or she may be entitled under any pension plan or other arrangement of any Employer for the
benefit of its employees.
10. Severability . In case any provision of this INSW SERP shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but this INSW SERP shall be construed and enforced as if such illegal and invalid provision never existed.
11. Withholding . All payments under this INSW SERP shall be subject to the withholding of such amounts relating to federal, state or local taxes as
each Employer may reasonably determine it should withhold based on applicable law or regulations.
12. Assignment . This INSW SERP shall be binding upon and inure to the benefit of the Employers, their successors and assigns and the Participants and
their heirs, executors, administrators and legal representatives. In the event that any Employer sells or transfers all or substantially all of the assets of
its business and the acquirer of such assets assumes the obligations hereunder, the Employer shall be released from any liability imposed herein and
shall have no obligation to provide any benefits payable hereunder.
13. Non-Alienation of Benefits . The benefits payable under this INSW SERP shall not be subject to alienation, transfer, assignment, garnishment,
execution or levy of any kind, and any attempt to cause any benefits to be so subjected shall not be recognized.
14. Governing Law . This INSW SERP shall be governed by ERISA, and, if any provision hereof is in violation of any applicable requirements of
ERISA or the Code, the Company reserves the right to retroactively amend the INSW SERP to comply therewith. To the extent not governed by
ERISA, the INSW SERP shall be governed by the laws of the State of New York, without regard to conflict of law provisions.
15. Amendment or Termination of Plan . The Board (or a duly authorized committee thereof), or a person designated by the Board may, in his, her or
its sole and absolute discretion, amend the INSW SERP from time to time and at any time in such manner as he, she or it deems appropriate or
desirable, and the Board (or a duly authorized committee thereof) or a person designated by the Board may, in his, her or its sole and absolute
discretion, terminate the INSW SERP for any reason or no reason from time to time and at any time in such manner as it deems appropriate or
desirable. Each Employer may withdraw from the INSW SERP at any time, in which case it shall be deemed to maintain a separate plan for
Participants who are its employees identical to this INSW SERP except that such Employer shall be deemed to be the Company for all purposes. No
amendment, termination or withdrawal shall reduce or terminate the then-vested Supplemental Account of any Participant or Beneficiary.
Notwithstanding any amendment, termination or withdrawal, the Employer shall not distribute a Participant’s vested Supplemental Account prior to
the Participant’s Termination of Employment.
16. Non-Exclusivity . Nothing contained herein shall be construed as creating any limitation son the power of the Employer to adopt such other
supplemental retirement income arrangements as it deems desirable, and such arrangements may be either generally applicable or limited in
application.
17. Non-Employment . This INSW SERP is not an agreement of employment and it shall not grant the employee any rights of employment.
18. Gender and Number . Wherever used in this INSW SERP, the masculine shall be deemed to include the feminine (and vice versa) and the singular
shall be deemed to include the plural, unless the context clearly indicates otherwise.
19. Headings and Captions . The headings and captions herein are provided for reference and convenience only. They shall not be considered part of
the INSW SERP and shall not be employed in the construction of the INSW SERP.
20. Interpretation of the Plan . The Committee shall have the authority to adopt, alter or repeal such administrative rules, guidelines and practices
governing the INSW SERP and perform all acts as it shall from time to time deem advisable; to construe and interpret the terms and provisions of the
INSW SERP; and to otherwise supervise the administration of the INSW SERP.
21. Section 409A . The INSW SERP is intended to comply with the requirements of Code Section 409A and, to the extent consistent with the
requirements of Code Section 409A and the guidance issued thereunder, shall be construed to avoid any penalty sanctions under Code Section 409A.
If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Code Section 409A, then such
benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. In the event that any provision of
the Plan is determined by the Committee, in its sole discretion, to not comply with the requirements of Code Section 409A, the Committee shall, in
its sole discretion, have the authority to take such actions and to make such interpretations or changes to the Plan as the Committee deems necessary,
regardless of whether such actions, interpretations, or changes shall adversely affect a Participant, subject to the limitations, if any, of applicable law.
In no event whatsoever shall the Employer or the Committee be liable for any additional tax, interest or penalties that may be imposed on any
Participant by Code Section 409A or any damages for failing to comply with Code Section 409A. For purposes of Code Section 409A, each payment
made under this Plan shall be treated as a separate payment. Except to the extent expressly permitted by the Plan, in no event may a Participant,
directly or indirectly, designate the calendar year of payment.
22. Entire Agreement . This INSW SERP, along with the Participant’s elections hereunder, constitutes the entire agreement between the Employer and
the Participants pertaining to the subject matter herein and supersedes any other plan or agreement, whether written or oral, pertaining to the subject
matter herein. No agreements or representations, other than as set forth herein, have been made by the Company or the Employer with respect to the
subject matter herein.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company has caused this INSW SERP to be executed and adopted the 26th day of December, 2017.
INTERNATIONAL SEAWAYS SHIP MANAGEMENT LLC
By:
Name:
Title:
/s/James D. Small III
James D. Small III
Chief Administrative Officer, Senior Vice President, Secretary, General Counsel and
Manager
SCHEDULE A
Transferred Employee
Supplemental Account Balance as of
the Effective Date
Basu, Amitava
No, Yun Ho
Hu, Haitao
Novellino, Barbara
Zabrocky, Lois
$
$
$
$
$
39,108.89
17,728.28
130,053.23
9,504.57
185,655.48
EURONAV NV
December 20, 2017
EXHIBIT 10.19
PRIVATE AND CONFIDENTIAL
International Seaways, Inc.
c/o International Seaways Ship Management LLC
600 Third Avenue 39th Floor
New York, NY 10016
Re:
Binding Letter of Intent
Dear Lois and Jeff,
The purpose of this binding letter of intent (this “ LOI ”) is to confirm and set forth the terms and conditions of an agreement between Euronav NV, a limited
liability company incorporated under the laws of Belgium (“ Euronav ”), and International Seaways, Inc., a corporation incorporated under the laws of the Marshall
Islands (“ Seaways ” and together with Euronav, the “ Parties ”, and each a “ Party ”), relating to the Acquisition (as defined in paragraph 1).
2. Acquisition and Consideration . Concurrently with the execution and delivery of this LOI, Euronav has entered into an agreement and plan of
merger (the “ GNRT Agreement ”) pursuant to which a subsidiary of Euronav will merge with and into Gener8 Maritime, Inc. (“ GNRT ”) and
GNRT will become a wholly owned subsidiary of Euronav (such transaction, the “ GNRT Transaction ”). Subject to the terms and conditions set
forth herein, Euronav agrees to sell, and Seaways agrees to purchase, directly or indirectly, all right, title and interest in and to all of the issued
and outstanding shares of Gener8 Maritime Subsidiary VII Inc. (“ HoldCo ”), a corporation incorporated under the laws of the Marshall Islands,
for the purchase price set forth on Exhibit A (the “ Purchase Price ”), net of assumed debt (such transaction, the “ Acquisition ”). Euronav
represents and warrants that it has been advised by GNRT that HoldCo is the sole member of each of the Marshall Islands limited liability
companies identified on Exhibit A (collectively, the “ SPVs ”), and each of the SPVs in turn holds title to the vessel listed next to its name on
Exhibit A (each, a “ Vessel ”, and collectively, the “ Vessels ”) and that, to its knowledge, neither HoldCo nor any of the SPVs has, or has had,
any material assets, liabilities or operations other than the Vessels and financing obligations relating thereto. The net Purchase Price shall be
payable in cash at the closing of the Acquisitions (the “ Closing ”).
3. Representations and Warranties of the Parties . Each Party represents and warrants to the other that as of the execution and delivery of this
LOI:
a.
it is a limited liability company or a corporation, as the case may be, duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization, and has the requisite organizational power and authority to carry on its business as it is now
being conducted and to own, lease and operate its properties;
b.
it has the requisite organizational power and authority to execute and deliver this LOI and to perform its obligations hereunder;
c.
the execution and delivery by it of this LOI have been duly authorized by all necessary limited liability company action or corporate
action, as the case may be, and this LOI constitutes a valid and binding obligation of it enforceable against it in accordance with its
terms; and
d.
neither the execution and delivery by it of this LOI, nor the consummation by it of the transactions contemplated hereby, will
contravene, conflict with or constitute a violation of any provision of (a) its organizational or governing documents or (b) any contract
to which it is a party, subject to, in the case of Euronav, receipt of the consents and approvals required under paragraph 3(g).
4. Conditions to Closing . The obligation of Seaways, and, with respect to part (i) of paragraph 3(a) only, Euronav, to consummate the Acquisition
shall be subject to the following conditions:
1.
2.
(i) consummation of the GNRT Transaction (ii) on terms that do not materially impede, interfere with, prevent, delay or limit the economic
benefit to Seaways of the Acquisition;
amendment of Seaways’ existing term loan credit facility as required to finance and/or consummate the Acquisition, on terms and conditions
reasonably acceptable to Seaways;
3. Seaways’ receipt of financing necessary to consummate the Acquisition, including from third-party financing and/or the assumption of the debt
currently secured by the Vessels, in each case on terms and conditions reasonably acceptable to Seaways;
4.
completion of Seaways’ due diligence, as provided in paragraph 5, to its reasonable satisfaction;
5.
6.
7.
execution and delivery by Seaways and Euronav of (i) a stock purchase agreement providing for the Acquisition on terms and conditions
reasonably satisfactory to Seaways, including as necessary to reflect the specific terms set forth herein and to contain customary representations
and warranties with respect to true and accurate disclosure by Euronav and (ii) any necessary related agreements ((i) and (ii) collectively, the “
Stock Purchase Agreement ”), and the satisfaction or waiver of the customary closing conditions set forth therein;
receipt of all required regulatory approvals, including, without limitation, any anti-trust or anti-competition approvals; and
receipt of all third-party consents and approvals necessary for Euronav to sell HoldCo.
4. Reasonable Best Efforts . Each of Euronav and Seaways shall use its reasonable best efforts to satisfy the conditions provided in paragraph 3
and to consummate the Acquisition in a timely manner subject to consummation of the GNRT Transaction; provided
that such efforts shall not
require Seaways to expend any monies or deliver anything of value which Seaways determines would be unreasonably material, in order to
obtain any consent or approval required under paragraph 3. Each of Euronav and Seaways shall use its reasonable best efforts to negotiate,
prepare and execute within ninety (90) days from the date hereof the definitive Stock Purchase Agreement. Euronav agrees not to amend,
modify, terminate or waive any provision set forth in the GNRT Agreement, or otherwise take any action, that would reasonably be expected to
impede, interfere with, prevent, delay or limit the economic benefit to Seaways of the Acquisition or the other transactions contemplated hereby.
5. Due Diligence . Following the execution of this LOI, and until the earlier of (a) the termination of this LOI in accordance with paragraph 7 and
(b) the Closing, Euronav shall and shall cause GNRT to permit Seaways and Seaways’ attorneys, financial advisors, accountants and other
representatives and agents to conduct a due diligence investigation of HoldCo, the SPVs, the Vessels, any third-party debt secured by such
Vessels and any related contractual arrangements (including but not limited to charter, pool or vessel management agreements), and in
connection therewith, Euronav shall, and shall cause GNRT to, (i) provide (and cause its officers and other representatives to provide) such
assistance and cooperation as is reasonably requested by Seaways, (ii) provide Seaways and its representatives full access to (A) the accounting
books and other business and financial records, plans, reports and documents related to HoldCo, the SPVs, their respective current and former
assets, liabilities and operations, the Vessels and all other information reasonably requested by Seaways, including but not limited to: the
complete vessel building contracts, technical records, specification and makers list, copies of all correspondence and notes pre- and post-delivery
with the manager, owner and shipyard in respect of the Vessels’ performance and all warranty issues, disputes and claims and (B) each Vessel’s
superintendent employed by the third party ship manager and (iii) use reasonable best efforts to provide Seaways and its representatives
reasonable access to no fewer than two (2) of the Vessels, selected by Seaways in consultation with Euronav.
6. Exclusivity . Following the execution and delivery of this LOI, and until the termination of this LOI in accordance with paragraph 7, Euronav
shall not, and shall cause GNRT not to directly or indirectly solicit, encourage, facilitate, discuss, entertain or accept any other inquiry, offer, bid,
proposal or expression of interest to (i) purchase any of the SPVs, the Vessels or HoldCo or (ii) enter into any other transaction which would
reasonably be expected to impede, interfere with, prevent, delay or limit the economic benefit to Seaways of the Acquisitions or the other
transactions contemplated hereby.
7. Termination . The provisions of this LOI shall terminate on the earliest to occur of (a) termination of the GNRT Agreement in accordance with
its terms, (b) breach by a Party of any representation, warranty, covenant or agreement set forth in this LOI notified by the non-breaching Party
announcing its intent to terminate, provided that if curable, such termination shall not occur if such breach has been cured within a period of ten
(10) days following such notification, (c) delivery of written notice by either Party on or after March 31, 2018; provided
the Party seeking to
terminate this LOI is not then in material breach hereof, or (d) execution and delivery of the Stock Purchase Agreement by each of Euronav and
Seaways. In the event of such termination, the provisions of this LOI shall terminate and be of no further force or effect, other than paragraphs 7
through 17 which shall survive termination.
8. Break-Up Fee . In the event that this LOI has been terminated pursuant to (i) paragraph 7(a), (ii) paragraph 7(b) due to a breach by Euronav of
this LOI, or (iii) paragraph 7(c), other than as the direct result of a failure of one of the conditions set forth in paragraph 3(b), 3(c), 3(d), 3(e) (but
only as a result of Seaways’ failure to execute a Stock Purchase Agreement that is reasonably satisfactory to it) or 3(f), and provided that in the
case of a termination pursuant to clause (i), (ii) or (iii) above, Euronav has received a break-up fee under the GNRT Agreement or if the GNRT
Transaction is consummated (unless termination of the LOI shall be attributable to actions or inactions of Seaways), then Euronav shall pay to
Seaways a break-up fee equal to $5,000,000, by wire transfer of immediately available U.S. dollar funds, within two (2) business days following
such termination or consummation of the GNRT Transaction, as the case may be. In the event this LOI shall terminate under any other
circumstance, Euronav shall have no other liability hereunder. In the event this LOI shall terminate under any circumstance other than as a result
of a breach by Seaways of any representation, warranty, covenant or agreement set forth in this LOI, Seaways shall have no liability hereunder.
9. Fees and Expenses . Except as provided in paragraph 8, Euronav and Seaways shall each bear its own fees and expenses, including, without
limitation, fees and expenses of financial, legal and accounting advisers and other outside consultants, incurred in connection with the
preparation, negotiation and execution of this LOI or otherwise related to the transactions contemplated hereby.
10. Confidentiality . Subject to paragraph 12, this LOI and the matters set forth herein, including the parties’ interest in pursuing the Acquisition,
are Confidential Information as defined by that certain confidentiality agreement dated November 22, 2017, by and between Euronav and
Seaways, and shall be governed by the terms and conditions set forth therein.
11. No Third Party Beneficiaries . Except as specifically set forth or referred to herein, nothing in this LOI is intended or shall be construed to
confer upon any person or entity other than Euronav and Seaways and their respective successors or assigns, any rights or remedies under or by
reason of this LOI.
12. Public Announcements . Euronav and Seaways shall work together to coordinate public but separate announcements of the transactions
contemplated by this LOI (which have been approved by GNRT), to be released as concurrently as possible with (but in no event prior to) the
announcement made by Euronav that it has signed a definitive agreement in connection with the GNRT Transaction (provided that reference to
the transactions contemplated by this LOI (including Seaways involvement therewith) may be included in the public announcement made in
connection with the GNRT Transaction without such consent. Notwithstanding the foregoing, except as and to the extent required by law or to
effectuate the Acquisition, each of Euronav and Seaways agrees not to make any other public announcements concerning the subject of this LOI
without the prior written consent of the other Party and GNRT, and each Party shall direct its representatives not to make, directly or indirectly,
any press release, public comment, statement or other communication or announcement with respect to the Acquisition between the Parties or
any of the terms, conditions or other aspects of the transactions contemplated by this LOI. To the extent any such disclosure is required by law,
the party required to disclose such information shall notify the other party in writing and obtain its consent to the form and content of such
disclosure (which consent shall not be unreasonably withheld, conditioned or delayed).
13. Assignment . Neither Euronav nor Seaways may assign any of its rights, interests or obligations under this LOI without the prior written
approval of the other party. Notwithstanding the prior sentence, (i) Seaways may assign to any of its affiliates any or all of Seaways’ rights or
interests hereunder and (ii) Euronav may assign to any of its affiliates any or all of Euronav’s rights or interests hereunder; provided
in each case
that any such assignment shall not relieve the assigning Party of its obligations hereunder.
14. Specific Performance . Each of Euronav and Seaways agrees that irreparable damage to the other party would occur in the event that the
provisions of this LOI were not performed in accordance with their specific terms or otherwise were breached. Accordingly, each party agrees
that the other party shall be entitled to equitable relief to enjoin and prevent breaches of such provisions and to specifically enforce the terms of
such provisions, without posting any bond or other security.
15. Governing Law . This LOI shall be governed and construed in accordance with the laws of the State of New York. Each of Euronav and
Seaways irrevocably agrees that any legal action or proceeding arising out of or relating to this LOI brought by either party or its successors or
permitted assigns shall be brought and determined exclusively in any federal court of the Southern District of New York or, if such court does
not have jurisdiction, any state court located in New York County, State of New York, and each party (a) hereby irrevocably submits to the
exclusive jurisdiction of the aforesaid courts for itself with regard to any such action or proceeding arising out of or relating to this LOI or the
transactions contemplated hereby, (b) waives any objection (by way of motion, as a defense or otherwise) of improper venue in any such legal
action, suit or proceeding in such courts, and (c) waives any objection (by way of motion, as a defense or otherwise) that such courts are an
inconvenient forum or do not have jurisdiction over any party hereto. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES
TO THIS LOI WAIVE TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT BY OR ON BEHALF OF ANY
PARTY ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS LOI.
16. Modification and Amendment . This LOI may be modified or amended only by a written instrument executed by each of Euronav and
Seaways. If any term, provision covenant or restriction of this LOI is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions of this LOI shall remain in full force and effect to the fullest
extent possible and shall in no way be affected, impaired or invalidated.
17. Counterparts . This LOI may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one
and the same instrument. A facsimile copy or electronic Portable Document Format (.pdf) file of any executed counterpart hereof will have the
same legal effect as the original.
Sincerely,
EURONAV NV
By:
/s/ H. de Stoop
Name: H. de Stoop
Title: CFO
By:
/s/ Egied Verbeeck
Name: Egied Verbeeck
Title: General Counsel
Agreed and Accepted on the terms set forth above:
INTERNATIONAL SEAWAYS, INC.
By:
/s/ Jeffrey D. Pribor
Name:
Jeffrey D. Pribor
Title:
SVP and CFO
SPV Name
Gener8 Strength LLC
Gener8 Supreme LLC
Gener8 Success LLC
Gener8 Andriotis LLC
Gener8 Chiotis LLC
Gener8 Miltiades LLC
TOTAL
Vessel Name
Gener8 Strength
Gener8 Supreme
Gener8 Success
Gener8 Andriotis
Gener8 Chiotis
Gener8 Miltiades
EXHIBIT A
Year Build
Agreed Value (in
millions of USD)
2015
2016
2016
2016
2016
2016
69
73
73
73
73
73
434
SUBSIDIARIES OF INTERNATIONAL SEAWAYS, INC.
EXHIBIT 21
The following table lists all subsidiaries of International Seaways, Inc. and all companies in which the registrant directly or indirectly owns at least a 49% interest,
except for certain companies and subsidiaries which, if considered in the aggregate as a single entity, would not constitute a significant entity. All of the entities
named below are corporations, unless otherwise noted.
Company
Africa Tanker Corporation
Alcesmar Limited
Alcmar Limited
Amalia Product Corporation
Ambermar Product Carrier Corporation
Andromar Limited
Antigmar Limited
Ariadmar Limited
Atalmar Limited
Athens Product Tanker Corporation
Aurora Shipping Corporation
Batangas Tanker Corporation
Cabo Hellas Limited
Cabo Sounion Limited
Caribbean Tanker Corporation
Carl Product Corporation
Clean Products International Ltd.
Concept Tanker Corporation
Delta Aframax Corporation
Eighth Aframax Tanker Corporation
Epsilon Aframax Corporation
ERN Holdings Inc.
First Pacific Corporation
First Union Tanker Corporation
Front President Inc.
Front Tobago Shipping Corporation
Goldmar Limited
Hatteras Tanker Corporation
International Seaways Operating Corporation
International Seaways Ship Management LLC
Jademar Limited
Katsura Tanker Corporation
Kimolos Tanker Corporation
Kythnos Chartering Corporation
Leyte Product Tanker Corporation
Lightering LLC
Luxmar Product Tanker Corporation
Majestic Tankers Corporation
Maple Tanker Corporation
Maremar Product Tanker Corporation
Milos Product Tanker Corporation
Mindanao Tanker Corporation
Montauk Tanker Corporation
Oak Tanker Corporation
Oceania Tanker Corporation
OIN Chartering, Inc.
OIN Delaware LLC
Oleron Tanker S.A.
OSG Clean Products International, Inc.
Where Incorporated,
Organized or Domiciled
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Panama
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Delaware (1)
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Liberia (2)
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Delaware (1)
Panama
Marshall Islands
Company
OSG-NNA Ship Management Services, Inc.
OSG Nakilat Corporation
OSG Ship Management (GR) Ltd.
OSG Ship Management (UK) Ltd.
OSG Ship Management Manila, Inc.
Overseas LNG H1 Corporation
Overseas LNG H2 Corporation
Overseas LNG S1 Corporation
Overseas LNG S2 Corporation
Overseas Shipping (GR) Ltd.
Panamax International Ltd.
Panamax International Shipping Company Ltd.
Pearlmar Limited
Petromar Limited
Reymar Limited
Rich Tanker Corporation
Rosalyn Tanker Corporation
Rosemar Limited
Rubymar Limited
Sakura Transport Corp.
Samar Product Tanker Corporation
Seaways Holding Corporation
Seaways Shipping Corporation
Second Katsura Tanker Corporation
Serifos Tanker Corporation
Seventh Aframax Tanker Corporation
Ship Paying Corporation No. 3
Shirley Aframax Corporation
Sifnos Tanker Corporation
Silvermar Limited
Sixth Aframax Tanker Corporation
Skopelos Product Tanker Corporation
Star Chartering Corporation
Third United Shipping Corporation
1372 Tanker Corporation
TI Africa Limited
TI Asia Limited
Tokyo Transport Corp.
Urban Tanker Corporation
View Tanker Corporation
(1) This entity is a Delaware limited liability company.
(2) This entity is a Liberian limited liability company.
Where Incorporated,
Organized or Domiciled
Philippines
Marshall Islands
Marshall Islands
United Kingdom
Philippines
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Liberia
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Hong Kong
Hong Kong
Marshall Islands
Marshall Islands
Marshall Islands
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-215174) of International Seaways, Inc. of our report
dated March 31, 2017, except with respect to the opinion on the financial statement schedule, as to which the date is March 12, 2018 relating to the financial
statements and financial statement schedule, which appears in this Form 10-K.
EXHIBIT 23.1
/s/PricewaterhouseCoopers LLP
New York, NY
March 12, 2018
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-215174) of International Seaways, Inc. of our reports
dated March 12, 2018, with respect to the consolidated financial statements and schedule of International Seaways, Inc. and the effectiveness of internal control
over financial reporting, included in this Annual Report (Form 10-K) of International Seaways, Inc. for the year ended December 31, 2017.
EXHIBIT 23.2
/s/Ernst & Young LLP
New York, NY
March 12, 2018
INTERNATIONAL SEAWAYS, INC. AND SUBSIDIARIES
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) AND 15d-14(a), AS AMENDED
EXHIBIT 31.1
I, Lois K. Zabrocky, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of International Seaways, Inc.;
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;
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 Registrant as of, and for, the periods presented in this report;
The Registrant’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
Registrant and we have:
a.
b.
c.
d.
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 Registrant, 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;
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;
Evaluated the effectiveness of the Registrant’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 report based on such evaluation; and
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the Registrant’s internal control over financial reporting; and
5.
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):
a.
b.
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 Registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control
over financial reporting.
Date: March 12, 2018
/s/ Lois K. Zabrocky
Lois K. Zabrocky
Chief Executive Officer
INTERNATIONAL SEAWAYS, INC. AND SUBSIDIARIES
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) AND 15d-14(a), AS AMENDED
EXHIBIT 31.2
I, Jeffrey D. Pribor, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of International Seaways, Inc.;
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;
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 Registrant as of, and for, the periods presented in this report;
The Registrant’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
Registrant and we have:
a.
b.
c.
d.
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 Registrant, 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;
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;
Evaluated the effectiveness of the Registrant’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 report based on such evaluation; and
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the Registrant’s internal control over financial reporting; and
5.
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):
a.
b.
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 Registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control
over financial reporting.
Date: March 12, 2018
/s/ Jeffrey D. Pribor
Jeffrey D. Pribor
Chief Financial Officer
INTERNATIONAL SEAWAYS, INC. AND SUBSIDIARIES
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
EXHIBIT 32
Each of the undersigned, the Chief Executive Officer and the Chief Financial Officer of International Seaways, Inc. (the “Company”), hereby certifies, to the best
of her/his knowledge and belief, that the Form 10-K of the Company for the annual period ended December 31, 2017 (the “Periodic Report”) accompanying this
certification fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and that the
information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This
certification is provided solely for purposes of complying with the provisions of Section 906 of the Sarbanes-Oxley Act and is not intended to be used for any other
purpose.
Date: March 12, 2018
Date: March 12, 2018
/s/ Lois K. Zabrocky
Lois K. Zabrocky
Chief Executive Officer
/s/ Jeffrey D. Pribor
Jeffrey D. Pribor
Chief Financial Officer