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)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
OR
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 001-06479
OVERSEAS SHIPHOLDING GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware
13-2637623
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)
302 Knights Run Avenue, Tampa, Florida
(Address of principal executive offices)
33602
(Zip Code)
Registrant’s telephone number, including area code: 813-209-0600
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock (par value $0.01 per share)
OSG
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 No
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 No
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 No
Indicate by check mark whether the registrant has submitted electronically 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 No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an 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 ☐
Accelerated filer ☒
Non-accelerated filer ☐
Smaller reporting company
☒
Emerging growth 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.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. □
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of
an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
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 No
The aggregate market value of the common equity held by non-affiliates of the registrant on June 30, 2022, the last business day of the registrant’s most recently completed second
quarter, was $168,843,070, based on the closing price of $2.05 per share of Class A common stock on the NYSE exchange 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% stockholders of the registrant; certain of
such persons disclaim that they are affiliates of the registrant.
As of March 6, 2023, 78,634,829 shares of the issuer’s Class A common stock were outstanding. Excluded from these amounts are penny warrants, which were outstanding as of
March 6, 2023, for the purchase of 3,512,321 shares of Class A common stock without consideration of any withholding pursuant to the cashless exercise procedures.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement to be filed by the registrant in connection with its 2023 Annual Meeting of Stockholders are incorporated by reference in Part III
TABLE OF CONTENTS
Available Information
Forward-Looking Statements
Supplementary Financial Information
PART I
Item 1.
Glossary
Business
Overview and Recent Developments
Fleet Operations
Human Capital
Competition
Environmental and Security Matters
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
Reserved
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
Item 8.
Item 9.
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A.
Controls and Procedures
Item 9B.
Item 9C.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.
Signatures
Other Information
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
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
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References in this Annual Report on Form 10-K to the “Company”, “OSG”, “we”, “us”, or “our” refer to Overseas Shipholding
Group, Inc. and, unless the context otherwise requires or otherwise is expressly stated, its subsidiaries.
OSG is currently a smaller reporting company (“SRC”) under SEC rules. As an SRC, OSG is permitted to omit certain
disclosures; however, we have provided some disclosures that may be omitted, such as disclosures relating to our risk factors.
A glossary of shipping terms 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 on its website, www.osg.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 files such
material with, or furnishes it to, the Securities and Exchange Commission (the “SEC”). Our website and the information
contained on or connected to our website are not incorporated by reference in this Annual Report on Form 10-K.
The Company also makes available on its website its corporate governance guidelines, its code of business conduct, its insider
trading and anti-bribery and corruption policies, and the charters of the Audit, Human Resources and Compensation, and
Corporate Governance and Risk Assessment Committees of the Board of Directors. Except as otherwise noted, neither our
website nor the information contained on or connected to our website 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 within the meaning of the Private Securities Litigation
Reform Act of 1995. In addition, we may make certain forward-looking statements in future filings with the SEC, in press
releases, or in oral or written presentations by representatives of the Company. All statements other than statements of
historical fact 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 by which these statements may
be made. Such forward-looking statements represent the Company’s reasonable expectations with respect to future events or
circumstances based on various factors and are subject to various risks, uncertainties, and assumptions relating to the
Company’s operations, financial results, financial condition, business, prospects, growth strategy and liquidity. However, there
are or will likely 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 inability to attract or retain qualified mariners, as a result of labor shortages, competition to hire mariners, and other influences
on the labor pool and associated costs;
volatility in supply and demand in the crude oil and refined product markets worldwide or in the specialized markets in which the
Company currently trades, which could also affect the nature and severity of certain factors listed below;
uncertain economic, political and governmental conditions in the United States or abroad, and conditions in the oil and natural
gas industry, such as the Russia/Ukraine war, other geopolitical developments, or otherwise;
increasing operating costs, unexpected drydock costs, and/or increasing capital expenses as a result of supply chain limitations,
lack of availability of materials and of qualified contractors and technical experts, the consolidation of suppliers, and inflation;
challenges associated with compliance with complex environmental laws and regulations, including those relating to the emission
of greenhouse gases and ballast water treatment, and corresponding increases in expenses;
work stoppages or other labor disruptions by the unionized employees of the Company or other companies in related industries,
or the impact of any potential liabilities resulting from withdrawal from participation in multiemployer plans;
public health threats, such as the COVID-19 pandemic, which can impact the Company in many ways, including increasing
operating costs to protect the health and safety of the Company’s crew members and others in the industry;
the inability to clear oil majors’ risk assessment processes;
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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 or to generate sufficient cash to service its indebtedness and to comply with debt covenants, allowing
it to maintain capital availability;
the highly cyclical nature of OSG’s industry and significant fluctuations in the market value of our vessels;
the Company’s ability to renew its time charters when they expire or to enter into new time charters, to replace its operating leases
on favorable terms, or to compete effectively for charters;
the loss of or reduction in business with any one of our large customers, changes in credit risk with respect to the Company’s
counterparties on contracts, or the failure of counterparties to meet their obligations;
the Company’s compliance with 46 U.S.C. sections 50501 and 55101 (commonly known as the “Jones Act”) and heightened
exposure to Jones Act market fluctuations, as well as stockholder citizenship requirements imposed on us by the Jones Act, which
result in restrictions on foreign ownership of the Company’s common stock;
limitations on U.S. coastwise trade, the waiver, modification or repeal of the Jones Act limitations, or changes in international
trade agreements; and
the Company’s ability to use its net operating loss carryforwards.
Investors should carefully consider these factors and the additional factors outlined in more detail in this Annual Report on
Form 10-K under the caption “Risk Factors” and in other reports hereafter filed by the Company with the SEC. The Company
assumes no obligation to update or revise any forward-looking statements except as may be required by law. 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 section and in other reports hereafter filed by the Company with the SEC.
NON-GAAP FINANCIAL MEASURES AND SUPPLEMENTARY FINANCIAL INFORMATION
The Company reports its financial results in accordance with generally accepted accounting principles in the United States of
America (“GAAP”). However, the Company has included in this Report 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 measures determined in accordance with GAAP.
The Company presents four non-GAAP financial measures: time charter equivalent (“TCE”) revenues, EBITDA, Adjusted
EBITDA and vessel operating contribution. TCE 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) from continuing operations 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. Vessel operating contribution represents TCE revenues less vessel expenses and charter hire
expenses and is used as a measure to reflect our niche markets, which provide a stable operating platform underlying our total
US Flag operations. Our niche markets include Delaware Bay lightering, MSP vessels and shuttle tankers.
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:
Articulated Tug Barge or ATB—A tug-barge combination system capable of operating on the high seas, coastwise and further
inland. It combines a normal barge, with a bow resembling that of a ship, but having a deep indent at the stern to accommodate
the bow of a tug. The fit is such that the resulting combination behaves almost like a single vessel at sea as well as while
maneuvering.
Ballast— Any heavy material, including water, carried temporarily or permanently in a vessel to provide desired draft and
stability.
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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.
CERCLA—The U.S. Comprehensive Environmental Response, Compensation, and Liability Act.
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”).
CII—Carbon Intensity Indicator, which is calculated as the ratio of the total mass of CO2 emitted from a vessel to the total
transport work undertaken in a given calendar year.
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.
Contracts of Affreightment or COAs—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.
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—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.
EEXI—the Energy Efficiency Existing Ship Index, which requires ship operators to assess their ships’ energy consumption and
CO2 emissions against specific requirements for energy efficiency for each vessel type.
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.
Handysize Product Carrier—A small size Product Carrier of approximately 29,000 to 50,000 deadweight tons. This type of
vessel generally operates on shorter routes (short haul).
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 refers to
those vessels that are registered under a flag other that of the United States.
Jones Act—U.S. law that applies to port-to-port shipments within the continental U.S. and between the continental U.S. and
Hawaii, Alaska, Puerto Rico, and Guam, and restricts such shipments to U.S. Flag Vessels that are built in the United States
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and that are owned by a U.S. company that is more than 75% owned and controlled by U.S. citizens, set forth in 46 U.S.C.
sections 50501 and 55101.
Jones Act Fleet—A fleet comprised of vessels that comply with the Jones Act regulations.
Lightering—The process of off-loading crude oil or petroleum products from large size tankers, typically Very Large Crude
Carriers, 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.
MARAD—The Maritime Administration of the U.S. Department of Transportation.
Maritime Security Program or MSP—The U.S. Maritime Security Program, which ensures that militarily useful U.S. Flag
vessels are available to the U.S. Department of Defense in the event of war or national emergency. These vessels are required to
trade outside the United States but are eligible for government sponsored business. Under the MSP, participants receive an
annual fee in exchange for a guarantee that the vessels will be made available to the U.S. government in the event of war or
national emergency.
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.
MSP vessels—U.S. Flag vessels that participate in the Maritime Security Program.
OPA 90—The U.S. Oil Pollution Act of 1990.
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—Protection and indemnity 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 bareboat charterers.
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.
Recycling—The disposal of vessels by demolition for recycled metal.
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).
Shuttle Tanker—A tanker, usually with special fittings for mooring, which lifts oil from offshore fields and transports it to a
shore storage or refinery terminal on repeated trips.
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.
Tanker Security Program or TSP—The U.S. Tanker Security Program was enacted into law in 2021 and funded by Congress in
2022. The program is expected to be activated in 2023 and MARAD has been accepting applications. The program is designed
to ensure that militarily useful U.S. Flag tank vessels are available to the U.S. Department of Defense in the event of war or
national emergency. The initial program calls for 10 tankers to participate. These vessels are required to meet national defense
and other security requirements and maintain a U.S. presence in international commercial shipping. Under the TSP, participants
receive an annual stipend designed to reduce vessel expenses to a level that will allow them to compete for international
business. Program participation requires that the ships are available to the U.S. government in the event of war or national
emergency.
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Technical Management—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 are voyage
revenues less voyage expenses, serve as an industry standard for measuring and managing fleet revenue and comparing results
between geographical regions and among competitors.
U.S. Flag Fleet — Our Jones Act Fleet together with our MSP vessels.
U.S. Flag Vessel—A vessel that must be crewed by U.S. sailors and owned and operated by a U.S. company.
Vessel Expenses—Includes crew costs, vessel stores and supplies, lubricating oils, maintenance and repairs, insurance and
communication costs associated with the operations of vessels.
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 Time Charter Equivalent
revenues for Voyage Charters.
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PART I
ITEM 1. BUSINESS
OVERVIEW AND RECENT DEVELOPMENTS
Overseas Shipholding Group, Inc., a Delaware corporation incorporated in 1969, and its wholly owned subsidiaries own and
operate a fleet of oceangoing vessels engaged in the transportation of crude oil and petroleum products in the U.S. Flag trade.
At December 31, 2022, the Company owned or operated a fleet of 21 vessels totaling an aggregate of approximately 1.5 million
dwt. 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.osg.com.
OSG primarily charters its vessels to customers for voyages for specific periods of time at fixed daily amounts through time
charters. The Company also charters its vessels for specific voyages at spot rates. Spot market rates are highly volatile due to
market forces, including local and worldwide demand for the commodities carried (such as crude oil or petroleum products),
volumes of trade, distances that the commodities must be transported, 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. Time 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.
The Russia/Ukraine conflict has resulted in economic sanctions against Russia, including the banning or limitation of oil
imports from Russia by certain countries and self-sanctioning by many oil companies and traders. In December 2022, the EU
banned waterborne crude oil imports from Russia and the G7 nations implemented a price cap limiting the global price paid for
Russian oil. Some countries have taken advantage of the current availability of Russian crude oil sold at a discount to world
prices. These circumstances have resulted in the redirection of oil (crude and refined product) trade flows, which are apt to
continue, reflecting the needs of countries that were large consumers of Russian oil to obtain other supply sources. Although
the United States was not a major importer of Russian oil, it is impacted by these global events. Crude and refined products that
were previously imported into the United States from non-Russian sources may not be available in prior quantities. Another
potential impact is more movement from domestic producing locations via pipeline and marine assets, which would increase
vessel demand. An increase in demand could result in higher utilization levels and potentially higher rates for Jones Act
vessels.
Renewable diesel produces less carbon dioxide and nitrogen oxide than conventional diesel. As it is chemically identical to
regular diesel, it can be used on its own or blended with conventional diesel. Production of renewable diesel increased in 2022
and is expected to grow significantly by 2025 as governments implement policies to encourage further growth of this fuel,
including California’s Low Carbon Fuel Standard. The U.S. Gulf Coast currently produces a significant proportion of U.S
renewable diesel, and California has been a large consumer of renewable diesel. Marine transportation provides the most cost-
effective solution to move finished product to the West Coast. The length of the trip to California creates a significant increase
in ton mile demand, creating a large new market for Jones Act shipping.
During the COVID-19 pandemic we placed seven vessels in layup in order to allow us to reduce the operating costs associated
with vessels that were without charter. As demand returned, in the fall of 2021 we began to bring vessels out of layup and operate
them in the spot market. In January 2022 and late February 2022, two more vessels came out of layup. We continued to see an
increase in demand during the first half of 2022 and as a result, our last two vessels in layup returned to service in May 2022.
During 2022, we started to see a resumption of more typical customer behavior, with charterers entering into longer term time
charter agreements.
Strategy
The key elements to our strategy to maximize stockholder value are to:
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Generate strong cash flows by capitalizing on our leading Jones Act market position and long-standing customer
relationships;
Combine the predictability of fixed time charter and contract revenues with opportunistic trading in the spot market;
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Overseas Shipholding Group, Inc.
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Actively manage the size and composition of our fleet to increase investment returns and available capital;
Emphasize the quality of our operations and adhere to the highest safety and environmental standards attainable; and
Seek opportunities to increase scale and drive cost efficiencies through a disciplined approach to investment in core
and adjacent asset classes to maximize return on capital across market cycles.
We believe we are well-positioned now and over the long term to generate strong cash flows. We currently operate one of the
largest tanker fleets in the U.S. Flag market, with a strong presence in all major U.S. coastwise trades. Our market position
allows us to maintain long-standing relationships with many of the largest energy companies, which in some cases date back
many decades. We consider attaining stability of cash flow through medium-term charters and COAs to be a fundamental
objective of our chartering approach. This is especially observable in the niche businesses within which many of our assets
operate. Recent years have seen a marked increase in market volatility as the demand drivers for domestic transportation of
crude oil and its refined product have been impacted by market disruptions, increased export flows, the ascendency of trading
desks in intermediating supply chain logistics, and emerging trades for renewable fuels and their feedstocks. These changes
have affected most directly our conventional tankers, which witnessed depressed market conditions during much of 2020 and
2021 due to the COVID-19 pandemic before experiencing a rebound in demand in 2022. Considerations about the appropriate
overall exposure to these more volatile markets and the amount of that capacity to remain active in the spot market are regular
management discussion points. Balancing time charter coverage with spot market exposure in an environment of ever-changing
demand signals presents a persistent challenge. Recent market conditions have created favorable conditions for extending the
breadth and duration of time charter coverage amongst our conventional tankers. However, under other market conditions, a
policy of entering into medium-term charters may not be profitable or prove achievable. As such, during future periods of
uncertainty, it is likely that more of our vessels will be exposed to the more volatile and less predictable spot market with a
corresponding impact on the amount of revenue our vessels may earn.
In addition, the future of seaborne energy transportation and the type, design and markets for vessels that will be engaged in
this business are evolving in ways not yet well defined. While this evolution may impose additional risks and uncertainties on
OSG’s existing business lines, the progressive transformation away from a carbon fuels-based economy could present
interesting new business niches for OSG to competitively apply its differentiated set of skills. Participating in a broader
spectrum of opportunities in the existing and emerging markets for energy and liquid bulk commodities of all types will remain
a focus of the Company as the solution set to these complex problems becomes clearer.
We believe that OSG has good standing in the community of our customers, our peers and our regulators, with a long-
established reputation for maintaining the highest standards in both protecting the environment and maintaining the health and
safety of all of our employees. Continued improvement in these areas is important not only to the constituents directly affected,
but equally as important in sustaining a key differentiating competitive factor amongst the customers we serve.
We actively manage the size and composition of our fleet through opportunistic acquisitions and dispositions of vessel assets as
part of our effort to achieve attractive returns on capital. We consider timely and selective acquisition of high-quality
secondhand vessels or new-build contracts when we believe those acquisitions will result in attractive returns on invested
capital and increased cash flow. We may also engage in dispositions or repurposing of our vessel assets where we can achieve
attractive values relative to their anticipated future earnings from operations. Taken together, we believe these activities will
help us to maintain a diverse, high-quality and modern fleet of crude oil, refined product, and potentially other U.S. Flag
vessels with an enhanced return on invested capital. We believe our versatile fleet, as well as our experience and our long-
standing relationships with participants in the crude and refined product shipping industry, position us to take advantage of
attractive acquisition opportunities in any vessel class in the U.S. Flag market.
Customers
OSG’s customers include major independent oil traders, refinery operators and U.S. and international government entities. The
Company’s top two customers comprised 24.4% of shipping revenues during the year ended December 31, 2022. See Note 2 -
“Summary of Significant Accounting Policies,” to the Company’s consolidated financial statements set forth in Item 8 for
further information regarding the Company’s customers for 2022 and 2021.
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Overseas Shipholding Group, Inc.
FLEET OPERATIONS
Fleet Summary
As of December 31, 2022, OSG’s operating fleet consisted of 21 vessels, 12 of which were owned, with the remaining vessels
chartered-in. Vessels chartered-in are on Bareboat Charters.
Vessel Type
Handysize Product Carriers (1)
Crude Oil Tankers (2)
Refined Product ATBs
Lightering ATBs
Total Operating Fleet
Vessels
Owned
Number
Vessels
Chartered-In
Number
5
3
2
2
12
8
1
—
—
9
Total Vessels
13
4
2
2
21
Total at December 31, 2022
Total dwt
619,854
772,194
54,182
91,112
1,537,342
(1) Includes two owned shuttle tankers, eight chartered-in tankers, and two non-Jones Act MR tankers that participate in
the U.S. Maritime Security Program, all of which are U.S. flagged, as well as one owned Marshall Island flagged non-
Jones Act MR tanker trading in international markets during 2022 and converted to U.S. Flag status in January 2023.
(2) Includes three crude oil tankers doing business in Alaska and one crude oil tanker bareboat chartered-in and in layup.
On January 27, 2023, the Company’s one owned Marshall Island flagged non-Jones Act MR tanker, the Overseas Sun Coast,
was officially documented as a U.S. Flag vessel, joining the rest of the Company’s U.S. Flag fleet.
In December 2022, the Company redelivered three conventional tankers leased from American Shipping Company. In addition,
in December 2022, the Company exercised its option to extend the terms of six chartered-in vessels from December 2023 to
December 2026.
Commercial Management
Time-Charter Market
The Company’s operating fleet 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. Time charters
constituted 70% of the Company’s shipping revenues in 2022, 71% in 2021, and 75% of the Company’s TCE revenues in 2022
and 73% in 2021.
Spot Market
Voyage charters and COAs constituted 30% of the Company’s shipping revenues in 2022, 29% in 2021, and 25% of the
Company’s TCE revenues in 2022 and 27% in 2021. Accordingly, the Company’s shipping revenues are affected by prevailing
spot rates for voyage charters in the markets in which the Company’s vessels operate. Spot market rates are highly volatile due
to market forces, including local and worldwide demand for the commodities carried (such as crude oil or petroleum products),
volumes of trade, distances that the commodities must be transported, 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 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. The
timing of peaks in oil demand vary within the markets in which we operate. Available tonnage is affected over time by the
volume of newbuild deliveries, the number of tankers used to store clean products and crude oil, and the removal (principally
through recycling or conversion) of existing vessels from service. Recycling is affected by the level of freight rates, recycling
prices, vetting standards established by charterers and terminals and by U.S. governmental regulations that establish
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Overseas Shipholding Group, Inc.
maintenance standards. Voyage charters include COAs on three vessels. Changes in the percentage contributions are therefore
affected by Delaware Bay lightering volumes. In addition, as ships come off of their time charters, they may be forced into
short-term trades.
Business Segment
The Company has one reportable business segment. At December 31, 2022, the Company’s 19 active vessel U.S. Flag fleet
consisted of three crude oil tankers doing business in Alaska, two conventional ATBs, two lightering ATBs, three shuttle
tankers, seven MR tankers, and two non-Jones Act MR tankers that participate in the U.S. Maritime Security Program. The
Company also owned and operated one Marshall Islands flagged MR tanker. On January 27, 2023, the Marshall Island flagged
MR tanker was officially documented as a U.S. Flag vessel, joining the rest of the Company’s U.S. Flag fleet. Under the Jones
Act, shipping between U.S. ports, including the movement of Alaskan crude oil to U.S. ports, is reserved for U.S. Flag vessels
that satisfy Jones Act requirements, including requirements that vessels be constructed in the United States and owned by
companies that are more than 75% owned and controlled by U.S. citizens. OSG is one of the largest commercial owners and
operators of U.S. Flag vessels and participates in U.S. government programs, including the following:
Maritime Security Program—Two non-Jones Act U.S. Flag Product Carriers participate in the U.S. Maritime Security
Program, which is designed to ensure that militarily useful U.S. Flag vessels are available to the U.S. Department of
Defense in the event of war or national emergency. Each participating vessel receives an annual stipend that is
intended to offset the increased cost incurred by such vessels from operating under the U.S. Flag. Such stipend was
$5,300 on one vessel and $3,952 on one vessel in 2022 and $5,250 for each vessel in 2021.
Under the terms of the program, the Company expects to receive up to $5,300 annually for each vessel during 2023.
The Company does not receive a stipend with respect to any days for which a vessel operates under a time charter to a
U.S. government agency.
The U.S. Tanker Security Program was enacted into law in 2021 and funded by Congress in 2022. The program is
expected to be activated in 2023 and MARAD has been accepting applications. The program is designed to ensure that
militarily useful U.S. Flag tank vessels are available to the U.S. Department of Defense in the event of war or national
emergency. The initial program calls for 10 tankers to participate. Once the program is activated, the Company plans
on transferring the two non-Jones Act U.S. Flag Product Carriers participating in the MSP program to the TSP
program, which will result in a greater stipend received for each vessel.
OSG has seven Handysize product carriers in our U.S. Flag fleet that are chartered-in and provide for the payment of profit
share to the owners of the vessels calculated in accordance with the respective charter-in agreements. Due to reserve funding
requirements, no profits have yet been paid to the owners or are, based on management’s current forecast, expected to be paid
to the owners in the current calendar year.
Technical Management
OSG’s fleet operations are managed in-house. In addition to regular maintenance and repair, crews onboard each vessel and
shore side personnel must ensure that the Company’s fleet meets or exceeds regulatory standards established by the IMO and
USCG.
The Company recruits, hires and trains the crews on its U.S. Flag vessels. The Company believes that its mandatory training
and education requirements exceed the requirements of the USCG and that its ability to provide professional development for
qualified U.S. Flag crew is necessary in a market where skilled labor shortages are expected to remain a challenge. The U.S.
Flag fleet is supported by shore side staff that includes fleet managers, marine and technical superintendents, purchasing and
marine insurance staff, crewing and training personnel and health, safety, quality and environmental (“SQE”) personnel.
Safety
The Company is committed to providing safe, reliable and environmentally sound transportation to its customers. Integral to
meeting standards mandated by regulators and customers is the use of robust SMS by the Company. 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 to the International Safety Management Code (“ISM Code”) promulgated by the IMO. To support
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Overseas Shipholding Group, Inc.
a culture of compliance and transparency, OSG has an open reporting system on all of its vessels, whereby seafarers can
anonymously report possible violations of OSG’s policies and procedures. All open reports are investigated, and appropriate
actions are taken when necessary.
HUMAN CAPITAL
Our employees are critical to meeting our commitments. Accordingly, it is crucial that we continue to attract and retain
experienced and qualified employees. We emphasize ethical behavior, respect, and equal opportunity by creating a culture of
trust, accountability and empowerment. We also promote a shared sense of responsibility among OSG’s mariners and the
shore-based support team in meeting the essential need to supply transportation fuels to the markets that we serve.
As of December 31, 2022, the Company had approximately 1,023 employees comprised of 945 seafarers and 78 shore side
staff. The Company has collective bargaining agreements with three different U.S. maritime unions which, as of December 31,
2022, covered 769 of the seafarers employed on the Company’s vessels. These agreements are in effect for periods ending
between March 2024 and June 2027. Under the collective bargaining agreements, the Company is obligated to make
contributions to pension and other welfare programs.
Compensation and Benefits Program. Our compensation program is designed to attract and reward talented individuals who
possess the skills necessary to support our business objectives, assist in the achievement of our strategic goals and create long-
term value for our shareholders. We provide employees with competitive compensation packages that include base salary as
well as employees benefits such as life and health (medical, dental and vision) insurance, paid time off, paid parental leave, and
certain postretirement benefits.
Training and Education. Our seafarers are highly trained, with many officers having both USCG licenses as well as business
or engineering degrees. Regardless of position, specialized training to work in the industry based on USCG requirements, as
well as vessel-specific training within our fleet, is a necessity. Years of experience are required in order to move into higher
levels of authority on our vessels. Our training and education programs are designed to address applicable regulations as well as
the specific hazards and work environments of each of our vessels.
Health and Safety. The success of our business is fundamentally connected to the well-being of our people. Accordingly, we
are committed to the health, safety and wellness of our employees. In response to the COVID-19 pandemic, we implemented
significant operating environment changes that we determined were in the best interest of our employees, as well as the
communities in which we operate, as required by government regulations. These included providing personal protective
equipment, minimizing crew changes, managing the locations where crew members board and depart from our vessels,
certifications by crew members to disclose symptoms and the health of those they have been in contact with, sanitization of the
vessels, mandating face coverings, social distancing and temperature checks, and requiring testing and quarantining in certain
instances. Protocols were developed with the coordination and assistance of the unions in order to provide consistency within
the industry.
Having a well-maintained fleet is also critical to create an environment where our crew can work safely. Our fleets undergo
regular and frequent surveys by classification societies and regulatory bodies as well as vettings by our customers on an
ongoing basis. Issues identified are swiftly addressed. Our seafarers are encouraged to provide transparent reporting of issues in
order to remedy conditions as soon as they are observed. We regularly conduct safety reviews to ensure compliance with
applicable regulations and all policies and procedures.
COMPETITION
OSG’s primary competitors are operators of U.S. Flag oceangoing barges and tankers, operators of rail transportation for crude
oil, and operators of refined product pipelines systems that transport refined petroleum products directly from U.S. refineries to
domestic markets. In addition, indirect competition comes from International Flag vessels transporting imported refined
petroleum products.
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Overseas Shipholding Group, Inc.
CYBER SECURITY
OSG has both on-shore and ship-board systems that are highly dependent on information technology systems. Loss, disruption,
or compromise of these systems could significantly impact operations and results.
Our information technology controls are subject to audit by internal and external auditors, as well as the American Bureau of
Shipping. OSG at least annually advises its Board of Directors on information security matters and provides user training and
monitoring of system access as part of our compliance program. We have not experienced any material cyber security violation
or occurrence over the last three years.
While we continue to invest time, effort and financial resources to secure our systems, networks and communications, our
security measures cannot provide absolute assurance that we will be successful in preventing or responding to all cyber security
attacks. There can be no assurance that any breach or incident will not have a material impact on our operations and financial
results. See Item 1A, “Risk Factors-Interruption, failure or breach of OSG’s information technology and communications
systems could impair its ability to operate and adversely affect its business.”
ENVIRONMENTAL, SAFETY AND SECURITY MATTERS
OSG’s vessels operate in a highly regulated environment, subject to international conventions and international, national, state
and local laws and regulations in force in the countries such vessels call upon. OSG’s vessels are registered in the United States
and are subject to the jurisdictional and regulatory oversight of the USCG (under various protocols and agreements covering
certain statutory survey and certification functions). OSG is also subject to compliance with several other U.S. government
agency regulations, including the Environmental Protection Agency (“EPA”), the MARAD, and the United States Customs and
Border Protection Agency. OSG vessels are classed with the American Bureau of Shipping (“ABS”) and are subject to the
requirements of the Classification Society.
Industry-related incidents have historically heightened the level of environmental, health, safety and security awareness among
various stakeholders, including insurance underwriters, regulators, and charterers, leading to increased regulatory requirements
and more stringent inspection regimes on all vessels. In recognition of this heightened awareness, OSG has set appropriate
internal controls intended to monitor regulatory developments and maintains operating standards designed to meet the higher
expectations of our stakeholders. We have in place operational safety and quality, environmental stewardship, preventive
planned maintenance, continuous training of our officers and crews, and compliance with international and United States
regulations, including regular and rigorous in-house inspections and audits. In addition, a variety of governmental and private
entities subject OSG’s vessels to both scheduled and unscheduled inspections, including the USCG, local port state control
authorities, flag states, coastal states, Classification Societies, major oil companies and petroleum terminal operators.
OSG believes that the operation of its vessels complies with applicable environmental laws and regulations, which are
summarized below, and has adopted plans, programs, and procedures in accordance with such laws and regulations. However,
because such laws and regulations are changed frequently, and new laws and regulations impose new or increasingly stringent
requirements, OSG 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.
Regulations Preventing Pollution of Seas by Oil
The International Convention for the Prevention of Pollution from Ships (“MARPOL”) Annex I addresses requirements for the
prevention of pollution by oil and oily materials generated in the engine room and from the cleaning of cargo tanks, while
MARPOL Annex II addresses requirements for the prevention of pollution by noxious liquid substances (“NLSs”).
The United States regulates the shipping industry with an extensive regulatory and liability regime for environmental
protection, consisting primarily of the Oil Pollution Act of 1990 (“OPA 90”) and the Comprehensive Environmental Response,
Compensation, and Liability Act (“CERCLA”). OPA 90 requires Vessel Response Plans (“VRPs”), including marine salvage
and firefighting plans, for reporting and responding to vessel emergencies and oil spill scenarios up to a worst-case scenario, as
well as advance contracting, planning, and training to ensure that necessary private response resources are in place to
immediately respond to a worst-case discharge or vessel emergency.
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Overseas Shipholding Group, Inc.
Under IMO regulations, OSG has adopted Shipboard Oil Pollution Emergency Plans (“SOPEPs”), including periodic training
and drills for response personnel and for vessels and their crews and Shipboard Marine Pollution Emergency Plans
(“SMPEPs”), which cover potential releases not only of oil but of any NLSs.
US 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. Additionally, the
statute specifically permits individual states to impose their own liability regimes for oil pollution incidents occurring within
their boundaries. CERCLA contains a similar liability regime and provides for cleanup, removal, and natural resource damages
associated with discharges of hazardous substances other than oil.
OPA 90 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 consistent with the limits of liability set forth in the statutes. OSG has
provided the requisite proofs of financial security and has received Certificates of Financial Responsibility from the USCG.
OSG carries various forms of marine insurance for each of its vessels, including pollution liability insurance in the amount of
$1.0 billion. However, a catastrophic spill could exceed the insurance coverage available, in which event there could be a
material adverse effect on OSG’s business.
International Liability Standards and Limits
Compensation for oil pollution damage caused by spills from oil tankers is governed by an international regime referred to as
the International Convention on Civil Liability for Oil Pollution Damage. Under these conventions, a vessel’s registered owner
is strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject
to certain defenses. These conventions also limit the liability of the shipowner under certain circumstances, except where the
pollution damage results from its personal act or omission, is committed with the intent to cause such damage, or recklessly and
with knowledge that such damage would probably result. OSG believes that its protection and indemnity insurance will cover
any liability under the plan adopted by the IMO.
The International Convention on Civil Liability for Bunker Oil Pollution Damage, 2001 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 in its
exclusive economic zones, of states that are party to it.
Regulations Preventing Pollution of Seas by Sewage or Garbage
MARPOL Annex IV, as well as U.S. regulations, regulate the discharge of sewage to sea. Sewage discharge is also subject to
national and local regulations that set forth further restrictions, in some cases prohibiting the discharge of treated sewage and
the establishment of No Discharge Zones (“NDZs”). OSG vessels are all equipped with Marine Sanitation Devices compliant
with regulatory requirements for each type of vessel.
MARPOL Annex V, as well as U.S. regulations, regulates the prevention of pollution to sea by garbage and e-waste.
Regulations Preventing Air Pollution
MARPOL Annex VI (“Annex VI”) addresses air pollution from vessels, sets limits on sulfur oxide (“SOx”) and nitrogen oxide
(“NOx”) emissions from ship exhausts, prohibits deliberate emissions of ozone depleting substances (“ODS”) and regulates
shipboard incineration and the emission of volatile organic compounds (“VOCs”) from tankers. The global sulfur cap for ship
operations was reduced in 2020 from 3.5% m/m to 0.5% m/m.
Vessels are subject to further air emission controls within Emission Control Areas (“ECAs”), and Sulfur Emission Control
Areas (“SECAs”). Fuel used by vessels operating in or transiting through the ECA or SECA cannot exceed 0.1% m/m sulfur,
with more stringent NOx emission Tier III emission limits applicable to engines installed on ships constructed after January 1,
2016. As these emission limits continue to evolve, compliance could impact fuel costs.
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Overseas Shipholding Group, Inc.
OSG operates one tanker equipped with an open-loop exhaust gas cleaning system (“EGCS”) designed to burn high-sulfur
(3.5% maximum) bunker fuel to comply with the 0.5% sulfur limit. OSG has implemented all regulatory requirements
associated with the use of EGCS, including switching over to 0.1% m/m sulfur fuel in ports that do not allow overboard
discharge from open loop EGCS.
Annex VI includes energy efficiency standards for certain new ships through the designation of an Energy Efficiency Design
Index (“EEDI”). The EEDI standards phase in through 2025 and are anticipated to result in significant reductions in fuel
consumption as well as air and marine pollution. OSG’s fleet, as of December 31, 2022, includes one vessel under which the
EEDI standards apply.
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. built ships to meet lower NOx standards.
EPA Tier 2 standards generally reduced NOx emissions by 27% and introduced a particulate matter (“PM”) limit. EPA Tier 3
standards represent a 50% reduction in PM and a 20% reduction in NOx over Tier 2 levels. EPA Tier 4 standards represent a
90% reduction in PM and 80% reduction in NOx compared to Tier 2 levels and generally require advanced technology such as
selective catalytic reduction or exhaust gas recirculation. Adoption of these and emerging standards may require substantial
modifications to some of OSG’s existing marine diesel engines and may require OSG to incur substantial capital expenditures
if the engines are replaced.
The U.S. Clean Air Act (“CAA”) requires the EPA to promulgate standards applicable to emissions of volatile organic
compounds and other air contaminants and requires states to draft State Implementation Plans (“SIPs”) designed to attain
national health-based air quality standards in major metropolitan and industrial areas. Several SIPs regulate emissions resulting
from tank vessel loading and degassing operations by requiring the installation of vapor control equipment. OSG’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. All OSG’s vessels are 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, OSG believes, based upon the regulations that have been proposed to date, 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.
The Delaware Department of Natural Resources and Environment Control (“DNREC”) monitors OSG’s U.S. Flag lightering
activities within the Delaware River through Title V of the Coastal Zone Act of 1972. OSG is the only marine operator with a
Title V permit to engage in lightering operations. The regulations are designed to reduce the number of VOCs entering the
atmosphere during a crude oil lightering operation through the use of vapor balancing. OSG’s Delaware Lightering fleet is
100% vapor balance capable.
International efforts to reduce air pollution
For decades, countries have sought to establish international cooperation to combat climate change and focus on implementing
programs to reduce emissions of greenhouse gases (“GHGs”), which contribute to global warming, such as the United Nations
Framework Convention on Climate Change, Kyoto Protocol , the Paris Agreement, and more recently the Conference of Parties
(COP27). The IMO has committed to developing limits on GHGs from international shipping and has implemented mandatory
technical and operational measures to achieve these limits. Regional mandates in certain ports and territorial waters within the
European Union (“EU”) seek to reduce SOx emissions by limiting sulfur content in fuel oils used by vessels.
The European Commission is developing options for the inclusion of international maritime transport in the GHG reduction
commitment of the EU. The EU Monitoring, Reporting, Verification Regulation (“MRV”) creates an EU-wide framework for
the monitoring, reporting and verification of carbon dioxide emissions from maritime transport and to collect and later publish
verified annual data on carbon dioxide emissions. The United Kingdom (“UK”) implemented its own MRV, which requires the
monitoring of UK-related voyages. OSG submits annual emissions reports for vessels subject to these MRV schemes.
Commencing January 1, 2024, the EU expects to implement an Emissions Trading Scheme (“ETS”) whereby vessels calling
upon the EU will be required to surrender allowances each year for a portion of their CO2 emissions, including methane and
nitrogen oxides, from incoming and outgoing global EU voyages, from ships performing voyages between EU ports of call, and
at berth in an EU port, based on the following schedule:
•
40% of verified emissions in 2024,
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Overseas Shipholding Group, Inc.
•
•
70% of verified emissions in 2025, and
100% of verified emissions in 2026.
The EU is expected to further implement anti-evasion measures, which will include certain stops at non–EU ports within 300
nautical miles of the EU’s territory. A certain amount of the revenue from the EU’s auctions, which is how companies receive
emission allowances, is to be allocated to the maritime sector to support innovation in low-carbon technologies and contribute
to zero pollution objectives. OSG believes that this could have a material impact on voyages to and from the EU and plans to
work with Charterers to offset associated impacts.
MARPOL Annex VI, which entered into force on November 22, 2022, introduced a new Energy Efficiency Existing Ship Index
(“EEXI”) and a Carbon Intensity Indicator (“CII”) to be used for grading a ship’s CO2 emissions performance. Verification that
a ship’s attained EEXI meets the minimum requirement will occur at the first survey for the IAPP Certificate that occurs after
January 1, 2023. Each ship’s CII must then be calculated annually using IMO DCS data beginning in 2024 (based on 2023
data) and then assigned a letter grade (A, B, C, D, or E). A CII grade of “C” or better indicates the ship remains on target to
improve CO2 emissions. Ships graded a "D" or “E” are required to improve. As currently drafted, operators of a vessel with a
“D” rating are required to take action to regain a rating of “C” or better within a three-year time window. The remediation
period for an “E” rated vessel is set at one year. If ratings are not restored to a “C” or better during the remediation period, there
is the possibility of enforcement up to and including retirement of the vessel. OSG is actively seeking means to implement
measures to reduce CO2 emissions and to remain compliant with the CII requirements as currently drafted. The methodology
for measurement of CII and the introduction of correction factors to compensate for certain types of vessel operations are
subject to review and potential modification during the three-year period commencing January 1, 2023. OSG’s ATBs are not
covered under the CII regulations as currently conceived.
OSG believes that its vessels are compliant with the current requirements of Annex VI and the EPA. Additionally, OSG
believes for its vessels that operate in the EU and the UK, they are compliant with the applicable regional mandates. Future
passage of climate control legislation or other regulatory initiatives by the IMO, EU, UK, United States or other countries
where OSG operates that restrict emissions of GHGs could require significant additional capital or operating expenditures and
could have operational impacts on OSG’s business. Although OSG cannot predict such expenditures and impacts with certainty
at this time, they may be material to OSG’s results of operations.
Ballast Water Pollution Regulations
OSG’s vessels are subject to international, national and local ballast water management regulations that seek to address
concerns for the release of organisms and pathogens that have been identified as being potentially harmful as a result of the
carrying of ships’ ballast water from one place to another. At the international level, the International Convention for the
Control and Management of Ships’ Ballast Water and Sediments (“BWM Convention”) defines a discharge standard consisting
of maximum allowable levels of critical invasive species designed to protect the marine environment from the introduction of
non-native (alien) species. OSG is meeting this standard by installing treatment systems that render the invasive species non-
viable and, where required, having on board a valid International Ballast Water Management Certificate, a Ballast Water
Management Plan and a Ballast Water Record Book.
The United States is not a signatory to the BWM Convention, and is not expected to be in the future, since it currently regulates
ballast water management under two federal, partially overlapping regulatory schemes. One is administered by the USCG
under the National Aquatic Nuisance Prevention and Control Act of 1990, as amended by the National Invasive Species Act of
1996, and the other is administered by the EPA under the U.S. Clean Water Act (“CWA”). Several U.S. states also have their
own supplemental requirements. The American Bureau of Shipping has been authorized to issue a Statement of Voluntary
Compliance (“SOVC”) to any U.S. Flag vessel that has an approved Ballast Water Management Plan that contains the
information required by the BWM Convention.
The discharge of ballast water is subject to CWA permitting requirements (Vessel General Permit or “VGP”) in accordance
with the EPA’s National Pollutant Discharge Elimination System (“NPDES”). The VGP establishes ballast water discharge
limits that generally align with the performance standards implemented under the USCG’s rules and the IMO Convention. It
also sets more stringent effluent limits for oil to sea interfaces and exhaust gas scrubber wastewater.
The “Vessel Incidental Discharge Act” (“VIDA”) restructures the way EPA and the USCG are to regulate incidental discharges
in the future, and is expected to phase out provisions of the VGP and existing USCG regulations replacing them with EPA-
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Overseas Shipholding Group, Inc.
developed standards and USCG regulations. The EPA recently announced that it intends to provide clarification on the
proposed rule later in 2023. Depending on the contents of the final rule, new VIDA requirements could require additional
capital or operating expenditures and could have operational impacts on OSG’s business.
OSG complies with these regulations and anticipates that compliance with the various conventions, laws and regulations
relating to ballast water management that may be adopted in the future will require substantial additional capital or operating
expenditures and could have operational impacts on OSG’s business.
Safety of Life at Sea
The International Convention for the Safety of Life at Sea (“SOLAS”) addresses the safety of merchant ships. Amendments to
the SOLAS conventions come into force yearly and flag states are responsible for ensuring that ships under their flag comply
with its requirements.
Under the ISM Code, 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. OSG has a safety management system for each of its operating subsidiaries, 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 OSG to have a
Document of Compliance (“DoC”) for the vessels it operates and a Safety Management Certificate (“SMC”) for each vessel it
operates, including an annual internal audit and an external verification audit twice in a five-year period.
OSG maintains a DoC, which was reissued for five years on September 17, 2022. ATC maintains a DoC, which was reissued
for five years on July 11, 2019. OSG is also certified to the SQE requirements of the ABS Guide for Marine Health, Safety,
Quality, Environmental and Energy Management, which includes meeting the requirements of the International Standards of
Organization in ISO9001:2015 (Quality Management) and ISO14001:2015 (Environmental Management) for the management
of operation of oil tankers, chemical tankers, and other cargo ships.
Security Regulations and Practices
The U.S. Maritime Transportation Security Act of 2002 (the “MTSA”) requires the implementation of certain security
requirements aboard vessels operating in waters subject to the jurisdiction of the United States. SOLAS 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”), which 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. All of OSG’s vessels have developed and
implemented vessel security plans that have been approved by the USCG, have obtained an ISSC and comply with applicable
security requirements.
OSG monitors the waters in which its vessels operate for pirate activity. Company vessels that may transit high risk areas
(“HRAs”) follow best management practices for reducing risk and preventing pirate attacks compliant with protocols
established by the naval coalition protective forces operating in such areas.
The maritime community addresses the vulnerability of ship operations to cyber security threats, both at sea and while in port.
Exposure to these threats has become pervasive due to the increasing reliance on information and operating technology systems
used in the management of ship operations. Regulatory requirements, voluntary and best practice guidance are continuing to
evolve for maritime cyber security practices. The USCG and IMO seek to ensure that cyber risks are appropriately addressed in
safety management systems. Verification of safety management compliance is conducted annually.
Security breaches and viruses could expose OSG to claims, litigation and other possible liabilities. Any inability to prevent
security breaches (including the inability of our third-party vendors to prevent security breaches) could also cause existing
clients to lose confidence in our systems and could adversely affect our reputation, cause losses to us or our clients, damage our
brand and increase our costs. OSG has completed a fleetwide upgrade of its Information Technology (“IT”) systems to further
protect its infrastructure against the threat of security breaches and computer viruses and has also implemented a variety of
required cyber security protocols to appropriately protect its operating systems. While we continue to invest time, effort and
financial resources to secure our systems, networks and communications, our security measures cannot provide absolute
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Overseas Shipholding Group, Inc.
assurance that we will be successful in preventing or responding to all cyber security attacks. There can be no assurance that
any breach or incident will not have a material impact on our operations and financial results.
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.
Regular and extraordinary surveys of hull, machinery, including the electrical plant, and any special equipment classed are
required to be performed for a vessel to maintain its class certification. 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 are typically
conducted two and one-half years after commissioning and upon each class renewal. Intermediate surveys may be carried out
on the second or third annual survey.
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 in-water inspections by divers in lieu of dry docking
for intermediate surveys, subject to other requirements of such Classification Societies. Class renewal surveys, 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. For vessels greater than 15 years old, out of
water drydocking is to take place twice in a five-year period.
In a 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 below class requirements, the Classification Society would prescribe steel
renewals. 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.
If defects are found during any survey, the Classification Society surveyor will issue a “finding” or 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 (“IACS”). All OSG’s vessels
are currently, and OSG expects will be, certified as being “in class” by the ABS, a major Classification Society.
INSURANCE
Consistent with the prevailing practice in the industry, OSG presently carries protection and indemnity (“P&I”) insurance
coverage for pollution of $1.0 billion per occurrence on every vessel in its fleet, as well as for other perils faced by vessel
owners and operators in varying limits. Currently, the fleet is entered through membership in three different mutual protection
and indemnity associations (“P&I Associations”), all of whom are members of the International Group of P&I clubs. 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 other’s liabilities within certain limits. Each P&I Association has capped its
exposure to each of its members at approximately $7.5 billion through reinsurance arrangements. As a member of a P&I
Association that is a member of the International Group, OSG 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 P&I Associations of which it is a member, and
the members of the pool of P&I Associations comprising the International Group. Each of OSG’s vessels is insured by one of
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Overseas Shipholding Group, Inc.
three P&I Associations. While OSG has historically been able to obtain pollution coverage at commercially reasonable rates, no
definitive assurances can be given that such insurance will continue to be available in the future.
OSG also carries marine hull and machinery and war risks (including piracy) insurance, which includes the risk of actual or
constructive total loss, for all of its owned and operated vessels except for one where the risk is borne by the vessel’s owner as
noted under the contract. OSG is self-insured for hull and machinery claims in amounts in excess of the individual vessel
deductibles.
TAXATION OF THE COMPANY
The following U.S. tax law applicable to the Company is based on the provisions of the U.S. Internal Revenue Code of 1986, as
amended, existing and 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.
Tonnage Tax
OSG made an election to have the foreign operations of OSG’s U.S. Flag vessels taxed under a “tonnage tax” regime rather
than the usual U.S. corporate income tax regime. As a result, OSG’s gross income for U.S. income tax purposes with respect to
eligible U.S. Flag vessels does not include (1) income from qualifying shipping activities in U.S. foreign trade (i.e.,
transportation between the United States and foreign ports or between foreign ports), (2) income from cash, bank deposits and
other temporary investments that are reasonably necessary to meet the working capital requirements of qualifying shipping
activities, and (3) income from cash or other intangible assets accumulated pursuant to a plan to purchase qualifying shipping
assets. OSG’s taxable income with respect to the operations of its eligible U.S. Flag vessels, of which there are two, is based on
a “daily notional taxable income,” which is taxed at the highest U.S. corporate income tax rate. The daily notional taxable
income from the operation of a qualifying vessel is 40 cents per 100 tons of the net tonnage of the vessel up to 25,000 net tons,
and 20 cents per 100 tons of the net tonnage of the vessel in excess of 25,000 net tons. The taxable income of each qualifying
vessel is the product of its daily notional taxable income and the number of days during the taxable year that the vessel operates
in U.S. foreign trade.
During 2022, OSG’s Marshall Islands flagged vessel, which traded in the international markets, did not qualify for the U.S.
income tax exclusion described in the above paragraph. Therefore, the operations of the vessel were subject to U.S. taxation
and included in the calculation of taxable income. In addition, the Marshall Islands flagged vessel was taxed under the “daily
notional taxable income” under the Marshall Islands tonnage tax regime. The daily notional taxable income from the operation
of the vessel were $500 for 2,500 net tonnage or less, 20 cents per net tonnage between 2,501 to 5,000 net tonnage, 17 cents per
net tonnage between 5,001 to 25,000 net tonnage, 15 cents per net tonnage between 25,001 to 50,000 net tonnage and 12.5
cents per net tonnage over 50,000 net tonnage. The tonnage tax of the vessel was the product of its daily notional taxable
income and the percentage of days during the taxable year the vessel operated in U.S. foreign trade.
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Overseas Shipholding Group, Inc.
ITEM 1A. RISK FACTORS
Our business, including our operating results and financial condition, are subject to a wide variety of risks, including risks not
currently known to us or that we currently deem to be immaterial but that could materially and adversely affect our business. In
assessing these risks, you should also refer to the other information contained in our filings with the SEC, including our
financial statements and related notes.
Risks Related to Our Company
Inability to attract or retain qualified mariners may adversely affect the Company’s business.
Our vessels must be manned by highly qualified mariners that meet the standards of experience set by our customers. Volatility
in demand has an effect on the availability of qualified mariners. Increasing demand for maritime transportation in all markets
has recently spiked, resulting in competition from other shipping sectors, such as container shipping, which potentially limits
the number of mariners available to OSG. If we are unable to attract or retain qualified mariners, we may not be able to provide
the services contracted for, which would have a material adverse effect on our business.
The Company’s significant operating leases were reduced and the remaining operating leases could be replaced on less
favorable terms.
The Company’s current fleet includes seven vessels that have been chartered-in under operating leases. These leases expire at
various points in the future, and the Company may not be able to replace these at all or on as favorable terms. These
circumstances could have a material adverse effect on the Company’s future financial position, profitability, and results of
operations and cash flow.
Operating costs and capital expenses will increase as the Company’s vessels comply with regulatory changes, or as the
vessels age, or due to unexpected drydocks.
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 OSG to make additional expenditures for new equipment. In general, capital
expenditures, cargo insurance rates and other costs necessary for maintaining a vessel in good operating condition increase as
the age of the vessel increases. Vessels must be drydocked periodically for inspection and maintenance, and in the event of
accidents or other unforeseen damage. The cost of repairs and renewals required at each drydock are difficult to predict with
certainty but can be substantial, and the Company’s insurance may not cover these costs. Vessels in drydock will generally not
generate any income. 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.
As a result of these factors, OSG may be required to incur substantial costs or take its vessels out of service. Market conditions
may not justify such expenditures or permit OSG to operate its vessels profitably even if those vessels remain operational.
These cost increases, delays, expenses and off-hire time could have a material adverse effect on OSG’s business, financial
condition, results of operations and cash flows.
Changes in demand in specialized markets in which the Company currently operates or changes in governmental support
may lead the Company to redeploy certain vessels to other markets or put its ability to participate in specialized markets at
risk.
The Company has two vessels participating in the MSP that derive a substantial percentage of their revenues from transporting
cargoes reserved for U.S. Flag vessels under MARAD’s cargo preference program, which requires shippers to give U.S.-flag
vessels a preference to transport any government-impelled ocean-borne cargoes. Among the currently available government–
impelled cargoes is a contract the Company has with the Government of Israel (“GOI”) to deliver fuel through December 31,
2023, which the GOI funds with grants from the U.S. government. The Company also seeks other government–impelled
cargoes to supplement the GOI business; however, there is no assurance the Company will be able to secure such cargoes. If
OSG is unable to retain the GOI business or is unable to obtain significant other charters for these vessels, the Company may
no longer be able to participate in the MSP.
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Overseas Shipholding Group, Inc.
The Company operates three Jones Act MR Shuttle Tankers, two of which are currently operating as shuttle tankers serving
offshore oil installations in the Gulf of Mexico. Modifications made to enable these tankers to perform the specialized service
of a shuttle tanker required the Company to incur substantial capital costs, which in turn allow the Company to earn a premium
to market rates earned by conventional Jones Act tankers. The customers with wells and fields in the Gulf of Mexico have high
cash production costs and, as such, are vulnerable to production cuts or shut down in response to persistently low oil prices.
While shuttle tankers can serve as conventional tankers without further modification, future reduction in the demand for
specialized shuttle tanker services could limit the Company’s ability to earn such premiums.
The Company conducts lightering operations in the Delaware Bay with one ATB built for these operations. If there is lower
demand for this vessel in the Delaware Bay lightering market, the Company might have to redeploy this ATB in other markets
in which it may not be able to compete profitably and/or may require substantial modification.
If OSG is no longer able to participate in any of these niche businesses, the Company’s business, financial condition, results of
operations and cash flows may be adversely affected.
Changes in demand have affected Time Charter commitments. OSG may not be able to renew Time Charters when they
expire or enter into new Time Charters and vessels may be placed in layup.
OSG’s ability to obtain new charters or renew expiring contracts will depend on the prevailing market conditions. Renewals or
new contracts may be at less favorable rates or for shorter durations. There may be a gap in employment between charters or
the vessel may only be able to be employed on the spot market, both of which would affect utilization rates and result in
increased costs to the Company. When there is no demand for a vessel, there is also a risk of the necessity to layup the vessel,
as was demonstrated during the course of 2021. These occurrences would adversely affect the Company’s business, financial
condition, results of operations and cash flows.
The Company has significant indebtedness, may not be able to generate sufficient cash to service all of its indebtedness, and
could breach covenants in its credit facilities and term loans which could affect our ability to finance operations, pursue
desirable business opportunities and successfully run the business in the future, all of which could affect OSG’s ability to
fulfill its obligations.
As of December 31, 2022, OSG had $423.4 million of outstanding indebtedness. This substantial indebtedness and interest
expense could have important consequences, including (i) limiting OSG’s ability to use cash flow from operations in other
areas of its business, such as for working capital, because a substantial portion of these funds are dedicated to service its debt;
(ii) requiring the Company to seek to incur additional indebtedness in order to make planned capital expenditures and other
expenses or investments; (iii) limiting OSG’s ability to obtain additional financing; (iv) limiting the Company’s flexibility and
ability to capitalize on business opportunities or to react to competitive pressures and adverse changes in government
regulation, and OSG’s business and industry; (v) increasing OSG’s vulnerability to a downturn and to adverse economic and
industry conditions generally; and (vi) limiting the Company’s ability to enter into hedging transactions by reducing the number
of counterparties with whom OSG can enter into such transactions as well as the volume of those transactions.
The Company’s earnings, cash flow and the market value of its vessels vary significantly due to direct impacts of health threats
such as the COVID-19 pandemic, general economic, competitive and market conditions affecting the industry, the cyclical
nature of the tanker industry, and legislative and regulatory actions – all factors beyond the control of the Company. The
amount of debt that OSG can manage in some periods may not be appropriate for other periods, and OSG’s ability to meet the
financial covenants to which it is subject or may be subject in the future may be at risk. Any insufficiency could negatively
impact OSG’s business.
Insufficiencies in earnings, cash flow and market value of the vessels could require the Company to make mandatory payments
or cause the Company to breach certain covenants. If the Company is unable to remedy the relevant breach or obtain a waiver,
the Company’s lenders could accelerate its debts and foreclose on the Company’s owned vessels.
If OSG does not generate sufficient cash flow from operations to satisfy its debt obligations, it may have to undertake
alternative financing plans, such as selling tankers or other assets, reducing or delaying investments and capital expenditures,
refinancing or restructuring its debt, and/or seeking to raise additional capital. 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 future refinancing of debt could be at higher interest rates and might require the Company to comply with more onerous
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Overseas Shipholding Group, Inc.
covenants, which could further restrict OSG’s business operations. In addition, the terms of existing or future debt instruments
may restrict OSG from adopting certain alternatives. These potential undertakings and alternative measures may not be
successful and may not permit OSG to meet its scheduled debt service obligations.
The Company’s inability to generate sufficient cash flow to satisfy its debt obligations, to meet its financial covenants, to
reduce debt, and/or to obtain alternative financing, could materially and adversely affect OSG’s business, financial condition,
results of operations and cash flows.
The Company derives a substantial portion of its revenue from a limited number of customers and is subject to credit risks,
and the loss of, or reduction in business by, any of these customers could materially adversely affect its business, financial
condition and results of operations.
The Company’s largest customers account for a significant portion of its revenues. The Company’s top two customers
comprised approximately 24.4% of the Company’s revenues during 2022. Changes in the broader market, such as closures of
U.S. refining facilities, have reduced the locations to and from which oil is delivered or refined oil is sourced.
The Company has entered into, and in the future will enter into, various contracts associated with the operation of its vessels.
The ability of each of the Company’s customers, lenders, suppliers, and other counterparties to perform their obligations will
depend on a number of factors that are beyond the Company’s control and may include general economic conditions;
availability of debt or equity financing; the condition of the maritime and offshore industries; the financial condition of the
counterparty; charter rates received for specific types of vessels; and volatile expenses in obtaining supplies. 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 had been under charter
or contract or may be able to obtain a comparable vessel at lower rates, or adverse financial conditions may inhibit these entities
from entering into new commitments with OSG. 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.
These factors could have a material adverse effect on OSG’s revenues, profitability and cash flows, as well as its borrowing
ability and financial condition. The loss of, or reduction in business by, any of these customers and refinery locations could
materially adversely affect the Company’s business, financial condition and results of operations.
Interruption, failure or breach of OSG’s information technology and communications systems could impair its ability to
operate and adversely affect its business.
OSG has both on-shore and ship-board systems that are highly dependent on information technology systems. The Company
collects, stores and transmits data using both internal information technology systems and those of third-party vendors. The
secure storage, processing, maintenance, and transmission of sensitive data, including our own proprietary business information
and that of our customers, and personally identifiable information of our customers and employees, is critical to the Company’s
operations.
Information technology and communication systems are subject to reliability issues, integration and compatibility concerns,
and security-threatening intrusions. OSG may experience failures caused by the occurrence of natural disasters, computer
hacking or viruses or other unanticipated problems at OSG’s facilities, aboard its vessels or at third-party locations. OSG’s
network, or those of our clients or third-party vendors, could be vulnerable to unauthorized access, computer viruses, or
targeted attacks intended to steal or destroy data, disrupt or degrade service, sabotage systems or cause other damage.
The Company may be required to spend significant capital and other resources to protect against these threats or to alleviate
problems caused by security breaches or viruses. Security breaches and viruses could expose us to claims, litigation and other
possible liabilities and could also cause customers to lose confidence in our systems.
OSG has not experienced any material cyber security violation or occurrence over the last three years, and we invest time,
effort and financial resources to proactively secure our systems, networks and communications. However, these investments
cannot provide absolute assurance that we will be successful in preventing or responding to all cyber security attacks. Any
failure of OSG’s or third-party systems could result in interruptions in service, reductions in revenue and profits, damage to
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Overseas Shipholding Group, Inc.
reputation and brand, or liability for the release of confidential information, and any breach or incident may have a material
impact on our operations and financial results.
Delays or disruptions in implementing new technological and management systems could impair the Company’s ability to
operate and adversely affect its business.
The Company is currently in the process of transitioning to a new software system for managing ship operations. From time to
time the Company implements new systems or upgrades technological resources utilized in running its business. The transition
to new technology requires a significant investment in capital and personnel resources and the coordination of numerous
software and system providers and internal business teams. The Company may experience difficulties as it manages these
changes and transitions to a new system and upgrades its technological resources, including loss or corruption of data, delays,
decreases in productivity as personnel implement and become familiar with new systems and processes, and unanticipated
expenses. Additionally, the Company could be adversely affected if the new software system it is implementing for managing
ship operations or other new or upgraded technological resource are defective, not installed properly, fail to perform as
marketed or are not properly integrated into existing operations. In addition, the implementation of a new system may not result
in improvements that outweigh the cost of implementation. System implementation failures or operational failures, including
unauthorized access by third parties to our new software system (which could have the effects described in the preceding risk
factor) could have adverse effects on the Company’s business, financial position, and ability to operate in a complex industry.
The Company could face significant liability if one or more multiemployer plans in which it participates is reported to have
underfunded liabilities or if the Company withdraws from participation in one or more multiemployer pension plans in
which it participates.
The Company is a party to collective-bargaining agreements that require contributions to three jointly managed multiemployer
pension plans covering seagoing personnel of U.S. Flag vessels. Our required contributions to these plans could increase
because of a shrinking contribution base as a result of the insolvency or withdrawal of other companies that currently contribute
to these plans, the inability or failure of withdrawing companies to pay their withdrawal liability, low interest rates, lower than
expected returns on pension fund assets or other funding deficiencies. Certain of these multiemployer plans are currently
underfunded. Significantly underfunded pension plans are required to improve their funding ratios within prescribed intervals
based on the level of their under-funding. As a result, OSG’s required contributions to these plans may increase in the future. In
addition, a termination of or voluntary withdrawal from or a mass withdrawal of all contributing employers from an
underfunded multiemployer pension plan would require OSG to make payments to the plan for our proportionate share of such
multiemployer pension plan’s unfunded vested liabilities. See Note 15, “Pension and Other Post Retirement Benefit Plans,” to
the Company’s consolidated financial statements set forth in Item 8 for additional information. Requirements to pay increased
contributions or withdrawal liabilities could have a material adverse impact on our liquidity and results of operations.
Risks Related to Our Industry
The Company’s business, results of operations and financial condition have been adversely affected and could in the future
be materially adversely affected by public health threats.
COVID-19 revealed the significant impacts throughout the world of a threat to public health. Such threats prompt governments
and businesses to take unprecedented measures in response, including restrictions on travel and business operations, temporary
closures of businesses, and quarantine and shelter-in-place orders. Global pandemics can, and have, significantly curtailed
global economic activity and caused significant volatility and disruption in global financial markets, which could adversely
affect the Company’s business, results of operations and financial condition. The extent to which global or regional health
threats impact the Company’s operational and financial performance depends on many factors outside the Company’s control,
including the timing, extent, trajectory and duration of the threat; the emergence of new variants; availability, distribution and
effectiveness of vaccines and treatments; the imposition or relaxation of protective public safety measures; and the impact on
the economy and demand for petroleum products and the Company’s vessels.
Volatile changes in supply and demand for oil and refined products, charter rates and vessel values, and the factors that
influence such changes, could adversely affect the Company’s earnings, liquidity and available cash.
The marine transportation industry is both cyclical and volatile in terms of demand, 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
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Overseas Shipholding Group, Inc.
products. Factors affecting these changes in supply and demand are generally outside of the Company’s control. Factors
influencing the demand for tanker capacity, and impacting our costs and profitability, include: (i) supply and demand for, and
availability of energy resources such as oil, oil products and natural gas, which affect customers’ need for vessel capacity; (ii)
availability of refining capacity and inventories; (iii) changes in the production levels of crude oil; (iv) increases in the supply
of Jones Act vessels without a commensurate increase in demand; (v) global and regional economic and political conditions,
including armed conflicts, terrorist activities and strikes, and international sanctions, embargoes, import and export restrictions
or nationalizations and wars, such as the Russian war in Ukraine, that create uncertainties in the supply of and demand for oil;
(vi) 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; and (vii)
increasing interest globally, from a regulatory and demand viewpoint, in transitioning to carbon neutral energy sources and the
development and use of alternative fuels in order to reduce greenhouse gas emissions that impact the fuel we transport as cargo
and use in fueling our own vessels.
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, invest in new technologies or equipment, or
to retain in service older capacity are influenced by the general state of the marine transportation industry from time to time.
Factors influencing the supply of vessel capacity include (i) the number of newbuild deliveries or the conversion of vessels into
or out of transporting oil; (ii) the number of vessels removed from service, such as via recycling, scrapping or conversion to
storage; and (iii) the 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.
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 OSG’s operations, financial results and cash flows.
Changes in fuel prices may adversely affect our earnings.
Fuel is a significant 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. Moreover, higher fuel prices could reduce the profitability and competitiveness of the Company’s business
compared to other forms of transportation. The price and supply of fuel is unpredictable and fluctuates based on events outside
the Company’s control.
The market value of vessels fluctuates significantly, which could adversely affect OSG’s liquidity or otherwise adversely
affect its financial condition.
The market value of Jones Act and U.S. Flag vessels has fluctuated over time. The fluctuating market values of the vessels can
impact the Company’s liquidity regardless of whether the Company sells or continues to hold the vessels. For example, selling
a vessel at a sale price that is less than the vessel’s carrying amount on the Company’s financial statements will result in a loss
on the sale and a reduction in earnings and surplus. Declining values of the Company’s vessels could adversely affect the
Company’s liquidity by limiting its ability to raise cash by refinancing vessels. The Company may also experience significant
impairment charges upon a decline in vessel value. Any charges relating to such impairments could adversely affect the
Company’s liquidity, results of operations and financial condition.
OSG conducts certain of its operations internationally, which subjects the Company to changing economic, political and
governmental conditions abroad that may adversely affect its business.
The Company conducts certain of 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. OSG must comply with complex foreign and U.S. laws and regulations, such as environmental
regulations requiring investments and upgrades, 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 anti-competition regulations.
OSG’s operations may also subject its employees and agents to extortion attempts. 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 OSG has policies and procedures designed
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Overseas Shipholding Group, Inc.
to achieve compliance with these laws and regulations, OSG cannot be certain that its employees, contractors, joint venture
partners or agents will not violate these policies and procedures.
Shipping is a business with inherent risks, and OSG’s insurance may not be adequate to cover its losses.
OSG’s vessels and their cargoes are at risk of being damaged or lost due to accidents, bad weather, mechanical failure, human
error, and other factors. These hazards may result in death or injury; loss of revenues or property; environmental damage;
higher insurance rates; damage to customer relationships and industry reputation; and market disruptions, and delay or
rerouting, all of which may also subject OSG to litigation. The operation of tankers 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. While the Company carries insurance to protect against certain of these risks,
risks may arise against which the Company is not adequately insured. 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. The occurrence of the events described above, and the increases in
the costs (or unavailability) of insurance covering such events could adversely affect the OSG’s business, financial condition,
results of operation and cash flows.
Terrorism, piracy, or hostilities could adversely affect the Company’s business.
Although the Company’s fleet operates mainly in U.S. waters, there are occasions when a vessel may be in an area where
terrorist or pirate attacks, or hijackings are a concern. If attacks result in regions in which the Company’s vessels are deployed
being characterized by insurers as “war risk” zones 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. While OSG believes the charterer remains liable for
charter payments when a vessel is seized by pirates, disputes with the charterer may result in the delay or non-payment of
charter hire, or cancellation of the charter party. The Company may not be adequately insured to cover losses from these
incidents, or an increase in the cost (or unavailability) of insurance for those vessels could have a material adverse impact on
OSG’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 its charters.
Terrorism or international hostilities could cause political instability, 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. 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 OSG’s business, financial condition, results of
operations and cash flows.
Risks Related to Legal and Regulatory Matters
Compliance with complex laws and regulations and environmental laws and regulations, including those relating to the
emission of greenhouse gas gases, may adversely affect OSG’s business.
The Company’s operations are affected by extensive, complex, and changing international, national, and local environmental
protection laws, regulations, treaties, conventions and standards designed to reduce the risk of oil spills and water pollution and
to regulate and reduce air emissions, including emission of greenhouse gases. These regulations are summarized in detail in
Item 1, “Business - Environmental, Safety and Security Matters”. These requirements impose significant capital and operating
costs on OSG as well as the potential for unlimited liability in certain circumstances.
Due to concern over the risks of climate change, a number of countries, including the United States, and international
organizations, including the IMO and the EU, have adopted, or are considering the adoption of, regulatory frameworks to
reduce greenhouse gas emissions. Regulations and the reporting mechanisms to measure emissions are evolving, as multiple
concerned constituents attempt to standardize the measurement and reporting of varying operational factors for many types of
vessels and conditions, including such measures as the Energy Efficiency Existing Ship Index (“EEXI”) and the Carbon
Intensity Indicator (“CII”). The CII’s letter grading system for a ship’s CO2 emissions performance is based upon calculation
methodologies that are presently being debated, correction factors that are open to further modification, and a review process
that will remain open until 2026, leading to considerable uncertainties in interpretation and enforcement. Absent a change in the
18
Overseas Shipholding Group, Inc.
CII rules as currently stated, ships with low grades may face the potential threat of enforcement and retirement if the ratings do
not improve during the stipulated remediation period. The mechanisms to achieve a “passing” grade may require changes in
the responsibilities among the supply chain participants, changes to the operating patterns of vessels or the speeds at which they
may sail, or the types of fuel to be consumed, as well as capital investments in equipment and technology many of which are
not yet established as viable.
These regulations could result in significant financial and operational impacts on the Company’s business and on the global
industry, including requiring OSG to install new emission controls, to invest in technologies or equipment, to retrofit vessels, to
acquire allowances, or to pay taxes related to its greenhouse gas emissions. Further, in cases where the Company invests in new
technologies or equipment, there is no assurance that such technologies or equipment will perform as expected, notwithstanding
that the Company will have performed due diligence in selecting the particular technology or equipment.
Environmental laws and regulations 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, OSG could incur material liabilities, including
cleanup obligations, natural resource damages, fines and penalties in the event that there is a release of oil, petroleum or other
hazardous substances from its vessels or otherwise in connection with its operations. OSG could be 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.
It can be expected that these regulations will continue to become stricter in the future and will require the Company to incur
significant capital expenditures to keep its vessels 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 OSG’s financial condition. The failure to
comply with local, domestic and foreign regulations may subject the Company 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.
The Company’s business would be adversely affected if it failed to comply with the Jones Act’s limitations on U.S. coastwise
trade, or if these limitations were waived, modified or repealed, or if changes in international trade agreements were to
occur.
The Company is responsible for monitoring the foreign ownership of its common stock and other interests to ensure
compliance with the Jones Act. The Company could lose the privilege of owning and operating vessels in the Jones Act trade if
non-U.S. Citizens were to own or control, in the aggregate, more than 25% of the equity interests in the Company. Such loss
would have a material adverse effect on the Company’s business and results of operations. In addition, failure to comply with
the Jones Act could result in the Company being deemed to have violated other U.S. federal laws that prohibit a foreign transfer
of U.S. documented vessels without government approval, resulting in severe penalties, including permanent loss of U.S.
coastwise trading privileges or forfeiture of the vessels deemed transferred, and fines.
Maritime transportation services are currently excluded from the General Agreement on Trade in Services (“GATS”) and are
the subject of reservations by the United States in the North American Free Trade Agreement (“NAFTA”) and other
international free trade agreements. If maritime transportation services were included in GATS, NAFTA or other international
trade agreements, or if the restrictions contained in the Jones Act were otherwise repealed or altered, the transportation of
maritime cargo between U.S. ports could be opened to international flag or foreign built vessels. Interest groups regularly lobby
Congress, and legislation has been introduced, to repeal certain provisions of the Jones Act or to grant extensive waivers so as
to facilitate international flag competition for trades and cargoes currently reserved for U.S. Flag vessels under the Jones Act.
The Company expects that continued efforts will be made to modify, repeal, or waive the Jones Act. Because international
vessels may have lower construction costs, wage rates and operating costs, this could significantly increase competition in the
coastwise trade, which could have a material adverse effect on the Company’s business, results of operations, cash flows and
financial condition.
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Overseas Shipholding Group, Inc.
The U.S. government 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.
The U.S. government could requisition one or more of the Company’s vessels for title or hire, typically occurring during a
period of war or emergency. OSG participates in the Maritime Security Program for such purposes. The U.S. government
requisition of one or more of the Company’s vessels could impact the Company’s business, financial condition, results of
operations and available cash if the charter rates we receive from the government while on requisition are less than the charter
rates that are being replaced, or if the government refuses to pay the requisition charter rate.
The employment of the Company’s vessels could be adversely affected by an inability to clear the oil majors’ risk assessment
processes.
The major oil companies have developed strict due diligence processes 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. The Company’s charterers require that the Company’s vessels and the technical
managers pass vetting inspections and management audits. The failure of the Company’s vessels or managers to maintain these
standards could put the Company in breach of the applicable charter agreement and lead to termination of such agreement,
thereby adversely affecting revenues.
Transfers or issuances of the Company’s equity may impair or reduce the Company’s ability to utilize its net operating loss
carryforwards and certain other tax attributes in the future.
Section 382 of the Internal Revenue Code of 1986, as amended, contains rules that limit the ability of a company that
undergoes an “ownership change” to utilize its net operating loss and tax credit carry forwards and certain built-in losses
recognized in years after the ownership change. An “ownership change” is generally defined as any change in ownership of
more than 50% of a corporation’s stock over a rolling three-year period by stockholders that own (directly or indirectly) 5% or
more of the stock of a corporation or arising from a new issuance of stock by a corporation. If an ownership change occurs,
Section 382 imposes an annual limitation on the use of pre-ownership change net operating losses, credits and certain other tax
attributes to offset taxable income earned after the ownership change. The annual limitation is equal to the product of the
applicable long-term tax-exempt rate and the value of the company’s stock immediately before the ownership change. This
annual limitation may be adjusted to reflect any unused annual limitation for prior years and certain recognized built-in gains
and losses for the year. In addition, Section 383 generally limits the amount of tax liability in any post-ownership change year
that can be reduced by pre-ownership change tax credit carryforwards. If the Company were to undergo an “ownership
change,” and therefore become subject to limitations described above, it could have a material adverse effect on the Company’s
business, financial condition, results of operations and cash flows.
20
Overseas Shipholding Group, Inc.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
We lease two properties that house offices used in the administration of our operations: a property of approximately 18,300
square feet in Tampa, Florida, and a property of approximately 4,000 square feet in Beaverton, Oregon. We also lease 3.2 acres
in Tampa, Florida on which two Company-owned buildings aggregating 15,000 square feet sit, and a property of approximately
18,600 square feet in Portland, Oregon used to store spares and parts for our vessels.
We do not own or lease any production facilities, plants, mines or similar real properties.
Vessels:
At December 31, 2022, the Company owned or operated an aggregate of 21 vessels. See tables presented under Item 1,
“Business—Fleet Operations.”
ITEM 3. LEGAL PROCEEDINGS
We are party to lawsuits and claims arising out of the normal course of business. In management’s opinion, there are no known
pending claims or litigation, the outcome of which would, individually or in the aggregate, have a material effect on our
consolidated results of operations, financial position, or cash flows.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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Overseas Shipholding Group, 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 Class A common stock is listed on the New York Stock Exchange under the symbol “OSG.”
On March 6, 2023, there were 102 stockholders of record of the Company’s Class A common stock.
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 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 certain of the Company’s loan
agreements.
Section 170(a) of the Delaware General Corporation Law (“DGCL”) only permits dividends to be declared out of two legally
available sources: (1) surplus, or (2) if there is no surplus, net profits for the year in which the dividend is declared or the
preceding year (so-called “nimble dividends”). However, dividends may not be declared out of net profits if “the capital of the
corporation, computed in accordance with sections 154 and 244 of the DGCL, shall have been diminished by depreciation in
the value of its property, or by losses, or otherwise, to an amount less than the aggregate amount of the capital represented by
the issued and outstanding stock of all classes having a preference upon the distribution of assets.”
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 Class A common stock that may be issued under the 2019
Incentive Compensation Plan for Management and the Non-Employee Director Incentive Compensation Plan.
Equity Securities
See Note 12, “Capital Stock and Stock Compensation,” to the Company’s consolidated financial statements set forth in Item 8,
“Financial Statements and Supplementary Data,” for a description of Class A warrants exercised in exchange for Class A
common stock, which is incorporated by reference in this Part I, Item 5.
On June 13, 2022, the Company’s Board of Directors authorized a program to purchase up to five million shares of the
Company’s common stock. Under the program, the Company repurchased shares from time to time in open market transactions
or in privately negotiated transactions. The program was completed in October 2022.
During the quarter ended December 31, 2022, purchases of the Company’s common stock under the share repurchase program
were as follows:
October 1, 2022 through October 31, 2022
November 1, 2022 through November 30, 2022 (1)
December 1, 2022 through December 31, 2022
Period
Total Number Shares
of Class A Purchased
1,221,113
5,000,000
$
$
— $
$
6,221,113
Average Price Paid per
Share of Class A
3.04
2.86
—
2.90
(1) In November 2022, the Company purchased five million shares of the Company’s common stock from Cyrus Capital, a
major stockholder, at a price of $2.86 per share for a total of $14,300 using available cash. The purchase price for the
shares was determined based on the trailing 3-day volume weighted average price at the market closing on November 10,
2022.
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Overseas Shipholding Group, Inc.
During the year ended December 31, 2022, in connection with the vesting of restricted stock units in January, February, March
and July, the Company withheld the following number of shares of Class A common stock from certain members of
management to cover withholding taxes:
Period
January 1, 2022 through January 31, 2022
February 1, 2022 through February 28, 2022
March 1, 2022 through March 31, 2022
July 1, 2022 through July 31, 2022
ITEM 6. RESERVED
Total Number
Shares of Class A
Purchased
Average Price Paid
per Share of
Class A
64
24,876
154,100
60,646
239,686
$
$
$
$
$
1.79
1.92
2.10
2.06
2.07
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Overseas Shipholding Group, Inc.
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, 2022 and 2021 and its results of operations
for the years ended December 31, 2022 and 2021, 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
Our 21-vessel fleet operates as a single reportable segment. We believe that this is appropriate as our chief operating decision
maker makes decisions about resource allocations and reviews and measures our results as one line of business with similar
regulatory requirements, customers and commodities transported. Revenues are derived predominantly from time charter
agreements, which provide a predictable level of revenues. We derived approximately 30% of our total shipping revenues and
25% of our total TCE revenues in the spot market and COAs for 2022.
OPERATIONS AND OIL TANKER MARKETS
Our revenues are highly sensitive to patterns of supply and demand for vessels of the size and design configurations owned and
operated by us and the trades in which those vessels operate. Rates for the transportation of crude oil and refined petroleum
products 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 cargoes need to be transported. In the Jones Act trades within
which the substantial majority of our vessels operate, demand factors for transportation are affected almost exclusively by supply
and distribution decisions of oil producers, refiners and distributors based in the United States. Further, the demand for U.S.
domestic oil shipments is significantly affected by the state of the U.S. and global economies, the level of imports into the U.S.
from OPEC and other foreign producers, oil production in the United States, and the relative price differentials of U.S. produced
crude oil and refined petroleum products as compared with comparable products sourced from or destined for foreign markets,
including the cost of transportation on international flag vessels to or from those markets. The number of vessels is affected by
newbuilding deliveries and by the removal of existing vessels from service, principally through storage, layup, deletions, or
conversions. Our revenues are also affected by the mix of charters between spot (voyage charters which include short-term time
charters) and long-term (time or bareboat charters).
The Russia/Ukraine conflict has resulted in economic sanctions against Russia, including the banning or limitation of oil
imports from Russia by certain countries and self-sanctioning by many oil companies and traders. In December 2022, the EU
banned waterborne crude oil imports from Russia and the G7 nations implemented a price cap limiting the global price paid for
Russian oil. Some countries have taken advantage of the current availability of Russian crude oil sold at a discount to world
prices. These circumstances have resulted in the redirection of oil (crude and refined product) trade flows, which are apt to
continue, reflecting the needs of countries that were large consumers of Russian oil to obtain other supply sources. Although
the United States was not a major importer of Russian oil, it is impacted by these global events. Crude and refined products that
were previously imported into the United States from non-Russian sources may not be available in prior quantities. Another
potential impact is more movement from domestic producing locations via pipeline and marine assets, which would increase
vessel demand. An increase in demand could result in higher utilization levels and potentially higher rates for Jones Act
vessels.
Renewable diesel produces less carbon dioxide and nitrogen oxide than conventional diesel. As it is chemically identical to
regular diesel, it can be used on its own or blended with conventional diesel. Production of renewable diesel increased in 2022
and is expected to grow significantly by 2025 as governments implement policies to encourage further growth of this fuel,
including California’s Low Carbon Fuel Standard. The U.S. Gulf Coast currently produces a significant proportion of U.S
renewable diesel, and California has been a large consumer of renewable diesel. Marine transportation provides the most cost-
effective solution to move finished product to the West Coast. The length of the trip to California creates a significant increase
in ton mile demand, creating a large new market for Jones Act shipping.
During the COVID-19 pandemic we placed seven vessels in layup in order to allow us to reduce the operating costs associated
with vessels that were without charter. As demand returned, in the fall of 2021 we began to bring vessels out of layup and operate
them in the spot market. In January 2022 and late February 2022, two more vessels came out of layup. We continued to see an
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Overseas Shipholding Group, Inc.
increase in demand during the first half of 2022 and as a result, our last two vessels in layup returned to service in May 2022.
During 2022, we started to see a resumption of more typical customer behavior, with charterers entering into longer term time
charter agreements.
During the pandemic and continuing today, we implemented procedures to protect the health and safety of our employees, crew
and contractors, as mandated or recommended by the Centers for Disease Control and Prevention, the U.S. Coast Guard, local
ports and shipyards, and country- and state-specific requirements. These additional procedures and delays have resulted in
increased costs, which at this point in time, have not been material but are expected to continue and may increase.
Having our vessels committed on time charters is a fundamental objective of our chartering strategy. We seek to have a majority
of available vessel operating days covered with time charters or COAs, but if such charters are not remunerative, or prove
achievable under certain market conditions, some of our vessels may operate in the spot market, which is more volatile and less
predictable. Because shipping revenues and voyage expenses are significantly affected by the mix between voyage charters and
time charters, we manage our vessels based on TCE revenues and rates, which are non-GAAP measures.
The increase in demand for Jones Act tankers and ATBs that started in the fourth quarter of 2021 and continued throughout 2022
has caused charterers to secure time charter contracts rather than relying on the spot market. This resulted in fewer vessels
available in the spot market, and spot activity decreased from 30 spot fixtures in the fourth quarter of 2021 to six in the fourth
quarter of 2022. All six spot fixtures were performed by ATBs.
Our vessels were employed for 98% of available days during 2022, with 159 of a total 7,025 available days (excluding 227 days
vessels were off-hire due to drydock requirements) seeing vessels idle without employment. Industry-wide, there were no firm
Jones Act construction orders as of December 31, 2022.
Delaware Bay lightering volumes averaged 67,000 b/d in 2022 compared with 70,000 b/d in 2021. We have contract minimums
with our refinery customers that compensate us for barrels not lightered below minimum amounts.
RESULTS FROM VESSEL OPERATIONS
During the year ended December 31, 2022, shipping revenues increased by $107,738, or 30.0% compared to 2021. The
increase primarily resulted from a 1,953-day decrease in layup days as we had fewer vessels in layup during 2022 as compared
to 2021. During the first quarter of 2022, we had two vessels in layup for the full quarter and two additional vessels that came
out of layup in January 2022 and late February 2022. Our remaining two vessels in layup returned to service in May 2022. We
had seven vessels in layup for most of 2021, with two of seven vessels coming out of layup in September 2021. Additionally,
the increase in revenues resulted from an increase in average daily rates earned by our fleet and seven Military Sealift
Command voyages, which were longer international voyages, during the year ended December 31, 2022 compared to five such
voyages during the same period in 2021. The increase was partially offset by (a) fewer vessels in our fleet, as we sold one MR
tanker, the Overseas Gulf Coast, in June 2021 and returned three conventional tankers leased from American Shipping
Company in early to mid-December 2022, (b) a 38-day increase in scheduled drydocking and (c) a 15-day increase in repair
days.
Reconciliations of TCE revenues, a non-GAAP measure, to shipping revenues as reported in the consolidated statements of
operations follows:
Time charter equivalent revenues
Add: Voyage expenses
Shipping revenues
Years Ended December 31,
2022
2021
$
$
426,328
40,472
466,800
$
$
292,595
66,467
359,062
Consistent with general practice in the shipping industry, we use TCE 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.
TCE revenues, a non-GAAP measure, provides additional meaningful information in conjunction with shipping revenues, the
most directly comparable GAAP measure, because it assists management in decisions regarding the deployment and use of our
vessels and in evaluating their financial performance.
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Overseas Shipholding Group, Inc.
The following table provides a breakdown of TCE rates achieved for the years ended December 31, 2022 and 2021 between
spot and fixed earnings and the related revenue days.
For the years ended December 31,
Jones Act Handysize Product Carriers:
Average rate
Revenue days
Non-Jones Act Handysize Product Carriers:
Average rate
Revenue days
ATBs:
Average rate
Revenue days
Lightering:
Average rate
Revenue days
Alaska (a):
Average rate
Revenue days
2022
2021
Spot
Earnings
Fixed
Earnings
Spot
Earnings
Fixed
Earnings
$
$
$
$
$
51,565
637
45,562
730
37,211
177
68,523
455
$
$
$
$
— $
—
60,732
3,628
31,290
361
35,125
550
46,783
140
59,880
1,061
$
$
$
$
$
34,985
843
31,017
735
$
$
— $
—
73,624
365
$
65,794
1,856
10,048
520
33,849
727
—
—
— $
—
59,002
1,018
(a) Excludes one Alaska vessel currently in layup.
During 2022, TCE revenues increased by $133,733, or 45.7%, to $426,328 from $292,595 in 2021. The increase in TCE
revenues was primarily driven by the increase in shipping revenues explained above.
Voyage expenses decreased by $25,995, or 39.1%, to $40,472 in 2022 from $66,467 in 2021 primarily related to an absence of
expenses for oil pollution mitigation services for the Alaskan tankers during 2022 compared to $36,977 of these expenses
during 2021. These expenses were previously passed through to the charterer each month; however, the charterer is now paying
the expenses directly to the vendor. The decrease was partially offset by increases in fuel and port expenses related to higher
fuel prices and more voyage charters performed by our vessels during 2022 compared to 2021 and an increase in freight
brokerage fees due to removing vessels from layup during 2022.
Vessel expenses increased by $36,253, or 25.8%, to $176,666 in 2022 from $140,413 in 2021 primarily due to an increase in
crewing costs. The increase in crewing costs was related to fewer vessels in layup during 2022 compared to 2021 and higher
negotiated rates paid to our seafarers under collective bargaining agreements with U.S. maritime unions.
Charter hire expenses decreased by $1,317, or 1.5%, to $88,849 in 2022 from $90,166 in 2021. The decrease primarily resulted
from less charter hire expense paid during 2022 compared to 2021 due to the redelivery of three conventional tankers leased
from American Shipping Company in early to mid-December 2022.
Depreciation expense increased by $8,814, or 14.3%, to $70,637 in 2022 from $61,823 in 2021. The increase primarily resulted
from an increase in amortization of drydock costs.
Two of our reflagged U.S. Flag Product Carriers participate in the U.S. Maritime Security Program, which is designed to ensure
that privately-owned, military-useful U.S. Flag vessels are available to the U.S. Department of Defense in the event of war or
national emergency. Each of the vessel-owning companies receives an annual stipend, subject in each case to annual
congressional appropriations, which is intended to offset the increased cost incurred by such vessels from operating under the
U.S. Flag. Such stipend was $5,300 on one vessel and $3,952 on one vessel in 2022 and $5,250 for each vessel in 2021.
Under the terms of the program, we expect to receive up to $5,300 for each vessel in 2023. We do not receive a stipend for any
days for which either of the two vessels operate under a time charter to a U.S. government agency.
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Overseas Shipholding Group, Inc.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses increased $2,888, or 12.0%, to $26,985 from $24,097 in 2021. The increase was primarily
driven by higher compensation and benefits costs related to the recognition of stock compensation costs for performance-based
RSUs due to the fact that at the end of the second quarter of 2022 it became probable that some of the operational and financial
goals specified in the RSUs were met and an increase in headcount during 2022 compared to 2021.
BAD DEBT RECOVERY
Bad debt recovery was $0 in 2022 compared to $1,080 in 2021. In June 2019, one of our lightering customers, Philadelphia
Energy Solutions LLC (“PES”), suffered an explosion and fire at its refinery in the Delaware Bay. In July 2019, PES filed a
Chapter 11 bankruptcy petition. At the end of the second quarter of 2019, we established a loss provision of $4,300 related to
$4,300 in outstanding receivables from PES. In May 2020, the PES bankruptcy process resulted in the sale of the refinery
complex, which was permanently closed. During the fourth quarter of 2021, our recovery became determinable and we
recognized a recovery of $1,080, which the payment was received by us in February 2022.
LOSS ON DISPOSAL OF VESSELS AND OTHER PROPERTY, INCLUDING IMPAIRMENTS, NET
Loss on disposal of vessels and other property, including impairments, net was $0 in 2022 compared to $6,276 in 2021. The
decrease was primarily a result of the sale of the Overseas Gulf Coast during the second quarter of 2021 for $32,128, net of
broker commissions and other fees, resulting in a loss, and an impairment charge of $1,000 recorded on two of the Company’s
leased vessels.
OTHER INCOME, NET
Other income, net increased $1,342, or 67.6%, to $3,327 in 2022 from $1,985 in 2021. The increase was primarily a result of
the annual actuarial adjustments related to our pension and other postretirement benefit plans.
INTEREST EXPENSE
Interest expense increased $3,857, or 13.2%, to $33,060 in 2022 from $29,203 in 2021. The increase in interest expense was
primarily due to a higher average balance of debt outstanding throughout 2022 in comparison to 2021 and a higher rate of
interest on our term loan, due 2028, which we entered into in September 2021 (the “New Term Loan”), during the year ended
December 31, 2022 compared to the rate of interest we were paying on our prior term loan, due 2023, during the year ended
December 31, 2021. The prior term loan, due 2023 was paid off with proceeds from the New Term Loan. The increase was
partially offset by decreases in interest expense related to the replacement and payoff of our term loan, due 2026, with proceeds
from the New Term Loan in September 2021 and a prepayment of $16,000 we made on the Alaska tankers term loan, due 2025,
in September 2021.
INCOME TAX EXPENSE
The effective tax rates for the years ended December 31, 2022 and 2021 were 20.6% and 28.1%, respectively. The tonnage tax
exclusion created a decrease in the tax rate in 2022 from 2021 due to the change from net loss in 2021 to net income in 2022.
As of December 31, 2022, we had U.S. federal net operating loss carryforwards of $199,059 that are available to reduce future
taxes, if any. The existing federal net operating loss carryforwards begin to expire in 2034.
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.
27
Overseas Shipholding Group, Inc.
Liquidity
Working capital from continuing operations at December 31, 2022 was approximately $(38,000) compared with approximately
$(67,000) at December 31, 2021. Excluding the current portion of operating and finance lease liabilities, working capital was
approximately $30,000 at December 31, 2022 compared to $37,000 at December 31, 2021. The decrease in working capital was
primarily due to a decrease in cash and cash equivalents related to our purchase of a U.S. Treasury Note for $14,794 and our
repurchase of 10 million shares of our common stock for $29,040, as discussed below. Additionally, working capital decreased
due to an increase in accounts payable, accrued expenses and other current liabilities as a result of timing of accounts payable
payments made in 2022 compared to 2021. The decrease in working capital was partially offset by an increase in receivables
related to the timing of collections from our customers.
As of December 31, 2022, we had total liquidity on a consolidated basis comprised principally of $78,732 of cash and cash
equivalents. We manage our cash in accordance with our intercompany cash management system. Our cash and cash
equivalents, as well as our restricted cash balances, generally exceed Federal Deposit Insurance Corporation insurance limits.
We place our cash, cash equivalents and restricted cash in what we believe to be creditworthy 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. Restricted cash as of December 31, 2022 and 2021 was related to requirements under the
Unsecured Senior Notes.
As of December 31, 2022, we had total debt outstanding (net of deferred financing costs) of $423,363 and a total debt to total
capitalization of 55.5%, compared to $444,740 and 56.7%, respectively, at December 31, 2021.
Sources, Uses and Management of Capital
We generate significant cash flows from our complementary mix of time charters, voyage charters and COAs. Net cash
provided by operating activities in 2022 was $72,823. In addition to operating cash flows, our other current potential sources of
funds are additional borrowings, proceeds from the opportunistic sales of our vessels and proceeds from additional issuances of
equity securities. In the past, we have also obtained funds from the issuance of long-term debt securities.
We use capital to fund working capital requirements, maintain the quality of our vessels, comply with U.S. and international
shipping standards and environmental laws and regulations and repay or repurchase our outstanding loan facilities. We may
also use cash generated by operations to finance capital expenditures to modernize and grow our fleet.
In July 2022, we purchased a $15,000 U.S. Treasury Note for $14,794 with a maturity date of August 15, 2024. The U.S.
Treasury Note is classified as investment in security to be held to maturity and is carried at amortized cost on the consolidated
balance sheets as we have the intent and ability to hold until maturity.
In October 2022, we completed a share repurchase program using $14,740 of available cash to repurchase five million shares of
our company stock at an average price of $2.95. Additionally, in November 2022, we purchased five million shares of our
common stock from Cyrus Capital, a major stockholder, at a price of $2.86 per share for a total of $14,300 using available cash.
In June 2021, the Company sold the Overseas Gulf Coast for $32,128, net of broker commissions and other fees, resulting in a
loss of $5,268, which is included in loss on disposal of vessels and other property, including impairments, net on the
consolidated statements of operations.
On September 29, 2021, certain subsidiaries (the “Borrowers”) of the Company entered into a seven-year, $325,000 term loan
credit facility with Stonebriar Commercial Finance. Proceeds were used to pay off the Company’s term loan, due 2023, with
The Prudential Insurance Company of America, as administrative agent, and certain other lenders, and the Company’s term
loan, due 2026, with Wintrust Commercial Finance, for $237,983 and $20,298, respectively. Additionally, the Company used
proceeds to make a prepayment of $16,000, to partially prepay a term loan with Banc of America Leasing & Capital, LLC, the
Company’s Alaska tankers term loan, due 2025. The remaining proceeds were used for general working capital purposes. The
Company recognized an aggregate net loss of $7,961 on these transactions, which reflects a write-off of unamortized deferred
financing costs and prepayment fees. The new term loan bears interest at a rate of 7.75% and matures on October 1, 2028. The
performance of the Borrowers’ obligations under the term loan is guaranteed by the Company and certain other subsidiaries and
are secured by the Borrowers’ assets, including five tankers, three tugs, and two barges, and by the Company’s equity interests
in certain of its subsidiaries.
28
Overseas Shipholding Group, Inc.
The Company also completed amendments to the loans on the OSG 205 and OSG Courageous, Overseas Sun Coast and the
Alaskan Explorer and Alaskan Navigator conforming the covenants with the Stonebriar $325,000 loan.
Outlook
The Company’s revenues are sensitive to often highly cyclical patterns of supply and demand. In the core Jones Act trades
within which the majority of our vessels operate, demand factors for transportation have historically been affected almost
exclusively by supply and distribution of refined petroleum products in the United States. The emergence of demand for
domestic crude oil and renewable fuels transportation has in recent years added a new dimension to understanding traditional
Jones Act trades. Recent market conditions have created favorable conditions for extending the breadth and duration of time
charter coverage amongst our conventional tankers. We consider the “normalized” market in which our vessels trade to be one
that should be characterized by stable, longer-term chartering relationships with our customer base. Recent market conditions
have created favorable conditions to allow us to establish this normalized relationship with our key customers, giving us a
healthy book of time charter contracts, many of which extend for several years into the future. Notwithstanding the current
favorable environment, there have been in the past, and could well be in the future, periods of surplus of available capacity or
offsetting demand destruction, as was evident in recent years. During such periods of market stress, low charter rates make
medium term charters unattractive or simply unavailable. In such market environments, we have considered the cost of
acquiring cash flow visibility by committing vessels to charter contracts at sustained loss-making rates as being too high when
measured against what we believed to be an asymmetrical upside potential of being positioned to benefit from a recovery in
rates. As time charters expire, it is possible that such time charters will not renew and, even if they do, they may not renew on
comparable terms. Increased exposure to spot markets has been, and in the future will likely continue to be a consequence of
such thinking. Conversely, when supply and demand move more consistently into balance, and time charters become more
available at remunerative rates, and an increase in both the number and duration of period charters entered into with our
customers can be expected.
Earnings volatility which accompanies spot market exposure has important implications for liquidity management. The
retention of relatively high cash balances and efforts to reduce overall levels of debt and operating and administrative costs
should be understood as a necessary response to heightened uncertainty. In recent years, we have witnessed a strong trend
towards rebalance of supply, as tightening age restrictions imposed by our core customer base has progressively limited the
acceptability for use in service of aging vessels. A notable decline in the number of available trading vessels has occurred. This
recent positive trend was interrupted by the onset of the COVID-19 pandemic which caused a dramatic drop in domestic and
international transportation fuels demand. Changing mobility patterns arising out of stay-at-home and restricted travel policies
impacted the refining and distribution industry acutely. The short-term need for marine assets to move fuels in a constrained
demand environment was equally affected. These developments resulted in increased volatility and decreased forward visibility
of our future earnings, given the uncertainty surrounding the timing and the extent of a future recovery of normalized demand.
Notwithstanding the effects of pandemic related disruptions to normal demand patterns, the demand for both domestic crude oil
transportation and the movement of renewable diesel and its feedstocks have acted progressively as important factors in
affecting a restoration of a healthy balance between available vessel supply and overall domestic transportation demand. The
market transition that was emerging with this rebalancing of supply in the period prior to the onset of the COVID-19 pandemic
has now more recently reasserted itself, offering an increase in both the number and the duration of time charter contracts for
our vessels. The emergence of expanding demand for transporting renewable fuels, and the prospects for growth in this demand
in the years ahead, has become an important variable in the equation for determining the balance between future supply and
demand. The return to normalized levels of demand in domestic refined product trades, coupled with increased renewable fuels
transport activity, so long as that trend continues, should continue to underpin market conditions which we consider to be
supportive of our long-term business objectives.
As mentioned previously, we refinanced certain of our debt in 2021. The refinancing reduced our cash debt service
requirements; lengthened the maturity profile of our loans; reduced the remaining balance of the Alaska tanker loan due in
2025; and provided additional cash to the Company. We believe that these items, coupled with improved operating results, will
provide adequate resources to meet our ongoing liquidity needs.
Off-Balance Sheet Arrangements
The Company did not have, during the periods presented, and does not currently have, any off-balance sheet arrangements.
29
Overseas Shipholding Group, Inc.
Carrying Value of Vessels
We believe that the availability, quality and reliability of fair market valuations of U.S Flag vessels are limited given the fact
that the U.S. Flag market is relatively small and illiquid with very limited secondhand sales and purchases activity from which
to benchmark vessel values. As discussed in Note 9, “Fair Value Measurements and Fair Value Disclosures,” to our
consolidated financial statements set forth in Item 8, “Financial Statements and Supplementary Data,” we monitor for any
indicators of impairment in regards to the carrying value of our vessels.
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 majority of our revenue is generated from time charters and is 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.
The Company generates a portion of its revenue from 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 OSG. Under each method, voyages may be
calculated on either a load-to-discharge or discharge-to-discharge basis.
The Company recognizes revenue from voyage charters ratably over the estimated length of each voyage, calculated on a load-
to-discharge basis. 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 generally
paid by the Company’s customers.
The Company enters into COAs to provide transportation services between specified points for a stated quantity of cargo over a
specific time period, but without designating voyage schedules. The Company’s COAs include minimum purchase
requirements from customers that are expressed in either fixed monthly barrels, annual minimum barrel volume requirements or
annual minimum number of voyages to complete. The Company is required to transport and the charterer is required to provide
the Company with a minimum volume requirement.
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 new ATBs for which estimated useful lives of 30
years are used) from the date such vessel was originally delivered from the shipyard or 20 years from the date the Company’s
ATBs were rebuilt. 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. See Note 2, “Summary of Significant Accounting Policies” for further details.
The United States has not adopted the Hong Kong International Convention for the Safe and Environmentally Sound Recycling
of Ships (the “Convention”). While the Convention is not in effect in the United States, the EPA and the MARAD have, from
30
Overseas Shipholding Group, Inc.
time to time, required the owners of U.S. Flag vessels to make certifications regarding the presence of certain toxic substances
onboard vessels that they are seeking to sell to parties who (a) are not citizens of the United States and (b) intend to recycle the
vessels after they have been purchased (the “Recycling Purchasers”). In the event that more stringent requirements are imposed
upon the owners of U.S. Flag vessels seeking to sell their vessels to the Recycling Purchasers, such requirements could (a)
negatively impact the sales prices obtainable from the Recycling Purchasers or (b) require companies, including OSG, to incur
additional costs in order to sell their U.S. Flag vessels to the Recycling Purchasers or to other foreign buyers intending to use
such vessels for further trading.
Intangible Assets
The Company allocates the cost of acquired companies to the identifiable tangible and intangible assets and liabilities acquired,
with the remaining amount being classified as goodwill. The Company’s intangible assets represent long-term customer
relationships acquired as part of the 2006 purchase of Maritrans, Inc. See Note 9, “Fair Value Measurements and Fair Value
Disclosures,” for further discussion.
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.
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.”
CRITICAL ACCOUNTING ESTIMATES
Income Taxes, Deferred Tax Assets and Valuation Allowance
Our income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect management’s
best assessment of estimated future taxes to be paid. We are subject to income taxes only in the U.S. Significant judgments and
estimates are required in determining the consolidated income tax expense.
Deferred income taxes arise from temporary differences between the financial reporting and the tax basis of assets and
liabilities and from events that have been recognized in the financial statements and will result in taxable or deductible amounts
based on provisions of the tax law in different periods. In evaluating our ability to recover our net deferred tax assets within the
jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of
deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. A valuation
allowance is established to the extent it is more likely than not that some portion or the entire deferred tax asset will not be
realized. Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future.
Pension Benefits
In connection with the acquisition of Maritrans in November 2006, the Company assumed the obligations under the
noncontributory defined benefit pension plan that covered eligible employees of Maritrans (the “Maritrans Plan”). The
Company froze the benefits payable under the Maritrans Plan as of December 31, 2006. The Company has recorded pension
benefit costs based on assumptions and valuations developed with the support of its actuarial consultants. These valuations are
based on estimates and key 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. OSG 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
31
Overseas Shipholding Group, Inc.
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 participants in the Maritrans Plan 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.
In determining the benefit obligations at the end of the year measurement date, the Company continues to use the equivalent
single weighted-average discount rate, rounded to the nearest 5 basis points, that best matches projected benefit payments. See
Note 15, “Pension and Other Postretirement Benefit Plans,” for further discussion on the Company’s pension plans.
Vessel Impairment, Including Right-of-Use Assets
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 newbuilds. 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 may 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.
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 beyond the
expiry of any current time charters are based on internally forecasted rates that take into consideration average annual rates
published by a third-party maritime research service and are consistent with forecasts provided to the Company’s senior
management and Board of Directors. The internally forecasted rates are based on management’s evaluation of current economic
data and trends in the shipping and oil and gas industries. 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 internally forecasted rates 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 anticipated future demand. Estimates of a
residual value are consistent with the pattern of recycling rates used in management’s evaluation of salvage value.
In estimating the fair value of vessels for the purposes of the impairment tests, the Company utilizes estimates of discounted
future cash flows for each of the vessels (income approach) since the secondhand sale and purchase market for the type of U.S.
Flag vessels owned by OSG is not considered to be robust. See Note 9, “Fair Value Measurements and Fair Value Disclosures,”
for further discussion.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable due to our status as a smaller reporting company.
32
Overseas Shipholding Group, Inc.
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
TABLE OF CONTENTS
Years Ended December 31, 2022 and 2021
Page
Consolidated Balance Sheets at December 31, 2022 and 2021
Consolidated Statements of Operations for the Years Ended December 31, 2022 and 2021
Consolidated Statements of Comprehensive Income/(Loss) for the Years Ended December 31, 2022 and 2021
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021
Consolidated Statements of Changes in Equity/(Deficit) for the Years Ended December 31, 2022 and 2021
Notes to Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm (PCAOB ID Number 248)
34
35
36
37
38
39
67
33
Overseas Shipholding Group, Inc.
OVERSEAS SHIPHOLDING GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DOLLARS IN THOUSANDS
ASSETS
Current Assets:
Cash and cash equivalents
Voyage receivables, including unbilled of $11,364 and $3,777, net of reserve for
doubtful accounts
Income tax recoverable
Other receivables
Prepaid expenses
Inventories and other current assets
Total Current Assets
Vessels and other property, less accumulated depreciation and amortization
Deferred drydock expenditures, net
Total Vessels, Deferred Drydock and Other Property
Intangible assets, less accumulated amortization
Operating lease right-of-use assets
Investment security to be held to maturity
Other assets
Total Assets
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable, accrued expenses and other current liabilities
Current installments of long-term debt
Current portion of operating lease liabilities
Current portion of finance lease liabilities
Total Current Liabilities
Reserve for uncertain tax positions
Long-term debt, net
Deferred income taxes, net
Noncurrent operating lease liabilities
Noncurrent finance lease liabilities
Other liabilities
Total Liabilities
Commitments and contingencies (Note 17)
Equity:
Common stock - Class A ($0.01 par value; 166,666,666 shares authorized;
88,297,439 and 87,170,463 shares issued; 78,297,439 and 87,170,463 shares
outstanding)
Paid-in additional capital
Accumulated deficit
Treasury stock, 10,000,000 shares, at cost
Accumulated other comprehensive income
Total Equity
Total Liabilities and Equity
See notes to consolidated financial statements
December 31,
2022
December 31,
2021
$
78,732
$
83,253
19,698
1,914
5,334
385
2,283
108,346
726,179
38,976
765,155
18,017
206,797
14,803
25,945
1,139,063
54,906
23,733
63,288
4,000
145,927
175
399,630
70,233
149,960
16,456
16,997
799,378
$
$
14,586
1,882
5,816
543
2,895
108,975
761,777
43,342
805,119
22,617
152,027
—
26,991
1,115,729
49,901
22,225
100,010
4,000
176,136
179
422,515
63,744
73,150
18,998
22,393
777,115
883
597,455
(233,023)
(29,040)
336,275
3,410
339,685
1,139,063
$
872
594,386
(259,587)
—
335,671
2,943
338,614
1,115,729
$
$
$
34
Overseas Shipholding Group, Inc.
OVERSEAS SHIPHOLDING GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS
Shipping Revenues:
Time charter revenues
Voyage charter revenues
Operating Expenses:
Voyage expenses
Vessel expenses
Charter hire expenses
Depreciation and amortization
General and administrative
Bad debt recovery
Loss on disposal of vessels and other property, including impairments, net
Total operating expenses
Operating income/(loss) from vessel operations
Loss on extinguishment of debt, net
Other income, net
Income/(loss) before interest expense and income taxes
Interest expense, net
Income/(loss) before income taxes
Income tax (expense)/benefit
Net income/(loss)
Weighted Average Number of Common Shares Outstanding:
Basic - Class A
Diluted - Class A
Per Share Amounts:
Basic net income/(loss) - Class A
Diluted net income/(loss) - Class A
See notes to consolidated financial statements
Years Ended December 31,
2022
2021
$
327,329
139,471
466,800
40,472
176,666
88,849
70,637
26,985
—
—
403,609
63,191
—
3,327
66,518
(33,060)
33,458
(6,894)
26,564
$
254,744
104,318
359,062
66,467
140,413
90,166
61,823
24,097
(1,080)
6,276
388,162
(29,100)
(8,031)
1,985
(35,146)
(29,203)
(64,349)
18,097
(46,252)
89,556,195
91,400,041
90,587,454
90,587,454
0.30
0.29
$
$
(0.51)
(0.51)
$
$
$
$
35
Overseas Shipholding Group, Inc.
OVERSEAS SHIPHOLDING GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
DOLLARS IN THOUSANDS
Net income/(loss)
Other comprehensive (loss)/income, net of taxes:
Defined benefit pension and other postretirement benefit plans:
Net change in unrecognized prior service costs
Net change in unrecognized actuarial gain
Other comprehensive income
Comprehensive income/(loss)
See notes to consolidated financial statements
Years Ended December 31,
2022
2021
26,564
$
(46,252)
(553)
1,020
467
27,031
$
(554)
3,779
3,225
(43,027)
$
$
36
Overseas Shipholding Group, Inc.
OVERSEAS SHIPHOLDING GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
DOLLARS IN THOUSANDS
Cash Flows from Operating Activities:
Net income/(loss)
Items included in net income not affecting cash flows:
Depreciation and amortization
Bad debt recovery
Amortization of debt discount and other deferred financing costs
Compensation relating to restricted stock, stock unit and stock option grants
Deferred income tax expense/(benefit)
Interest on finance lease liabilities
Non-cash operating lease expense
Items included in net income related to investing and financing activities:
Loss on extinguishment and prepayments of debt, net
Loss on disposal of vessels and other property, including impairments, net
Payments for drydocking
Changes in operating assets and liabilities:
Operating lease liabilities
Increase in receivables
Decrease in income tax receivable
Increase in deferred revenue
Net change in other operating assets and liabilities
Net cash provided by/(used in) operating activities
Cash Flows from Investing Activities:
Expenditures for vessels and vessel improvements
Purchase of investment security to be held to maturity
Proceeds from disposal of vessels and other property
Net cash (used in)/provided by investing activities
Cash Flows from Financing Activities:
Payments on debt
Tax withholding on share-based awards
Payments on principal portion of finance lease liabilities
Deferred financing costs paid for debt amendments
Purchases of treasury stock
Extinguishment of debt and prepayments
Issuance of debt, net of issuance and deferred financing costs
Extinguishment of debt costs paid
Net cash (used in)/provided by 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 consolidated financial statements
Years Ended December 31,
2022
2021
$
26,564
$
(46,252)
70,637
—
1,129
3,574
6,347
1,618
89,127
—
—
(17,231)
(99,808)
(5,112)
(32)
3,435
(7,425)
72,823
(6,354)
(14,794)
—
(21,148)
(22,222)
(496)
(4,161)
(277)
(29,040)
—
—
—
(56,196)
(4,521)
83,253
78,732
$
61,823
(1,080)
2,099
2,232
(18,236)
1,799
90,863
5,295
6,276
(19,037)
(92,634)
(384)
(1,495)
9,666
(12,767)
(11,832)
(7,793)
—
32,128
24,335
(33,316)
(402)
(4,161)
(2,465)
—
(277,520)
321,531
(2,736)
931
13,434
69,819
83,253
$
37
Overseas Shipholding Group, Inc.
OVERSEAS SHIPHOLDING GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY/(DEFICIT)
DOLLARS IN THOUSANDS
Common
Stock
Paid-in
Additional
Capital
Retained
Earnings /
(Accumulated
Deficit)
Accumulated
Other
Comprehensive
(Loss)/Income
Treasury
Stock
Balance at December 31, 2020
Net loss
Other comprehensive income, net of taxes
Issuance and vesting of restricted stock awards
Taxes withheld and forfeitures of restricted
stock awards
Compensation related to Class A restricted
stock awards
Balance at December 31, 2021
Net income
Other comprehensive income, net of taxes
Issuance and vesting of restricted stock awards
Taxes withheld and forfeitures of restricted
stock awards
Compensation related to Class A restricted
stock awards
Purchases of treasury stock
Balance at December 31, 2022
$
$
864
—
—
8
—
—
872
—
—
13
(2)
—
—
883
$
$
See notes to consolidated financial statements
$
592,564
—
—
(8)
(213,335) $
(46,252)
—
—
— $
—
—
—
(282) $
—
3,225
—
(402)
2,232
594,386
—
—
(13)
(492)
3,574
—
597,455
—
—
(259,587)
26,564
—
—
—
—
—
—
—
—
—
—
—
—
—
(29,040)
$
(233,023) $ (29,040) $
—
—
2,943
—
467
—
—
—
—
3,410
$
Total
379,811
(46,252)
3,225
—
(402)
2,232
338,614
26,564
467
—
(494)
3,574
(29,040)
339,685
38
Overseas Shipholding Group, Inc.
OVERSEAS SHIPHOLDING GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS
NOTE 1 — BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS
The consolidated financial statements include the accounts of Overseas Shipholding Group, Inc., a Delaware corporation
incorporated in 1969, and its wholly owned subsidiaries (the “Company” or “OSG”, or “we” or “us” or “our”). The Company
owns and operates a fleet of oceangoing vessels engaged primarily in the transportation of crude oil and refined petroleum
products in the U.S. Flag trade. All significant intercompany balances and transactions have been eliminated in consolidation.
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.
2. 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 estimated useful lives of the vessels,
which are generally 25 years (except for new ATBs for which estimated useful lives of 30 years are used).
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 years to 15 years.
Interest costs are capitalized to vessels and other property during the period when vessels are under construction and
projects are in progress. During the years ended December 31, 2022 and 2021, interest costs capitalized were $1,378
and $1,427, respectively.
Expenditures incurred during a drydocking are deferred and amortized on the straight-line basis over the shorter of the
terms of the leases or 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 or from the date (as in the case of certain of the Company’s ATBs) a vessel was rebuilt. 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, a
prolonged weak market environment, a 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.
3.
Impairment of long-lived assets, including right-of-use 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, the requirement for
impairment could be triggered 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. A long-lived
asset impairment charge results in a new cost basis being established for the relevant long-lived asset. See Note 9,
“Fair Value Measurements and Fair Value Disclosures,” for further discussion on the impairment tests performed on
our vessels during the two years ended December 31, 2022.
39
Overseas Shipholding Group, Inc.
4.
5.
Intangible assets - Intangible assets with estimable useful lives are amortized over their estimated useful lives and are
reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of
the intangible asset may be impaired. See Note 9, “Fair Value Measurements and Fair Value Disclosures,” for further
discussion on the impairment test performed on the Company’s intangible assets at December 31, 2022.
Internal use software - The Company contracted with a third party to implement a cloud-based enterprise resource
planning software system. The Company concluded the arrangement is considered a cloud computing arrangement and
should be accounted for as a service contract under ASC 350, Intangibles-Goodwill and Other. Two of the modules
were completed and the Company put into service $3,500 of internal use software during 2022. The capitalized costs
less accumulated depreciation of $292 is included in other assets on the consolidated balance sheets at December 31,
2022 and are being amortized on the straight-line basis over their estimated useful lives of five years.
6. Deferred finance charges - Finance charges incurred in the arrangement and amendment of debt are deferred and
amortized to interest expense on an effective interest method over the life of the related debt.
Unamortized deferred financing charges of $4,697 and $5,542 relating to the Company’s term loans are netted against
long-term debt in the consolidated balance sheets as of December 31, 2022 and 2021, respectively. Interest expense
relating to the amortization of deferred financing charges amounted to $1,129 in 2022 and $2,099 in 2021.
7. Revenue and expense recognition - Revenues from time charters are accounted for as operating leases and are thus
recognized ratably over the rental periods of such charters, as service is performed. Revenues from voyage charter
contracts are recognized ratably over the estimated length of each voyage, calculated on a load-to-discharge basis.
The Company classifies time charter leasing arrangements less than 90 days within the voyage charter revenue
financial statement line item because the Company believes the pricing negotiated within these short-term time charter
contracts more closely aligns with the Company’s voyage charter spot market.
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 generally
paid by the Company’s customers.
The Company receives a stipend pursuant to the Maritime Security Act of 1996 for the two U.S. Flag Product Carriers
which participate in the U.S. MSP program. This stipend has been recorded as an offset to vessel expenses which
amounted to $9,252 in 2022 and $10,500 in 2021.
8. Voyage receivables - All customers are granted credit on a short-term basis and related credit risks are considered
minimal. The Company routinely reviews its voyage receivables and makes provisions for probable doubtful accounts;
however, those provisions are estimates and actual results could differ from those estimates and those differences may
be material. Voyage receivables are deemed uncollectible and removed from accounts receivable and the allowance
for doubtful accounts when collection efforts have been exhausted.
9. Concentration of credit risk - Financial instruments that potentially subject the Company to concentrations of credit
risk are voyage receivables due from charterers. With respect to voyage receivables, the Company limits its credit risk
by performing ongoing credit evaluations. Voyage receivables reflected on the consolidated balance sheets as of
December 31, 2022 and 2021 are net of a reserve for doubtful accounts of $197 and $150, respectively.
During the years ended December 31, 2022 and 2021, the Company had two individual customers who accounted for
10% or more of the Company’s revenues. The customers and their related percentages were Hilcorp North Slope LLC
(14.2%) and Valero Marketing and Supply Company (10.2%) for the year ended December 31, 2022 and Hilcorp
North Slope LLC (28.2%) and BP Products North America Inc. (10.6%) for the year ended December 31, 2021.
The Company’s cash and cash equivalents balances generally exceed Federal Deposit Insurance Corporation insurance
limits. Cash and cash equivalents are placed in what the Company believes to be creditworthy financial institutions. In
addition, certain of the Company’s money market accounts invest in U.S. Treasury securities or other obligations
issued or guaranteed by the U.S. government or its agencies.
10. Income taxes - 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
40
Overseas Shipholding Group, Inc.
included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the
differences between the financial statements and tax basis 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.
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 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.
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 and
internal use software, estimates used in assessing the recoverability of vessels, intangible assets and other long-lived
assets, liabilities incurred relating to pension benefits, and income taxes. Actual results could differ from those
estimates.
12. Segment information - Operating segments are defined as components of an enterprise that engage in business
activities. The Company has determined that it operates its business as a single segment as its chief operating decision
maker makes decisions about resource allocations and reviews and measures the Company’s results as one line of
business with similar regulatory requirements, customers and commodities transported.
13. Inventories - Inventories are included in the inventories and other current assets line item on the consolidated balance
sheets. Inventories are accounted for on the first in first out basis and consist of fuel on the Company’s vessels.
14. Recently issued accounting standards — In November 2019, the FASB issued ASU 2019-10, Financial Instruments –
Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates, which
allows a two-bucket approach for determining the effective dates of these accounting standards. Under this approach,
the buckets would be defined as follows:
Bucket 1— All public business entities (“PBEs”) that are SEC filers (as defined in U.S. GAAP), excluding
smaller reporting companies (“SRCs”) (as defined by the SEC). The credit losses standard became effective
January 1, 2020.
Bucket 2— All other entities, including SRCs, other PBEs that are not SEC filers, private companies, not-for-
profit organizations, and employee benefit plans. The credit losses standard became effective January 1, 2023.
At June 30, 2019, the evaluation date for purposes of determining the applicability of the credit losses standard, the
Company met the SEC definition of a smaller reporting company. Accordingly, the Company adopted the credit losses
standard as of January 1, 2023. Management does not expect the adoption of this accounting standard to have a
material impact on the Company’s consolidated financial statements.
41
Overseas Shipholding Group, Inc.
NOTE 3 — EARNINGS PER COMMON SHARE
Basic earnings per common share is computed by dividing earnings by the weighted average number of common shares
outstanding during the period. As management deems the exercise price for the Class A warrants of $0.01 per share to be
nominal, warrant proceeds are ignored, and the shares issuable upon Class A warrant exercises are included in the calculation
of basic weighted average common shares outstanding for all periods.
The computation of diluted earnings per share assumes the issuance of common stock for all potentially dilutive stock options
and restricted stock units.
Class A
As of December 31, 2022, there were 3,672,646 shares of Class A common stock issuable under outstanding restricted stock
units and 1,478,756 shares of Class A common stock issuable under outstanding options, both of which are considered to be
potentially dilutive securities. As of December 31, 2021, there were 3,371,177 shares of Class A common stock issuable under
outstanding restricted stock units and 1,478,756 shares of Class A common stock issuable under outstanding options, both of
which are considered to be potentially dilutive securities.
The components of the calculation of basic earnings per share and diluted earnings per share are as follows:
Net income/(loss)
Weighted average common shares outstanding:
Class A common stock - basic
Class A common stock - diluted
Years Ended December 31,
2022
2021
$
26,564
$
(46,252)
89,556,195
91,400,041
90,587,454
90,587,454
For the year ended December 31, 2022, there were dilutive equity awards outstanding covering 1,843,846 shares. Awards of
609,956 shares (related to restricted stock units and stock options) were not included in the computation of diluted earnings per
share because inclusion of these awards would be anti-dilutive. For the year ended December 31, 2021, awards under which
2,017,810 shares may be issued related to restricted stock units and stock options were not included in the computation of
diluted earnings per share because inclusion of these awards would be anti-dilutive due to a net loss during the period.
NOTE 4 — REVENUE RECOGNITION
Shipping Revenues
Time Charter Revenues
The Company enters into time charter contracts under which a customer pays a fixed daily or monthly rate for a fixed period of
time for use of a vessel. The Company recognizes revenues from time charters as operating leases ratably over the
noncancellable contract term. Customers generally pay voyage expenses such as fuel, canal tolls and port charges. The
Company also provides the charterer with services such as technical management expenses and crew costs. While there are
lease and non-lease components related to time charter contracts, the predominant component of the contract is the charterer’s
lease of the vessel. The non-lease components of the contract have the same timing and pattern of transfer as the underlying
lease component; therefore, the Company applies the practical expedient of combining lease and non-lease components and
recognizes revenue related to this service ratably over the life of the contract term.
Voyage Charter Revenues
The Company enters into voyage charter contracts, under which the customer pays a transportation charge (voyage freight) for
the movement of a specific cargo between two or more specified ports. The Company’s performance obligation under voyage
charters, which consists of moving cargo from a load port to a discharge port, is satisfied over time. Accordingly, under ASC
606, the Company recognizes revenue from voyage charters ratably over the estimated length of each voyage, calculated on a
42
Overseas Shipholding Group, Inc.
load-to-discharge basis. The transaction price is in the form of a fixed fee at contract inception, which is the transportation
charge. Voyage charter contracts also include variable consideration primarily in the form of demurrage, which is additional
revenue the Company receives for delays experienced in loading or unloading cargo that are not deemed to be the responsibility
of the Company. The Company does not include demurrage in the transaction price for voyage charters since it is highly
susceptible to factors outside the Company’s influence. Examples of when demurrage is incurred include unforeseeable weather
conditions and security regulations at ports. The uncertainty related to this variable consideration is resolved upon the
completion of the voyage, the duration of which is generally less than 30 days.
U.S. Maritime Security Program
Two of the Company’s U.S. Flag Product Carriers participate in the U.S. Maritime Security Program (“MSP”), which is
designed to ensure that privately-owned, military-useful U.S. Flag vessels are available to the U.S. Department of Defense in
the event of war or national emergency. The Company considers the MSP contract with the U.S. government a service
arrangement under ASC 606. Under this arrangement, the Company receives a stipend pursuant to the Maritime Security Act of
1996 for each participating vessel, subject in each case to annual congressional appropriations. The stipend is intended to
reimburse owners for the additional costs of operating U.S. Flag vessels; therefore, the Company has presented this stipend as
an offset to vessel expenses.
Contracts of Affreightment
The Company enters into COAs to provide transportation services between specified points for a stated quantity of cargo over a
specific time period, but without designating voyage schedules. The Company has COAs to provide for lightering services and
other arrangements based on the number of voyages. These contracts are service contracts within the scope of ASC 606 for
which the underlying performance obligation is satisfied as transportation services are provided.
The Company’s COAs include minimum purchase requirements from customers that are expressed in either fixed monthly
barrels, annual minimum barrel volume requirements or annual minimum number of voyages to complete. The Company is
required to transport and the charterer is required to provide the Company with a minimum volume requirement.
COAs provide the charterer with the opportunity to purchase additional transportation services above the minimum. If this is
not considered a material right, the Company recognizes revenue related to the additional services at the contractual rate as the
product is transferred over time. If the additional transportation service is considered a material right, the Company allocates
the transaction price to the material right. As a result, the Company may recognize revenue related to COAs at an amount
different from the invoiced amount if the Company’s estimated volume to be transported under the contract exceeds the
contractual minimum.
COAs also include variable consideration primarily related to demurrage. The Company does not include this variable
consideration in the transaction price for these contracts as the consideration is constrained since the obligation to deliver this
service is outside the control of the Company. The uncertainty related to this variable consideration is resolved with the
customer over the course of the contract term as individual voyages discharge.
At December 31, 2022 and 2021, the Company did not have deferred revenue related to the Company’s COAs.
Disaggregated Revenue
The Company has disaggregated revenue from contracts with customers into categories that depict how the nature, amount,
timing and uncertainty of revenue and cash flows are affected by economic factors. Consequently, the disaggregation below is
based on contract type. Since the terms within these contract types are generally standard in nature, the Company does not
believe that further disaggregation would result in increased insight into the economic factors impacting revenue and cash
flows.
43
Overseas Shipholding Group, Inc.
The following table shows the Company’s shipping revenues disaggregated by nature of the charter arrangement for the years
ended December 31, 2022 and 2021:
Time and bareboat charter revenues
Voyage charter revenues (1)
Contracts of affreightment revenues
Total shipping revenues
Years Ended December 31,
2022
2021
$
$
327,329
86,659
52,812
466,800
$
$
254,744
57,946
46,372
359,062
(1) Voyage charter revenues include revenue related to short-term time charter contracts of $33,612 and $14,843 for the years
ended December 31, 2022 and 2021, respectively.
Voyage Receivables
As of December 31, 2022 and December 31, 2021, contract balances from contracts with customers consisted of voyage
receivables of $9,258 and $8,227, respectively, net of reserves for doubtful accounts for voyage charters and lightering
contracts, which were not material. For voyage charters, voyage freight is due to the Company upon completion of discharge at
the last discharge port. For lightering contracts, the Company invoices the customers based on the actual barrels of cargo
lightered. The Company routinely reviews its voyage receivables and makes provisions for probable doubtful accounts;
however, those provisions are estimates and actual results could differ from those estimates and those differences may be
material. Voyage receivables are removed from accounts receivable and the reserve for doubtful accounts when they are
deemed uncollectible. The Company deems voyage receivables uncollectible when the Company has exhausted collection
efforts.
Costs to Fulfill a Contract
Under ASC 606, for voyage charters and COAs, the Company capitalizes the direct costs, which are voyage expenses, of
relocating the vessel to the load port to be amortized during transport of the cargo. At December 31, 2022, the costs related to
voyages that were not yet completed were not material.
Additionally, these contracts include out-of-pocket expense (i.e. fuel, port charges, canal tolls) incurred by the Company in
fulfilling its performance obligations, which are reimbursed by the charterer at cost. The reimbursement for these fulfillment
costs are included in the Company’s estimated transaction price for the contract and recognized as revenue when performance
obligations are satisfied.
Transaction Price Allocated to the Remaining Performance Obligations
As of December 31, 2022, the Company expects to recognize revenue of approximately $28,927 in 2023 under COAs. This
estimated amount relates to the fixed consideration of contractual minimums within the contracts based on the Company’s
estimate of future services.
Practical Expedients and Exemptions
The Company’s voyage charter contracts and some of the Company’s COAs have an original expected duration of one year or
less; therefore, the Company has elected to apply the practical expedient, which permits the Company to not disclose the
portion of the transaction price allocated to the remaining performance obligations within these COAs.
The Company expenses broker commissions for voyage charters, which are costs of obtaining a contract, as they are incurred
because the amortization period is less than one year or are otherwise amortized as the underlying performance obligation is
satisfied. The Company records these costs within voyage expenses on the consolidated statements of operations.
44
Overseas Shipholding Group, Inc.
NOTE 5 — VESSELS, OTHER PROPERTY AND DEFERRED DRYDOCK
Vessels and other property consist of the following:
Vessels, at cost
Accumulated depreciation
Vessels, net
Construction in progress
Finance lease right-of-use asset, at cost (Note 14)
Accumulated amortization (Note 14)
Finance lease right-of use asset, net (Note 14)
Other property, at cost
Accumulated depreciation and amortization
Other property, net
Years Ended December 31,
2022
2021
$
$
1,082,822
(385,242)
697,580
1,066,327
(345,531)
720,796
10,406
26,940
(8,856)
18,084
5,578
(5,469)
109
19,799
26,940
(5,906)
21,034
5,578
(5,430)
148
Total vessels and other property
$
726,179
$
761,777
On January 27, 2023, the Company’s one owned Marshall Island flagged non-Jones Act MR tanker, the Overseas Sun Coast,
was officially documented as a U.S. Flag vessel, joining the rest of the Company’s U.S. Flag fleet.
In June 2021, the Company sold the Overseas Gulf Coast for $32,128, net of broker commissions and other fees, resulting in a
loss of $5,268, which is included in loss on disposal of vessels and other property, including impairments, net on the
consolidated statements of operations.
At December 31, 2022, the Company’s owned vessel fleet with a weighted average age of 14.6 years, consisted of five
Handysize Product Carriers, three crude oil tankers, two lightering ATBs and two ATBs. These vessels were pledged as
collateral under term loan agreements and have an aggregate carrying value of $692,501.
Vessel activity, excluding construction in progress, for the two years ended December 31, 2022 is summarized as follows:
Balance at December 31, 2020
Transfers from construction in progress
Depreciation
Disposals
Balance at December 31, 2021
Transfers from construction in progress
Additions
Depreciation
Disposals
Balance at December 31, 2022
Vessel Cost
Accumulated
Depreciation
$
$
1,099,187
6,836
—
(39,696)
1,066,327
16,699
570
—
(774)
1,082,822
$
$
(308,449) $
—
(39,398)
2,316
(345,531)
—
(40,485)
774
(385,242) $
Net Book
Value
790,738
720,796
697,580
The total of vessel additions can be different from expenditures for vessels as shown in the consolidated statements of cash
flows because of the timing of when payments were made. For the years ended December 31, 2022 and 2021, the Company had
approximately $2,784 and $1,341 of non-cash investing activities for the accrual of capital expenditures related to the
Company’s vessels.
45
Overseas Shipholding Group, Inc.
Drydocking activity for the two years ended December 31, 2022 is summarized as follows:
Balance at January 1
Additions
Drydock amortization
Balance at December 31
NOTE 6 — INTANGIBLE ASSETS
2022
2021
$
$
43,342
18,198
(22,564)
38,976
$
$
43,134
15,017
(14,809)
43,342
Intangible assets activity for the two years ended December 31, 2022 is summarized as follows:
Balance at December 31, 2020
Amortization
Balance at December 31, 2021
Amortization
Balance at December 31, 2022
Total
27,217
(4,600)
22,617
(4,600)
18,017
$
$
The Company’s intangible assets at December 31, 2022 and 2021 consist of long-term customer relationships acquired as part
of the 2006 purchase of Maritrans, Inc. The gross intangible assets were $92,000 at December 31, 2022 and 2021. The
unamortized balance of the Company’s intangible assets at December 31, 2022 will be recognized over the remaining useful
life, which is four years. Amortization of intangible assets for the four years subsequent to December 31, 2022 is expected to
approximate $4,600 per year.
NOTE 7 — DEBT
Debt consists of the following:
Term loan, due 2024, net of unamortized deferred costs of $257 and $398
Alaska tankers term loan, due 2025, net of unamortized deferred costs of $267 and $421
OSG 204 LLC term loan, due 2025, net of unamortized deferred costs of $457 and $646
OSG 205 LLC and OSG Courageous II LLC term loan, due 2027, net of unamortized
deferred costs of $609 and $734
Unsecured senior notes, net of unamortized deferred costs
Term loan, due 2028, net of unamortized deferred costs of $3,106 and $3,343
Total debt
Less current installments of long-term debt
Total long-term debt
$
$
December 31,
2022
2021
20,330
25,289
25,006
44,342
390
308,006
423,363
(23,733)
399,630
$
$
21,633
30,236
26,231
46,380
390
319,870
444,740
(22,225)
422,515
The weighted average interest rate for debt outstanding at December 31, 2022 and 2021 was 7.18% and 7.20%, respectively.
Term Loans
Capitalized terms used hereafter have the meaning given in this Annual Report on Form 10-K or in the respective transaction
documents referred to below, including subsequent amendments thereto.
Term loan, due 2028 - On September 29, 2021, certain subsidiaries (the “Borrowers”) of the Company entered into a seven-
year, $325,000 term loan credit facility with Stonebriar Commercial Finance. Proceeds were used to pay off the Company’s
term loan, due 2023, with The Prudential Insurance Company of America, as administrative agent, and certain other lenders,
46
Overseas Shipholding Group, Inc.
and the Company’s term loan, due 2026, with Wintrust Commercial Finance, for $237,983 and $20,298, respectively.
Additionally, the Company used proceeds to make a prepayment of $16,000, to partially prepay a term loan with Banc of
America Leasing & Capital, LLC, the Company’s Alaska tankers term loan, due 2025. The remaining proceeds were used for
general working capital purposes. The Company recognized an aggregate net loss of $7,961 on these transactions, which
reflects a write-off of unamortized deferred financing costs and prepayment fees. The new term loan bears interest at a rate of
7.75% and matures on October 1, 2028. The performance of the Borrowers’ obligations under the term loan is guaranteed by
the Company and certain other subsidiaries and are secured by the Borrowers’ assets, including five tankers, three tugs, and two
barges, and by the Company’s equity interests in certain of its subsidiaries.
OSG 205 LLC and OSG Courageous II LLC term loan, due 2027 - In November 2020, two of the Company’s subsidiaries, OSG
205 LLC and OSG Courageous II LLC, entered into a construction loan in the original principal amount of $49,150 of which
$46,711 was drawn down to finance a new 204,000-barrel U.S. Flag oil and chemical ATB barge, OSG 205, and to refinance the
tug to which the barge is being paired, the OSG Courageous. On December 3, 2020, upon completion and delivery of the OSG
205, the remainder of the construction loan was drawn down and the construction loan was converted to a term loan. The term
loan had a fixed rate of interest of 6.37%. In March 2021, the Company obtained an amendment for certain financial covenants
of the term loan. In connection with the amendment, the interest rate was updated to a fixed interest rate of 6.87% until the end
of the first quarter of 2022. Beginning in the second quarter of 2022, the interest rate returned to a fixed interest rate of 6.37%.
The loan is guaranteed by the Company and has a seven-year term maturing on December 1, 2027. The lenders hold a perfected
first priority security interest and preferred ship mortgage against the barge and tug. In November 2021, the Company completed
an amendment on the term loan to conform the covenants with the Stonebriar $325,000 loan.
OSG 204 LLC term loan, due 2025 - In June 2020, one of the Company’s subsidiaries, OSG 204 LLC, entered into a loan with
Wintrust Commercial Finance in the aggregate original principal amount of $32,933 to finance a new 204,000-barrel U.S. Flag
oil and chemical ATB barge. The loan had a fixed interest rate of 5.00%. On November 5, 2021, the Company amended the
loan to conform the covenants with the Stonebriar $325,000 loan. In connection with the amendment, the Company made a
prepayment of $3,000 on the outstanding balance of the loan and the loan’s interest rate was updated to a fixed interest rate of
5.75%. The loan is guaranteed by the Company and has a five-year term maturing on June 1, 2025. The lender holds a
perfected first priority security interest and preferred ship mortgage against the vessel.
Alaska tankers term loan, due 2025 - On March 12, 2020, the Company entered into a loan with Banc of America Leasing &
Capital, LLC and other syndicate lenders in the aggregate original principal amount of $54,000 to finance the purchase of three
U.S.-flagged crude oil carrier vessels, the Alaskan Explorer, Alaskan Legend, and Alaskan Navigator. The loan is secured by
first preferred ship mortgages on the vessels. On September 29, 2021, the Company made a prepayment of $16,000 to release
the Alaskan Legend as security. The loan bears a fixed rate of interest of 4.43% and has a maturity date of March 12, 2025. In
November 2021, the Company completed an amendment on the term loan to conform the covenants with the Stonebriar
$325,000 loan.
Term loan, due 2024 - In August 2019, two of the Company’s subsidiaries entered into term loans in an aggregate principal
amount of $50,000 with a five-year term maturing on September 30, 2024 to finance the Overseas Gulf Coast and the Overseas
Sun Coast. On July 30, 2020, the Company repaid, using cash on hand, its $24,000 term loan secured by the Overseas Gulf
Coast. The remaining term loan is secured by a first preferred ship mortgage on the Overseas Sun Coast and a guaranty by the
Company. The term loan bears a fixed rate of interest of 5.54%. In November 2021, the Company completed an amendment on
the term loan to conform the covenants with the Stonebriar $325,000 loan.
Term loan, due 2023 – In December 2018, the Company and several of its subsidiaries entered into a term loan with PGIM,
Inc. as Administrative Agent for a syndication of lenders, which was secured by a guarantee from the Company. The loan had
an aggregate original principal amount of $325,000 and a five-year term. As discussed above, this loan was paid off in
September 2021.
Term loan, due 2026 – In November 2018, two of the Company’s subsidiaries, Mykonos Tanker LLC and Santorini Tanker
LLC, entered into a loan with Wintrust Commercial Finance which was guaranteed by the Company. The loan had an aggregate
original principal amount of $27,500 and a seven-year term. As discussed above, this loan was paid off in September 2021.
47
Overseas Shipholding Group, Inc.
Unsecured Senior Notes
7.5% Notes – The unsecured senior notes were issued on March 7, 2003 and consisted of $146,000 in face value, which are due
on February 15, 2024.
Interest Expense
The following table summarizes interest expense, including amortization of issuance and deferred financing costs, commitment,
administrative and other fees, recognized during the two years ended December 31, 2022 with respect to the Company’s debt
facilities:
Debt Facility
Term loan, due 2024
Alaska tankers term loan, due 2025
OSG 204 LLC term loan, due 2025
OSG 205 LLC and OSG Courageous II LLC term loan, due 2027
Unsecured senior notes
Term loan, due 2028
Term loan, due 2023
Term loan, due 2026
Total interest expense on debt facilities
Years Ended December 31,
2022
2021
$
$
1,340
1,406
1,697
3,121
29
25,146
—
—
32,739
$
$
1,407
2,193
1,747
3,423
32
6,550
12,618
712
28,682
Cash paid for interest expense was $31,618 and $25,609 in the years ended December 31, 2022 and 2021, respectively.
As of December 31, 2022, the aggregate annual principal payments required to be made on the Company’s debt are as follows:
2023
2024
2025
2026
2027
Thereafter
Total
$
$
23,730
43,184
54,903
19,268
52,597
234,375
428,057
NOTE 8 — Investment in Security to be Held to Maturity
In July 2022, the Company purchased a $15,000 U.S. Treasury Note for $14,794, with a maturity date of August 15, 2024. The
U.S. Treasury Note is classified as investment in security to be held to maturity and is carried at amortized cost on the
consolidated balance sheets, as the Company has the intent and ability to hold until maturity. The amortized cost, gross
unrealized loss, and fair value of the U.S. Treasury Note at December 31, 2022 is as follows:
At December 31, 2022
U.S. Treasury Note
Other-Than-Temporarily Impaired (“OTTI”)
Amortized
Cost
Gross Unrealized
Loss
Fair Value
$
$
14,803
14,803
$
$
(328) $
(328) $
14,475
14,475
The Company performed quarterly reviews of the U.S. Treasury Note in order to determine whether the decline in fair value
below the amortized cost basis was considered other-than-temporary in accordance with applicable guidance. At December 31,
2022, the Company determined that the unrealized loss on the U.S. Treasury Note was primarily due to increases in interest
rates. Therefore, there was no OTTI loss recognized during the year ended December 31, 2022.
48
Overseas Shipholding Group, Inc.
NOTE 9 — FAIR VALUE MEASUREMENTS AND FAIR VALUE DISCLOSURES
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 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value
of the assets or liabilities
Financial Instruments that are not Measured at Fair Value on a Recurring Basis
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 on the consolidated balance sheets for
interest-bearing deposits approximate fair value. Investments in trading securities consist of equity securities and were
measured using quoted market prices at the reporting date.
U.S. Treasury Note — The fair value of the U.S. Treasury Note is based on a quoted market price in an active market.
Debt — The fair values of the Company’s publicly traded and non-public debt are estimated based on similar instruments.
The estimated fair values of the Company’s financial instruments that are not measured at fair value on a recurring basis,
categorized based upon the fair value hierarchy, at December 31, 2022 and 2021, are as follows:
December 31, 2022:
Assets
Cash and cash equivalents (1)
U.S. Treasury Note
Total
Liabilities
Term loan, due 2024, net
Alaska tankers term loan, due 2025, net
OSG 204 LLC term loan, due 2025, net
OSG 205 LLC and OSG Courageous II LLC term loan, due 2027, net
Term loan, due 2028, net
Unsecured senior notes, net
Total
Carrying
Value
Fair Value
Level 1
Level 2
$
$
$
$
78,732
14,803
93,535
20,330
25,289
25,006
44,342
308,006
390
423,363
$
$
$
$
78,732
14,475
93,207
$
$
— $
—
—
—
—
—
— $
—
—
—
19,296
23,195
23,448
40,331
295,320
385
401,975
49
Overseas Shipholding Group, Inc.
December 31, 2021:
Assets
Cash and cash equivalents (1)
Total
Liabilities
Term loan, due 2024, net
Alaska tankers term loan, due 2025, net
OSG 204 LLC term loan, due 2025, net
OSG 205 LLC and OSG Courageous II LLC term loan, due 2027, net
Term loan, due 2028, net
Unsecured senior notes, net
Total
Carrying
Value
Fair Value
Level 1
Level 2
$
$
$
$
83,253
83,253
21,633
30,236
26,231
46,380
319,870
390
444,740
$
$
$
$
83,253
83,253
$
$
— $
—
—
—
—
—
— $
—
—
21,229
28,695
25,265
47,863
321,630
399
445,081
(1) Includes current and non-current restricted cash aggregating $52 and $81 at December 31, 2022 and 2021, respectively.
Restricted cash as of December 31, 2022 and 2021 was related to the Company’s unsecured senior notes.
Nonfinancial Instruments that are Measured at Fair Value on a Nonrecurring Basis
Vessel Impairments
During the year ended December 31, 2022, the Company gave consideration as to whether events or changes in circumstances
had occurred that could indicate the carrying amounts of the vessels in the Company’s fleet may not be recoverable. The
Company concluded that no such events or changes in circumstances had occurred.
During the third quarter of 2021, the Company gave consideration as to whether events or changes in circumstances had
occurred that could indicate that the carrying amounts of the Company’s operating lease right-of-use assets may not be fully
recoverable. The Company concluded that the decline in previously forecasted cash flows on two of the Company’s leased
vessels, due to a change in the expected deployment, constituted an impairment triggering event during the third quarter of
2021. Based on the Company’s analysis, an impairment charge of $1,000, which is included in loss on disposal of vessels and
other property, including impairments, net on the consolidated statements of operations, was recorded to reduce the carrying
value of the operating lease right-of-use assets to the estimated fair value. The Company’s undiscounted cash flows are highly
subjective as future expected deployment of the vessels is uncertain. If market conditions decline, changes in the Company’s
expectations on future cash flows may result in recognition of additional impairment charges in future periods. Because the
Company uses its own cash flow projections, the cash flow projections are considered to be Level 3.
Valuation of Intangible Assets
The Company’s intangible assets at December 31, 2022 and 2021 consisted of long-term customer relationships acquired as
part of the 2006 purchase of Maritrans, Inc. The long-term customer relationships are being amortized on a straight-line basis
over 20 years.
During the years ended December 31, 2022 and 2021, the Company gave consideration as to whether events or changes in
circumstances had occurred that could indicate the carrying value of the Company’s intangible assets may not be recoverable.
The Company concluded that no such events or changes in circumstances had occurred.
50
Overseas Shipholding Group, Inc.
NOTE 10 — ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accounts payable
Payroll and benefits
Interest
Insurance
Accrued drydock and repair costs
Bunkers and lubricants
Charter revenues received in advance
Accrued vessel expenses
Accrued general and administrative, primarily professional fees
Other
NOTE 11 —TAXES
Years Ended December 31,
2022
2021
$
$
5,962
10,397
2,437
520
957
370
21,778
10,888
985
612
54,906
$
$
9,496
12,013
2,565
335
450
1,125
18,343
4,095
860
619
49,901
The (expense)/benefit for income taxes on income before income taxes consists of the following:
Current - Federal
Current - State
Deferred - Federal
Deferred - State
Total
Years Ended December 31,
2022
2021
(9)
(538)
(4,630)
(1,717)
(6,894)
$
$
(8)
(131)
15,275
2,961
18,097
$
$
The reconciliations between the U.S. federal statutory income tax rate and the effective tax rate follows:
U.S. federal statutory income tax rate
Adjustments due to:
State taxes, net of federal benefit
Change in valuation allowance
Equity awards
Return to provision
U.S. income subject to tonnage tax
Other
Effective tax rate
Years Ended December 31,
2022
2021
21.0%
21.0%
0.4%
5.6%
0.6%
0.5%
(8.2)%
0.7%
20.6%
3.7%
0.9%
0.0%
(0.5)%
2.2%
0.8%
28.1%
During the years ended December 31, 2022 and 2021, $13,100 and $6,700, respectively, of income from the Overseas Mykonos
and Overseas Santorini was excluded as part of the tonnage tax exclusion resulting in a (8.2)% and 2.2%, respectively, impact
on the Company’s effective tax rate.
51
Overseas Shipholding Group, Inc.
The significant components of the Company’s deferred tax liabilities and assets follow:
Deferred tax liabilities:
Vessels and other property (1)
Prepaid expenditures
Operating lease right-of-use assets
Other-net
Total deferred tax liabilities
Deferred tax assets:
Loss carryforwards
Operating lease liability
Finance lease liability
Employee compensation and benefit plans
Financing and professional fees
Accrued expenses and other
Total deferred tax assets
Valuation allowance
Net deferred tax assets
Net deferred tax liabilities
December 31,
2022
2021
$
$
119,987
8,695
50,792
8
179,482
67,686
50,622
4,662
(212)
8,710
79
131,547
(22,298)
109,249
70,233
$
$
121,169
9,445
40,176
9
170,799
75,874
40,217
5,180
178
5,993
33
127,475
(20,420)
107,055
63,744
(1) Includes deferred tax liabilities related to finance lease right-of-use assets totaling $4,122 and $4,737 at December 31, 2022
and 2021, respectively.
As of December 31, 2022, the Company had U.S. federal net operating loss carryforwards of $199,059 which are available to
reduce future taxes, if any. The federal net operating loss carryforwards begin to expire in 2034. Additionally, as of December
31, 2022, the Company had U.S. state net operating loss carryforwards of $719,414. These U.S. state net operating loss
carryforwards expire in various years from December 31, 2023 through December 31, 2041. Included in the financing and
professional fees deferred income assets above are U.S. federal interest expense deductions with an indefinite carryforward
period.
The Company assessed all available positive and negative evidence to determine whether sufficient future taxable income will
be generated to permit use of existing deferred tax assets. For U.S. federal deferred tax assets, the Company concluded that
sufficient positive evidence existed, primarily the result of reversing deferred tax liabilities during the carryover period.
However, for certain state deferred tax assets, the negative evidence has outweighed the positive evidence which has resulted in
the Company establishing a valuation allowance of $22,298 and $20,420 as of December 31, 2022 and 2021, respectively, to
recognize only the portion of the deferred tax asset that is more likely than not to be realized.
During the years ended December 31, 2022 and 2021, the Company paid income taxes (net of refunds received) of $393 and
$1,751, respectively.
The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (excluding interest and penalties):
Balance of unrecognized tax benefits as of January 1,
Increases/(decreases) for positions taken in prior years
Balance of unrecognized tax benefits as of December 31,
Years Ended December 31,
2022
2021
$
$
834
201
1,035
$
$
813
21
834
Included in the balance of unrecognized tax benefits as of December 31, 2022 and 2021 are $1,035 and $834, respectively, of
tax benefits that, if recognized would affect the effective tax rate.
The Company records interest and penalties on unrecognized tax benefits in its provision for income taxes. Accrued interest
and penalties are included within the related liability for unrecognized tax benefit line on the consolidated balance sheets.
52
Overseas Shipholding Group, Inc.
During the years ended December 31, 2022 and 2021, the Company accrued interest and recorded liabilities for interest and
penalties which were not material to the consolidated financial statements.
After taking into consideration tax attributes, such as net operating loss carryforwards and interest, the Company’s
unrecognized tax benefits represent a noncurrent reserve for uncertain tax positions of $175 and $179 as of December 31, 2022
and 2021, respectively.
With few exceptions, the Company is no longer subject to state and local income tax examinations by tax authorities for years
before 2017. The Company conducts business and files income tax returns in numerous states. Currently, one of the Company’s
state tax returns is under examination by a state as part of routine audits conducted in the ordinary course of business. The
future utilization of state net operating losses could potentially subject the Company to state examinations prior to the otherwise
applicable statute of limitation. States vary in carryforward periods but generally extend up to 20 years or a period consistent
with the federal limits under the Tax Cuts and Jobs Act.
NOTE 12 — CAPITAL STOCK AND STOCK COMPENSATION
Ownership Restrictions
In order to preserve the status of OSG as a Jones Act company, the percentage of each class of its common stock that may be
owned by non-U.S. citizens is limited. In addition, the Company has established policies and procedures to ensure compliance
with the Jones Act. In order to provide a reasonable margin for compliance with the Jones Act, our Board of Directors has
determined that until further action by our Board, at least 77% of the outstanding shares of each class of capital stock of the
Company must be owned by U.S. citizens. At and during such time that the limit is reached with respect to shares of Class A
common stock as applicable, we will be unable to issue any further shares of such class of common stock or approve transfers
of such class of common stock to non-U.S. citizens until the holdings of non-U.S. citizens falls below the maximum percentage
allowable.
Share Repurchases
On June 13, 2022, the Company’s Board of Directors authorized a program to purchase up to five million shares of the
Company’s common stock. Under the program, the Company repurchased shares from time to time in open market transactions
or in privately negotiated transactions. The program was completed in October 2022 and the Company spent $14,740 to
repurchase the five million shares at an average price of $2.95.
In November 2022, the Company purchased five million shares of the Company’s common stock from Cyrus Capital, a major
stockholder, at a price of $2.86 per share for a total of $14,300 using excess cash. The purchase price for the shares was
determined based on the trailing three day volume weighted average price at the market closing on November 10, 2022.
During the years ended December 31, 2022 and 2021, in connection with the vesting of restricted stock units (“RSUs”), the
Company withheld 239,686 and 185,459, respectively, shares of Class A common stock at average prices of $2.07 and $2.18
per share (based on the market prices on the dates of vesting), respectively, from certain members of management to cover
withholding taxes.
Warrant Conversions
Each Class A warrant represents the right to purchase one share of Class A common stock, subject in each case to the
adjustments as provided pursuant to the terms thereof. The warrants may be exercised at a price per share of Class A common
stock, as applicable, of $0.01, which shall be paid pursuant to a cashless exercise procedure. Warrants may be exercised at any
time or from time to time on or before August 5, 2039 and will expire thereafter. Until they exercise their warrants, except as
otherwise provided in the warrants, the holders of the warrants will not have the rights or privileges of holders of the
Company’s common stock, including any voting rights. Warrants may only be exercised by holders who establish to OSG’s
reasonable satisfaction that they or the person designated to receive the shares is a U.S. person or to the extent shares
deliverable upon exercise would not constitute Non-Complying Shares (as defined in OSG’s Amended and Restated Certificate
53
Overseas Shipholding Group, Inc.
of Incorporation). As of December 31, 2022, the Company had 19,051,778 Class A warrants outstanding, convertible into
3,619,838 shares of Class A common stock.
During the years ended December 31, 2022 and 2021, the Company issued 11,179 and 23,612 shares of Class A common stock,
respectively, as a result of the exercise of 59,124 and 124,862 Class A warrants, respectively.
Incentive Plans
On September 23, 2014, the Company’s Compensation Committee (“the Committee”) approved the Overseas Shipholding
Group, Inc. Management Incentive Compensation Plan (the “Management Compensation Plan”) and the Overseas Shipholding
Group, Inc. Non-Employee Director Incentive Compensation Plan (the “Director Plan”). OSG stockholders approved these
plans on June 9, 2015. On June 6, 2017, at the annual stockholders meeting, the Company’s stockholders approved an increase
to the maximum number of shares for issuance under the Director Plan by one and a half million shares. The 2019 Incentive
Compensation Plan for Management (“2019 Incentive Plan”) was approved by the Committee on March 22, 2019, by our
Board on April 4, 2019 and then by the Company’s stockholders at the annual meeting on May 30, 2019 (together with the
Management Compensation Plan and Non-employee Director Incentive Compensation Plan, the “Incentive Plans”). On June 1,
2022, at the annual stockholders meeting, the Company’s stockholders approved an increase to the maximum number of shares
for issuance under the 2019 Incentive Plan by five million shares.
The Incentive Plans contain anti-dilution provisions whereby in the event of any change in the capitalization of the Company,
the number and type of securities underlying outstanding share-based payment awards must 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 upon the stock dividend, reverse stock split and spin-off transactions. As the fair value of the
awards immediately after the stock dividend, reverse stock split and spin off transactions, did not increase when compared to
the fair value of such awards immediately prior to such transactions, no incremental compensation costs were recognized as a
result of such modifications.
The purpose of the Incentive Plans is to promote the interests of the Company and its stockholders by providing certain
employees and members of the Board, who are largely responsible for the management, growth and protection of the business
of the Company, with incentives and rewards to encourage them to continue in the service of the Company. The Incentive Plans
permit the Committee to grant to eligible employees and directors of the Company, as applicable, any of the following types of
awards (or any combination thereof): cash incentive awards, nonqualified stock options, incentive stock options and other
stock-based awards, including, without limitation, stock appreciation rights, phantom stock, restricted stock, restricted stock
units, performance shares, deferred share units and share-denominated performance units.
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.
Director Compensation - Restricted Stock Units
The Company awarded a total of 305,000 and 275,800 RSUs for the years ended December 31, 2022 and 2021, respectively, to
its non-employee directors. The grant date fair values of these awards were $2.09 (2022) and $2.29 (2021) per RSU,
respectively. Such RSUs vest in full on the earlier of the next annual meeting of the stockholders or the first anniversary of the
grant date, subject to each director continuing to provide services to the Company through such date. The RSUs granted may
not be transferred, pledged, assigned or otherwise encumbered prior to vesting. Upon vesting, a holder of restricted share
awards has all the rights of a stockholder of the Company, 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 stockholders generally. RSUs which have not become
vested as of the date the grantee’s service on the Board of Directors terminates will be forfeited and the grantee will have no
further rights with respect to the RSUs.
54
Overseas Shipholding Group, Inc.
Management Compensation
Restricted Stock Units
During the years ended December 31, 2022 and 2021, the Company granted RSUs to its employees, including senior officers,
covering 718,360 and 552,844 shares, respectively. The grant date fair values of these awards were $2.09 (2022) and $2.36
(2021) per RSU, respectively. Each RSU represents a contingent right to receive one share of Class A 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 Class A common stock or cash, as determined at the discretion of the Human Resources and Compensation
Committee, and will 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 Class A 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 Class A 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.
During the years ended December 31, 2022 and 2021, the Company awarded performance-based RSUs to its senior officers
covering 518,600 and 363,238 shares, respectively. Each performance-based RSU represents a contingent right to receive RSUs
based upon continuous employment through the end of a three-year performance period and will vest as follows: (i) one-half of
the target RSUs will vest and become nonforfeitable subject to OSG’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 (which
define ROIC as net operating profit after taxes divided by the net of total debt plus shareholders equity less cash); and (ii) one-
half of the target RSUs will be subject to OSG’s three-year total shareholder return (“TSR Target”) performance relative to that
of a performance index over a three-year TSR performance period. The performance index consists of companies that comprise
a combination of the oil and gas storage and transportation and marine GICS sub-industries indexes during the performance
period. Vesting is subject in each case to certification by the Human Resources and Compensation Committee of the
Company’s Board of Directors as to achievement of the performance measures and targets.
The ROIC Target RSU awards and the TSR Target RSU awards are subject to an increase up to a maximum of 259,300 and
181,619 target RSUs combined, respectively, (777,900 and 544,857 RSUs in total, respectively) or decrease, depending on
performance against the applicable measure and targets. Accordingly, for financial reporting purposes, compensation costs have
been recognized for these awards. The grant date fair values of the performance awards, which have a market condition, were
determined to be $2.09 (2022) and $2.36 (2021) per RSU, respectively.
During the year ended December 31, 2022, the Company awarded RSUs to its senior officers covering 576,981 shares. The grant
date fair value of these awards was $2.09. Each award of RSUs vest as follows: i.) 20% vests on the first anniversary of the grant
date, ii.) 30% vests on the second anniversary of the grant date, and iii.) 50% vests on the third anniversary of the grant date.
Each RSU represents a contingent right to receive one share of Class A common stock upon vesting.
During the year ended December 31, 2021, the Company awarded performance-based RSUs to its senior officers covering
590,251 shares. The grant date fair value of these awards was $2.36 per RSU. Each performance-based RSU represents a
contingent right to receive RSUs based on performance criteria tied to specific operational and financial goals to be achieved
over an 18-month performance period.
For the Incentive Plans, compensation expense is recognized over the vesting period, contingent or otherwise, applicable to
each grant, using the straight-line method. Compensation expense as a result of the RSUs described above was $3,574 and
$2,232 during the years ended December 31, 2022 and 2021, respectively.
55
Overseas Shipholding Group, Inc.
Activity with respect to restricted stock units under the Incentive Plans during the two years ended December 31, 2022 is
summarized as follows:
Activity for the two years ended December 31, 2022
Nonvested Shares Outstanding at December 31, 2020
Granted
Vested ($2.12 to $2.31 per share)
Forfeited ($1.69 to $2.59 per share)
Nonvested Shares Outstanding at December 31, 2021
Granted
Vested ($1.82 to $2.23 per share)
Forfeited ($1.92 to $2.05 per share)
Nonvested Shares Outstanding at December 31, 2022
Class A common
shares
2,605,263
1,782,133
(963,338)
(52,881)
3,371,177
2,118,942
(1,355,483)
(461,990)
3,672,646
Activity with respect to stock options under the Incentive Plans during the two years ended December 31, 2022 is summarized
as follows:
Activity for the two years ended December 31, 2022
Options Outstanding at December 31, 2020
Options Outstanding at December 31, 2021
Options Outstanding at December 31, 2022
Options Exercisable at December 31, 2022
Class A common
shares
1,478,756
1,478,756
1,478,756
1,478,756
The weighted average remaining contractual life of the outstanding stock options at December 31, 2022 was 5.18 years. The
range of exercise prices of the stock options outstanding at December 31, 2022 was between $1.70 and $5.57 per share. The
weighted average exercise price of the stock options outstanding was $2.67 per share at both December 31, 2022 and 2021.
There was no compensation expense as a result of the grants of stock options for the years ended December 31, 2022 and 2021.
As of December 31, 2022, there was $4,253 of unrecognized compensation cost related to nonvested share-based compensation
arrangements. That cost is expected to be recognized over a weighted average period of 1.82 years.
NOTE 13 — ACCUMULATED OTHER COMPREHENSIVE INCOME
The components of accumulated other comprehensive income, net of related taxes at an effective tax rate of 20.6% and 28.1%
for the years ended December 31, 2022 and 2021, respectively, on the consolidated balance sheets follow:
Items not yet recognized as a component of net periodic benefit cost (pension
and other postretirement benefit plans)
Years Ended December 31,
2021
2022
$
$
3,410
3,410
$
$
2,943
2,943
56
Overseas Shipholding Group, Inc.
The following tables present the changes in the balances of each component of accumulated other comprehensive income, net
of related taxes, for the two years ended December 31, 2022.
Balance as of December 31, 2021
Current period change, excluding amounts reclassified from accumulated other
comprehensive income
Amounts reclassified from accumulated other comprehensive income
Total change in accumulated other comprehensive income
Balance as of December 31, 2022
Balance as of December 31, 2020
Current period change, excluding amounts reclassified from accumulated other
comprehensive income
Amounts reclassified from accumulated other comprehensive income
Total change in accumulated other comprehensive income
Balance as of December 31, 2021
Items not yet
recognized as a
component of net
periodic benefit cost
(pension and other
postretirement
plans)
$
$
$
$
2,943
1,041
(574)
467
3,410
(282)
3,522
(297)
3,225
2,943
The following table presents information with respect to amounts reclassified out of accumulated other comprehensive income
for the two years ended December 31, 2022.
Accumulated Other Comprehensive Income Component
Items not yet recognized as a component of net periodic
benefit cost (pension and other postretirement plans):
Net periodic benefit costs associated with pension and
postretirement benefit plans for shore-based employees
Net periodic benefit costs associated with pension and
postretirement benefit plans for seagoing employees
Years Ended
December 31,
2022
2021
Statement of
Operations
Line Item
$
$
315
$
(63) Other income, net
433
748
(1,322)
(574) $
Total before tax
450 Other income, net
387
(684) Tax provision
(297) Total net of tax
The following amounts are included in accumulated other comprehensive income at December 31, 2022, which have not yet
been recognized in net periodic cost: unrecognized prior service credits of $6,162 ($4,785 net of tax) and unrecognized
actuarial losses $1,614 ($1,375 net of tax).
57
Overseas Shipholding Group, Inc.
The income tax (expense)/benefit allocated to each component of other comprehensive income/(loss) follows:
For the year ended December 31, 2022:
Current period change excluding amounts reclassified from accumulated other
comprehensive income
Amounts reclassified from accumulated other comprehensive income
Total change in accumulated other comprehensive income
For the year ended December 31, 2021:
Current period change excluding amounts reclassified from accumulated other
comprehensive income
Amounts reclassified from accumulated other comprehensive income
Total change in accumulated other comprehensive income
NOTE 14 — LEASES
Items not yet recognized
as a component of net
periodic benefit cost
$
$
$
$
(316)
174
(142)
(1,069)
90
(979)
The Company’s lease portfolio is comprised of vessels chartered-in, office space and equipment under agreements with
contractual periods ranging from less than one year to 12 years. Many of the Company’s leases contain one or more options to
extend. The Company includes options that it is reasonably certain to exercise in its evaluation of the lease term after
considering all relevant economic and financial factors and calculates the initial lease liability as the present value of fixed
payments, or in substance fixed payments, not yet paid and variable payments that are based on an index (e.g., CPI), measured
at commencement. Leases are discounted using the Company’s incremental borrowing rate adjusted for risk based on the length
of the lease term because the rate implicit in the lease is not readily determinable. The Company made the accounting policy
election to keep leases with a term of 12 months or less off the balance sheet.
The Company’s lease right-of-use assets and lease liabilities at December 31, 2022 and 2021 were as follows:
Operating leases
Vessels chartered-in noncurrent operating lease assets
Office space noncurrent operating lease assets
Total noncurrent operating lease assets
Vessels chartered-in operating lease liabilities
Current portion of operating lease liabilities
Noncurrent operating lease liabilities
Office space operating lease liabilities
Current portion of operating lease liabilities
Noncurrent operating lease liabilities
Total operating lease liabilities
Finance lease
Vessels and other property
Accumulated amortization
Vessels and other property, less accumulated amortization
Current portion of finance lease liabilities
Noncurrent finance lease liabilities
Total finance lease liabilities
December 31,
2022
2021
$
$
$
$
$
$
$
$
203,393
3,404
206,797
62,534
147,243
209,777
754
2,717
3,471
213,248
26,940
(8,856)
18,084
4,000
16,456
20,456
$
$
$
$
$
$
$
$
148,681
3,346
152,027
99,255
71,909
171,164
755
1,241
1,996
173,160
26,940
(5,906)
21,034
4,000
18,998
22,998
58
Overseas Shipholding Group, Inc.
Charters-in
As of December 31, 2022, the Company had commitments to charter-in nine vessels, which are all bareboat charters. For the
nine chartered-in vessels, eight vessels are accounted for as operating leases and one vessel is accounted for as a finance lease.
The finance lease arrangement is reported in vessels and other property, less accumulated depreciation on the Company’s
consolidated balance sheets. The Company holds options for eight of the vessels chartered-in. For one vessel, the option can be
exercised for three years and is available indefinitely. For another vessel, the Company has two option periods of five years
each and, after the five-year optional periods are exercised, can extend the lease for five one-year optional periods. For the
remaining six vessels, the options can be exercised for three or five years, which are available indefinitely. The lease payments
for the charters-in are fixed throughout the option periods and the options are on a vessel-by-vessel basis that can be exercised
individually. On December 8, 2022, the Company exercised its option to extend the terms of six vessels for an additional three
years, with terms ending in December 2026.
During 2022, charters for five chartered-in vessels contained a deferred payment obligation (“DPO”) related to charter hire
expense incurred by the Company in prior years and payable to the vessel owner in future periods. This DPO is due in quarterly
installments with the final payment due upon lease termination. In December 2022, the Company redelivered three
conventional tankers leased from American Shipping Company and made DPO payments of $8,069 on the returned vessels.
The future minimum commitments under these leases are as follows:
At December 31, 2022
2023
2024
2025
2026
2027
Thereafter
Net minimum lease payments
Less present value discount
Total lease liabilities
Operating
Leases
Finance
Lease
$
$
64,774
64,849
59,881
56,192
—
—
245,696
(35,919)
209,777
$
$
4,161
4,172
4,161
4,161
4,161
4,697
25,513
(5,057)
20,456
The bareboat charters-in on eight vessels, provide for variable lease payments in the form of profit share to the owners of the
vessels calculated in accordance with the respective charter agreements or based on time charter sublease revenue. Because
such amounts and the periods impacted are not reasonably estimable, they are not currently reflected in the table above. Due to
reserve funding requirements and current rate forecasts, no profits are currently expected to be paid to the owners in respect of
the charter term within the next year.
For the years ended December 31, 2022 and 2021, lease expense for the Company’s chartered-in vessels accounted for as
operating leases was $88,849 and $90,166, respectively, which is included in charter hire expense on the consolidated
statements of operations and operating cash flows on the consolidated statements of cash flows. The Company recognized
sublease income of $166,530 and $75,516, respectively, for the years ended December 31, 2022 and 2021. For the years ended
December 31, 2022 and 2021, the Company had non-cash operating activities of $132,231 and $15,713, respectively, for
obtaining operating right-of-use assets and liabilities related to vessel lease extensions.
For the years ended December 31, 2022 and 2021, lease expense related to the Company’s finance lease was $2,949 for both
years related to amortization of the right-of-use asset and $1,618 and $1,799, respectively, related to interest on the lease
liability. These are included in operating cash flows on the consolidated statements of cash flows.
Office space
The Company has lease obligations for office space that generally require fixed annual rental payments and may also include
escalation clauses and renewal options.
59
Overseas Shipholding Group, Inc.
In September 2022, the Company extended its lease on the Company’s Tampa, Florida office space for an additional lease term
of five years and two months, expiring in October 2028. The lease is accounted for as an operating lease. For the year ended
December 31, 2022, the Company had non-cash operating activity of $2,088 for obtaining an operating right-of-use asset and
liability as a result of the lease extension.
The future minimum commitments under lease obligations for office space, which are operating leases, as of December 31,
2022 are as follows:
At December 31, 2022
2023
2024
2025
2026
2027
Thereafter
Net minimum lease payments
Less present value discount
Total lease liabilities
Amount
779
682
631
648
666
1,164
4,570
(1,099)
3,471
$
$
For the years ended December 31, 2022 and 2021, the rental expense for office space, which is included in general and
administrative expenses on the consolidated statements of operations, was $685 and $640, respectively. For the years ended
December 31, 2022 and 2021, cash paid for office space rental was $780 and $748, respectively, which is included in operating
cash flows on the consolidated statements of cash flows.
Supplemental balance sheet information related to leases was as follows:
Weighted average remaining lease term - operating leases
Weighted average discount rate - operating leases
Weighted average remaining lease term - finance lease
Weighted average discount rate - finance lease
Charters-out
December 31,
2022
2021
3.8 years
8.6%
6.1 years
7.3%
2.1 years
6.5%
7.1 years
7.3%
The Company enters into time charter contracts under which a customer pays a fixed daily or monthly rate for a fixed period of
time for use of a vessel. The Company recognizes revenues from time charters as operating leases ratably over the
noncancelable contract term. Under certain time charter contracts, the Company receives variable lease payments based on a
defined profit share arrangement, which are recognized as revenue in the period in which the changes in facts and
circumstances on which the variable lease payments are based occur. Customers generally pay voyage expenses such as fuel,
canal tolls and port charges. The Company also provides the charterer with services such as technical management and crew
costs. Services are recognized ratably over the life of the contract term.
The Company is the lessor under its time charter contracts. Certain time charter contracts provide the charterer with the option
to extend the contract for a specific period of time. For time charters, the Company applied the practical expedient to combine
the lease and non-lease components for these contracts under ASC 842. Total time charter revenue for the years ended
December 31, 2022 and 2021 was equal to lease income from lease payments of $326,980 and $254,181, respectively, plus
straight-line adjustments of $349 and $563, respectively. The net book value of owned vessels on noncancelable time charters
was equal to $489,718 and $355,388 at December 31, 2022 and 2021, respectively.
60
Overseas Shipholding Group, Inc.
The future minimum revenues, including rent escalations, which is equal to lease payments expected to be received over the
noncancelable time charters term are as follows:
At December 31, 2022
2023
2024
2025
2026
2027
Thereafter
Net minimum lease receipts
Amount
319,532
184,613
90,648
16,776
—
—
611,569
$
$
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 it cannot be assured that such estimate will be reflective of the actual
off-hire in the future.
NOTE 15 — PENSION, OTHER POSTRETIREMENT BENEFIT PLANS AND BENEFIT LIABILITIES
For the years ended December 31, 2022 and 2021, pension and other benefit liabilities are included in other liabilities on the
consolidated balance sheets.
Pension Plans
In connection with the November 2006 acquisition of Maritrans, the Company assumed the obligations under the defined
benefit retirement plan of Maritrans Inc. (“the Maritrans Plan”). As of December 31, 2006, the Company froze the benefits
under the Maritrans Plan. At December 31, 2022, the Maritrans Plan is the only defined benefit pension plan in existence at the
Company. The Maritrans Plan was noncontributory and covered substantially all shore-based employees and substantially all of
the seagoing supervisors who were supervisors in 1984, or who were hired in, or promoted into, supervisory roles between
1984 and 1998 for that period of time. Beginning in 1999, the seagoing supervisors’ retirement benefits are provided through
contributions to an industry-wide, multiemployer union sponsored pension plan. Upon retirement, those seagoing supervisors
are entitled to retirement benefits from the Maritrans Plan for service periods between 1984 and 1998 and from the
multiemployer union sponsored plan for other covered periods. Retirement benefits are based primarily on years of service and
average compensation for the five consecutive plan years that produce the highest results.
Multiemployer Pension and Postretirement Benefit Plans
The Company’s subsidiaries are parties to collective-bargaining agreements that require them to make contributions to three
jointly managed (Company and union) multiemployer pension plans covering seagoing personnel of U.S. Flag vessels. All
three plans, the American Maritime Officers (“AMO”) Pension Plan, the Seafarers Pension Plan (“SIU”) and the Marine
Engineers’ Beneficial Association (“MEBA”) Defined Benefit Pension Plan, are deemed individually significant by
management.
61
Overseas Shipholding Group, Inc.
Plan level information is available in the public domain for each of the multiemployer pension plans the Company participates
in. The table below provides additional information about the Company’s participation in the above multi-employer pension
plans:
Pension Plan
AMO Pension Plan
EIN / Pension
Plan Number
13-1936709
Pension Protection Act
Zone Status
2022
Green (1)
2021
Green (1)
MEBA Pension Plan
51-6029896
Green (1)
Green (1)
Seafarers Pension Plan
13-6100329
Green (1)
Green (1)
Rehabilitation
Plan Status
None
None
None
Total contributions $
Contributions made
by the Company
2022
2021
$
453
$
795
3,172
295
3,920
$
2,748
222
3,765
(1) A “Yellow” Zone Status plan is a plan that has a funding ratio between 65% and 80%. A “Green” Zone Status plan is
a plan that is 80% funded or more.
The plan years for the three union plans end as follows: MEBA and SIU on December 31 and AMO on September 30. The
Company has no future minimum contribution requirements under the three multiemployer pension plans shown above as of
December 31, 2022 and any future contributions are subject to negotiations between the employers and the unions.
ERISA requires employers who are contributors to U.S. multiemployer plans to continue funding their allocable share of each
plan’s unfunded vested benefits in the event of withdrawal from or termination of such plans. Based on information received
from the trustees of the SIU Pension Plan, the Company is not subject to withdrawal liabilities under that plan. Based on the
actuarial report received from the trustees of the MEBA Pension Plan, as of December 31, 2021, the Company’s estimated
withdrawal liability would have been approximately $33,016 had the Company elected to withdraw from the plan in 2022.
Based on the actuarial report received from the trustees of the AMO Pension Plan, as of September 30, 2021, the Company’s
estimated withdrawal liability would have been approximately $19,694 had the Company elected to withdraw from the plan in
2022. The Company has no intentions of terminating its participation in any of the three multiemployer pension plans and has
no expectations that the plans will be terminated. Accordingly, no provisions have been made for the estimated withdrawal
liability as of December 31, 2022.
The SIU – Tug Agreement and AMO collective bargaining agreements for OSG expire in March 2024. The ATC MEBA
collective bargaining agreement expires in May 2024 and the SIU – Tanker Agreement for OSG and MEBA for the Parent
Company collective bargaining agreements expire in June 2027.
Postretirement Benefit Plans
The Company also provides certain postretirement health care and life insurance benefits to qualifying domestic retirees and
their eligible dependents (“OSG Postretirement Plan”). The health care plan for shore-based employees and their dependents
and seagoing licensed deck officers (“Deck Officers”) and their dependents is contributory at retirement, while the life
insurance plan for all employees is noncontributory. In general, postretirement medical coverage is provided to shore-based
employees hired prior to January 1, 2005 and all Deck Officers who retire and have met minimum age and service requirements
under a formula related to total years of service. The Company no longer provides prescription drug coverage to its retirees or
their beneficiaries once they reach age 65. The Company does not currently fund these benefit arrangements and has the right to
amend or terminate the health care and life insurance benefits at any time.
62
Overseas Shipholding Group, Inc.
Information with respect to the domestic pension and postretirement benefit plans for which the Company uses a December 31
measurement date, follow:
At December 31,
Change in benefit obligation:
Benefit obligation at beginning of year
Cost of benefits earned (service cost)
Interest cost on benefit obligation
Actuarial gains
Benefits paid
Plan Amendments
Acquisition
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
Fair value of plan assets at year end
Funded/(unfunded status) at December 31
Pension Benefits
2022
2021
Other Benefits
2022
2021
$
$
45,470
—
1,218
(9,625)
(2,750)
—
—
34,313
44,872
(7,054)
—
(2,750)
35,068
755
$
$
48,979
—
1,120
(1,868)
(2,761)
—
—
45,470
42,216
5,257
160
(2,761)
44,872
$
(598) $
$
5,537
180
153
(1,939)
(220)
—
—
3,711
—
—
—
—
—
(3,711) $
5,871
203
165
(435)
(267)
—
—
5,537
—
—
267
(267)
—
(5,537)
Information for defined benefit pension plans with accumulated benefit obligations in excess of plan assets follows:
At December 31,
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets
$
2022
2021
$
34,313
34,313
35,068
45,470
45,470
44,872
Information for defined benefit pension plans and other postretirement benefit plans net periodic (benefit)/cost follows:
For the year ended December 31,
Components of expense:
Cost of benefits earned
Interest cost on benefit obligation
Expected return on plan assets
Amortization of prior-service costs
Recognized net actuarial loss
Net periodic benefit cost
Pension Benefits
2022
2021
Other Benefits
2022
2021
$
$
— $
1,218
(3,152)
—
—
(1,934) $
— $
1,120
(2,970)
—
335
(1,515) $
$
180
153
—
(722)
(27)
(416) $
203
165
—
(722)
—
(354)
The weighted-average assumptions used to determine benefit obligations follow:
At December 31,
Discount rate
Pension Benefits
2022
2021
Other Benefits
2022
2021
5.45%
2.80%
5.65%
3.10%
The selection of a single discount rate for the Maritrans Plan was derived from bond yield curves, which the Company believed
as of such dates to be appropriate for ongoing plans with a long duration, such as the Maritrans Plan, and that generally mirror
the type of high yield bond portfolio the Company could acquire to offset its obligations under the Maritrans Plan.
63
Overseas Shipholding Group, Inc.
The weighted-average assumptions used to determine net periodic benefit cost follow:
For the year ended December 31,
Discount rate
Expected (long-term) return on plan assets
Pension Benefits
2022
2021
Other Benefits
2022
2021
2.80%
7.25%
2.35%
7.25%
3.10%
—
2.90%
—
The assumed health care cost trend rate for measuring the benefit obligation included in Other Benefits above is an increase of
6.50% as of December 31, 2022, with the rate of increase declining to an ultimate trend rate of 4.75% per annum by 2032.
Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans.
Expected benefit payments for the following ten years are as follows:
2023
2024
2025
2026
2027
2028-2032
Total
Pension Benefits
2,907
$
2,978
3,033
3,034
2,986
13,737
28,675
$
Other Benefits
225
$
222
212
223
230
1,236
2,348
$
The expected long-term rate of return on plan assets is based on the current and expected asset allocations. Additionally, the
long-term rate of return is based on historical returns, investment strategy, inflation expectations and other economic factors.
The expected long-term rate of return is then applied to the market value of plan assets.
The fair values of the Company’s pension plan assets, which are valued based Level 1 inputs, at December 31, 2022 and 2021,
by asset category are as follows:
At December 31,
Cash and cash equivalents
Equity securities:
Large cap exchange traded fund
Small company - mid value
Small company - mid growth
International value
International growth
Fixed income and preferred stock:
Short duration bond
Intermediate term bond fund
Small company - mid value - preferred stock
Total
Fair Value
Level 1
2022
2021
$
659
$
12,744
2,140
2,099
2,625
2,694
5,973
6,111
23
35,068
$
$
822
17,005
2,868
2,724
3,181
3,360
—
14,870
42
44,872
Plan fiduciaries of the Retirement Plan of Maritrans, Inc. set investment policies, strategies and oversee its investment
allocation, which includes selecting investment managers and setting long term strategic targets. The primary strategic
investment objective is to maximize total return while maintaining a broadly diversified portfolio for the primary purpose of
satisfying obligations for future benefit payments. Equities are the primary holdings of the Retirement Plan of Maritrans, Inc.
Other investments, including fixed income investments, provide diversification, and, in certain cases, lower the volatility of
returns. In general, equity can range from 55 to 75 percent of total plan assets, fixed income securities can range from 25 to 45
percent of total plan assets and cash can be held in amounts up to 5 percent of plan assets. Actual asset allocation within the
approved ranges varies from time to time based on economic conditions (both current and forecast) and the advice of
professional advisors.
64
Overseas Shipholding Group, Inc.
During the year ended December 31, 2022, the Company did not make any contributions to the Maritrans Plan and contributed
$160 to the plan during the year ended December 31, 2021. The Company does not expect to make any contributions to the
Maritrans Plan in 2023.
Defined Contribution Plans
The Company also had defined contribution plans covering all eligible employees. Contributions are limited to amounts
allowable for income tax purposes. Commencing in 2006, employer contributions include both employer contributions made
regardless of employee contributions and matching contributions to the plans. All contributions to the plans are at the discretion
of the Company. The Company’s contributions to the plan were $3,304 and $2,415 for the years ended December 31, 2022 and
2021, respectively.
The Company also has an unfunded, nonqualified supplemental savings plan covering highly compensated U.S. shore-based
employees of the Company, which was terminated in connection with the Company’s filing for bankruptcy in 2012. This plan
provided for levels of hypothetical employer contributions that would otherwise have been made under the Company’s defined
contribution plans in the absence of limitations imposed by income tax regulations. The Company’s unfunded obligations under
this plan at December 31, 2022 and 2021 were not material.
Benefit Liabilities
As part of the acquisition of Alaska Tanker Company in 2020, the Company assumed liabilities related to a deferred
compensation plan. The deferred compensation plan was an unfunded, nonqualified plan that allowed eligible employees to
defer up to 100% of their performance bonuses, or defer up to 50% (5% minimum) of their salary, select investments for their
deferral balances and determine when to be paid out. Eligible employees can elect to receive payment either on a specified date,
or on a specified date after termination of employment, and either in a lump sum or annual installments, with a maximum
deferral period of 20 years. The balance of the deferred compensation plan at December 31, 2022 and 2021 was $7,177 and
$10,727, respectively, of which $1,006 and $2,640, respectively, is included in accounts payable, accrued expenses and other
current liabilities and $6,171 and $8,087, respectively, is included in other liabilities on the consolidated balance sheets.
NOTE 16 — OTHER INCOME, NET
Other income, net consists of:
Investment income:
Interest
Change in investment value
Pension and post retirement items (1)
Miscellaneous-net
Years Ended December 31,
2022
2021
$
$
840
60
900
2,582
(155)
3,327
$
$
5
(241)
(236)
2,157
64
1,985
(1) The Company includes the service cost component for net periodic benefit cost/(income) in vessel expenses and general
and administrative expenses and other components in other income, net on the consolidated statements of operations.
NOTE 17 — CONTINGENCIES
The Company’s policy for recording legal costs related to contingencies is to expense such legal costs as incurred.
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 (including without limitation exposure to asbestos and other toxic materials), wrongful death,
collision or other casualty and to claims arising under charter parties. 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
65
Overseas Shipholding Group, Inc.
amount). Each of the claims involves an amount which, in the opinion of management, are not expected to be material to the
Company’s financial position, results of operations and cash flows.
66
Overseas Shipholding Group, Inc.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Overseas Shipholding Group, Inc.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Overseas Shipholding Group, Inc. (a Delaware corporation)
and subsidiaries (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations,
comprehensive income/(loss), changes in equity/(deficit), and cash flows for each of the two years in the period ended
December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and
the results of its operations and its cash flows for each of the two years in the period ended December 31, 2022, in conformity
with accounting principles generally accepted in the United States of America.
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, 2022, based on criteria established in
the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”), and our report dated March 9, 2023 expressed an unqualified opinion.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matter
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or
required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the
financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there
are no critical audit matters.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2020.
Tampa, Florida
March 9, 2023
67
Overseas Shipholding Group, Inc.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Overseas Shipholding Group, Inc.
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Overseas Shipholding Group, Inc. (a Delaware corporation) and
subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the
Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022,
based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2022, and our
report dated March 9, 2023 expressed an unqualified opinion on those financial statements.
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/ GRANT THORNTON LLP
Tampa, Florida
March 9, 2023
68
Overseas Shipholding Group, 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, 2022 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, 2022, 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, 2022.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 has been audited by
Grant Thornton 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 2022
that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
69
Overseas Shipholding Group, Inc.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
70
Overseas Shipholding Group, 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 are no family relationships between the executive officers.
Name
Samuel H. Norton
Richard Trueblood
Susan Allan
Patrick O’Halloran
Damon Mote
Age
64
77
60
53
55
Position Held
President and CEO
Vice President and Chief Financial Officer
Vice President, Secretary and General Counsel
Vice President and Chief Operations Officer
Vice President and Chief Administrative Officer
Date Assumed
Executive Officer
Position
December 2016
July 2017
November 2016
December 2016
December 2016
Samuel H. Norton was appointed CEO and President of OSG in December 2016. Prior to this, he served as Senior Vice
President of OSG and President and CEO of the U.S. Flag Strategic Business Unit from July 2016 and has served on the
Company’s Board of Directors since August 2014. Prior to joining OSG, Mr. Norton Co-Founded SeaChange Maritime, LLC
in 2006 and served as its Chairman and Chief Executive Officer. Mr. Norton spent the seventeen-year period ending July 2005
as a senior executive officer at Tanker Pacific Management (Singapore) Pte. Ltd. In 1995, Mr. Norton initiated and led the
entry of the Sammy Ofer Group into the container segment, and acquired and operated the first container vessels in the group’s
fleet. While at Tanker Pacific, Mr. Norton also conceived and started a related business, Tanker Pacific Offshore Terminals
(TPOT), which owns and operates a fleet of floating, offshore oil storage terminals (FSO). Prior to joining the Ofer group, Mr.
Norton played a lead role in the Asian distressed assets group of the First National Bank of Boston, a position which acquainted
him with the shipping industry and the Ofer family. Mr. Norton holds a BA in Chinese Language and Literature from
Dartmouth College where he graduated in 1981.
Richard Trueblood, CPA, was appointed as Chief Financial Officer of OSG in December 2017, following his appointment as
our interim CFO in July 2017. Prior to OSG, he was a Partner in the Florida CFO Group providing interim and project Chief
Financial Officer services to companies such as the technology start-up Heliotrope Technologies, Inc. He has been CFO at
Advent Solar Inc. and Troon Golf LLC. He has extensive experience with equity and debt financing with companies at all
stages of development including NYSE listed Promus Hotel Corporation where he was Senior Vice President - Finance. Mr.
Trueblood was a partner at KPMG where he provided extensive services to clients in strategic business management, mergers
and acquisitions, divestitures and SEC compliance. While at KPMG, he led the real estate practices in Boston, Massachusetts
and Orange County, California. He also served as a director for UMB Bank Arizona, N.A. for eight years. Mr. Trueblood holds
a Bachelor of Science degree from Bentley University.
Susan Allan joined OSG in November 2016 as OSG’s Vice President, General Counsel and Corporate Secretary. Ms. Allan has
extensive experience in corporate governance and SEC matters from her positions as Vice President, Assistant Corporate
Secretary at Jabil Circuit, Inc. from 2009 until September 2016, and as Director, Senior Counsel at Tech Data Corporation from
1997 to 2009. Prior to that, Ms. Allan worked as Director, Senior Counsel at Anchor Glass Container, as an Assistant County
Attorney in the Hillsborough County Attorney’s Office, and as an associate attorney at Barkan and Neff law firm, all in Tampa.
Ms. Allan received her law degree from the University of Southern California Gould School of Law in Los Angeles and her
undergraduate degree from George Mason University.
71
Overseas Shipholding Group, Inc.
Patrick O’Halloran was appointed as Vice President and Chief Operations Officer of OSG in December 2016 with oversight of
all operations, maintenance, SQE and commercial operations for the Company’s Fleet. Prior to that, Mr. O’Halloran served as
Vice President Marine Operations for the Company since December 2014. Mr. O’Halloran joined OSG in November 2006 as
Fleet Manager as part of the acquisition of Maritrans Inc., where he served as Fleet Maintenance Manager. He joined Maritrans,
Inc. in 2002 as Technical Superintendent. Prior to joining Maritrans, Mr. O’Halloran was a Surveyor for the American Bureau
of Shipping for ten years. Mr. O’Halloran holds a Bachelor of Science degree in Mechanical Engineering from State University
of New York – Maritime College and a Master’s in Business Administration from the University of South Florida.and the
Chamber of Shipping of America.
Damon Mote was appointed as Vice President and Chief Administrative Officer of OSG in December 2016 with oversight of
the Company’s marine labor relations, human resources, information technology service and insurance functions. Prior to that,
Mr. Mote served as Vice President of Marine Labor Relations since December 2014. Mr. Mote joined the Company in 2004 as
Manager, Major Projects and then served as Director, New Construction beginning in 2006. In 2011 he was appointed as the
Regional Manager of the Technical Services Group, which included responsibilities for engineering, purchasing, and the fleet
management software system. Prior to joining OSG, he worked for fourteen years with Crowley Maritime. Mr. Mote holds a
Bachelor of Science in Marine Engineering from California Maritime Academy. Mr. Mote represents OSG on the Board of
Trustees of SIU, AMO and MEBA. In addition, he is a Director of the American Maritime Association.
ITEM 11. EXECUTIVE COMPENSATION
See Item 14 below.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
See Item 14 below.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
See Item 14 below.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Except for the information set forth in item 10, 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 in connection with its 2023 Annual
Meeting of Stockholders.
72
Overseas Shipholding Group, Inc.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
PART IV
(a)(1)
The following consolidated financial statements of the Company are filed in response to Item 8.
Consolidated Balance Sheets at December 31, 2022 and 2021.
Consolidated Statements of Operations for the Years Ended December 31, 2022 and 2021.
Consolidated Statements of Comprehensive Income/(Loss) for the Years Ended December 31, 2022 and 2021.
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021.
Consolidated Statements of Changes in Equity/(Deficit) for the Years Ended December 31, 2022 and 2021.
Notes to Consolidated Financial Statements.
Reports of Independent Registered Public Accounting Firms.
(a)(2)
The 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
4.1
4.2
4.3
4.4
4.5
4.6
4.7
73
Separation and Distribution Agreement, dated as of November 30, 2016, by and between Overseas Shipholding
Group, Inc. and International Seaways, Inc. (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 Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrant’s
Quarterly Report on Form 10-Q dated August 9, 2016 and incorporated herein by reference).
Amended and Restated Bylaws of the Registrant (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K
filed on August 8, 2014, dated August 5, 2014 and incorporated herein by reference).
Class A Warrant Agreement, dated as of August 5, 2014, between the Registrant and Computershare Trust Company,
N.A., as Warrant Agent (filed as Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed on August 8, 2014,
dated August 5, 2014 and incorporated herein by reference).
Form of Class A Warrant Certificate (included in Exhibit 4.1).
Class B Warrant Agreement, dated as of August 5, 2014, between the Registrant and Computershare Trust Company,
N.A, as Warrant Agent (filed as Exhibit 4.2 to Registrant’s Current Report on Form 8-K filed on August 8, 2014,
dated August 5, 2014 and incorporated herein by reference).
Form of Class B Warrant Certificate (included in Exhibit 4.2).
Registration Rights Agreement, dated as of May 2, 2014, between the Registrant and certain stockholders party
thereto (filed as Exhibit 4.5 to Registrant’s Registration Statement on Form S-1 filed on August 20, 2014 and
incorporated herein by reference).
Amendment to Registration Rights Agreement, dated as of May 26, 2014, between the Registrant and certain
stockholders party thereto (filed as Exhibit 4.6 to Registrant’s Statement on Form S-1 filed on August 20, 2014 and
incorporated herein by reference).
Indenture dated as of March 7, 2003 between the Registrant and Wilmington Trust Company, as trustee, providing
for the issuance of debt securities of the Registrant from time to time (filed as Exhibit 4(e)(1) to the Registrant’s
Registration Statement on Form S-4 filed May 5, 2003 and incorporated herein by reference) (No. 333-105018) (filed
May 5, 2003). Such Indenture is hereby modified, effective as of January 13, 2004, by deleting all references therein
to “Wilmington Trust Company”, “March 7, 2003” and any specific day, month and/or year and substituting
therefore blank spaces.
Overseas Shipholding Group, Inc.
4.8
4.9
4.10
4.11
4.12
Form of First Supplemental Indenture dated as of February 19, 2004 between the Registrant and Wilmington Trust
Company, as trustee (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated February 18, 2004
and incorporated herein by reference) (No. 001-06479) (filed February 18, 2004).
Second Supplemental Indenture dated as of August 5, 2014 between the Registrant and Wilmington Trust Company,
as trustee (filed as Exhibit 4.3 to Registrant’s Current Report on Form 8-K dated August 8, 2014 and incorporated
herein by reference).
Third Supplemental Indenture dated as of August 5, 2014 between the Registrant and Wilmington Trust Company, as
trustee (filed as Exhibit 4.4 to Registrant’s Current Report on Form 8-K dated August 8, 2014 and incorporated
herein by reference).
Fifth Supplemental Indenture, dated as of December 16, 2015, relating to the 7.50% Senior Notes I due 2021,
between Overseas Shipholding Group, Inc. and Wilmington Trust Company, as Trustee (filed as Exhibit 4.2 to
Registrant’s Current Report on Form 8-K dated December 16, 2015 and incorporated herein by reference).
Sixth Supplemental Indenture, dated as of December 16, 2015, relating to the 7.50% Senior Notes II due 2021,
between Overseas Shipholding Group, Inc. and Wilmington Trust Company, as Trustee (filed as Exhibit 4.3 to
Registrant’s Current Report on Form 8-K dated December 16, 2015 and incorporated herein by reference).
4.13
Description of Company’s Common Stock.
*10.1
*10.2
10.3
*10.4
*10.5
*10.6
*10.7
*10.8
*10.9
*10.10
*10.11
74
Supplemental Executive Savings Plan of the Registrant dated as of December 22, 2005, as amended by Amendment
One effective as of January 1, 2006 (filed as Exhibit 10(iii)(a) to the Registrant’s Annual Report on Form 10-K for
2008 and incorporated herein by reference) (No. 001-06479) (filed March 2, 2009).
Form of Director Indemnity Agreement for the directors of the Registrant (filed as Exhibit 10.8 to Registrant’s
Registration Statement on Form S-1 filed on August 20, 2014 and incorporated herein by reference).
Incentive Compensation Recoupment Policy for Executive Officers (filed as Exhibit 99.2 to the Registrant’s Current
Report on Form 8-K dated January 25, 2010 and incorporated herein by reference).
Management Incentive Compensation Plan (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K
dated September 23, 2014 and incorporated herein by reference).
Management Incentive Compensation Plan Stock Option Grant Agreement (Subject to stockholder approval) (filed as
Exhibit 10.3 to the Registrant’s Current Report on Form 8-K dated September 23, 2014 and incorporated herein by
reference).
Management Incentive Compensation Plan Stock Option Grant Agreement (Not subject to stockholder approval)
(filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K dated September 23, 2014 and incorporated
herein by reference).
Form of Officers Indemnity Agreement for the officers of the Registrant (filed as Exhibit 10.18 to the Registrant’s
Annual Report on Form 10-K for the year ended December 31, 2014 and incorporated herein by reference).
Settlement, Release and Indemnity Agreement dated as of February 3, 2015 between the Registrant, certain
subsidiaries of the Registrant and an executive (filed as Exhibit 10.27 to the Registrant’s Annual Report on Form 10-
K for the year ended December 31, 2014 and incorporated herein by reference).
Separation Agreement dated July 29, 2016 between the Registrant and a former executive (filed as Exhibit 10.4 to the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 and incorporated herein by
reference).
Employment Agreement dated as of July 17, 2016 between the Registrant and an executive (filed as Exhibit 10.5 to
the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 and incorporated herein
by reference).
Employment Agreement dated as of November 10, 2016 between the Registrant and an executive (filed as Exhibit
10.47 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016 and incorporated
herein by reference).
Overseas Shipholding Group, Inc.
*10.12 Amendment No. 1 to Employment Agreement dated as of December 12, 2016 between the Registrant and an
executive (filed as Exhibit 10.49 to the Registrant’s Annual Report on Form 10-K for the year ended December 31,
2016 and incorporated herein by reference).
*10.13 Overseas Shipholding Group, Inc. Management Incentive Comprehensive Plan Stock Option Grant Agreement, Form
StOp 2017 (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2017 and incorporated herein by reference).
*10.14 Overseas Shipholding Group, Inc. Non-Employee Director Incentive Compensation Plan approved by the
stockholders at the Annual Meeting of Stockholders held on June 6, 2017, effective June 6, 2017.
*10.15
*10.16
Letter Agreement dated as of July 17, 2017 between the Registrant and an executive (filed as Exhibit 10.1 to the
Registrant's Current Report on Form 8-K dated July 17, 2017 and incorporated herein by reference).
Employment Agreement dated as of November 30, 2017 between the Registrant and an executive (filed as Exhibit
10.3 to the Registrant’s Current Report on Form 8-K dated December 4, 2017 and incorporated herein by reference).
*10.17
Employment Agreement dated as of November 30, 2017 between the Registrant and an executive.
*10.18
*10.19
*10.20
*10.21
*10.22
*10.23
*10.24
*10.25
10.26
10.27
*10.28
*10.29
*10.30
Form of Overseas Shipholding Group, Inc. Management Incentive Compensation Plan Stock Option Grant
Agreement.
Form of Overseas Shipholding Group, Inc. Management Incentive Compensation Plan Stock Option Grant
Agreement.
Form of Overseas Shipholding Group, Inc. Management Incentive Compensation Plan Time-Based Restricted Stock
Unit Grant Agreement Form TB-Officer 20_.
Form of Overseas Shipholding Group, Inc. Management Incentive Compensation Plan Performance-Based Restricted
Stock Unit Grant Agreement Form PB 20_-ROIC.
Form of Overseas Shipholding Group, Inc. Management Incentive Compensation Plan Performance-Based Restricted
Stock Unit Grant Agreement Form PB-TSR 20_.
Employment Agreement dated as of December 15, 2018 between the Registrant and an executive (filed as Exhibit
10.1 to the Registrant’s Current Report on Form 8-K dated December 15, 2018 and incorporated herein by reference).
2019 Incentive Compensation Plan for Management (filed as Appendix A to the Registrant’s Form DEF 14A dated
May 30, 2019 and incorporated herein by reference).
Form of Overseas Shipholding Group, Inc. Non-Employee Director Incentive Compensation Plan Time-Based
Restricted Stock Unit Award Agreement Form Non-Employee Director.
Loan and Security Agreement dated as of August 7, 2019 between Overseas Sun Coast LLC, subsidiary of
Registrant, as borrower, and Pacific Western Bank, as lender.
First Amendment to Loan and Security Agreement dated as of September 30, 2019 between Overseas Sun Coast
LLC, subsidiary of Registrant, as borrower, and Pacific Western Bank, as lender.
Form of Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan For Management Time-Based
Restricted Stock Unit Grant Agreement Form TB-Officer_.
Form of Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan For Management Performance-Based
Restricted Stock Unit Grant Agreement Form PB-ROIC_.
Form of Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan For Management Performance-Based
Restricted Stock Unit Grant Agreement Form PB-TSR_.
10.31
Amendment No. 3 dated April 1, 2021 to Term Loan Credit Agreement dated December 21, 2018.
*10.32
Form of Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan For Management Performance-Based
Restricted Stock Unit Grant Agreement Form PB-2021 Special Grant.
10.33
Non-Disclosure Agreement.
75
Overseas Shipholding Group, Inc.
10.34
Credit Agreement dated as of September 29, 2021 by and among certain subsidiaries of the Registrant, as the
borrowers, and Stonebriar Commercial Finance LLC, as lender.
*10.35
Form of Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan For Management Time-Based
Restricted Stock Unit Grant Agreement Form TB-Officer-rev. 2022.
*10.36
Form of Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan For Management Performance-Based
Restricted Stock Unit Grant Agreement Form PB-TSR-rev. 2022.
*10.37
Form of Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan For Management Performance-Based
Restricted Stock Unit Grant Agreement Form PB-ROIC-rev. 2022.
*10.38
Form of Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management Time-Based Award
Agreement Form Retention-TB-Officer.
21**
List of subsidiaries of the Registrant.
23.1**
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 Inline XBRL Instance Document.
101.SCH Inline XBRL Taxonomy Schema.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
(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.
76
Overseas Shipholding Group, Inc.
SIGNATURES
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 9, 2023
OVERSEAS SHIPHOLDING GROUP, INC.
By:
/s/ RICHARD TRUEBLOOD
Richard Trueblood
Vice President
and 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 Samuel H.
Norton and Richard Trueblood, 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/ SAMUEL H. NORTON
Samuel H. Norton, Principal
Executive Officer and Director
/s/ DOUGLAS D. WHEAT
Douglas D. Wheat, Director
/s/ JOHN P. REDDY
John P. Reddy, Director
/s/ JOSEPH I. KRONSBERG
Joseph I. Kronsberg, Director
/s/ JULIE E. SILCOCK
Julie E. Silcock, Director
/s/ ANJA L. MANUEL
Anja L. Manuel, Director
/s/ GARY EUGENE TAYLOR
Gary Eugene Taylor, Director
/s/ REBECCA DELAET
Rebecca DeLaet, Director
Date
March 9, 2023
March 9, 2023
March 9, 2023
March 9, 2023
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Overseas Shipholding Group, Inc.
SUBSIDIARIES OF OVERSEAS SHIPHOLDING GROUP, INC.
The following table lists all subsidiaries of OSG and all companies in which OSG 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 subsidiary as of the end of the year covered by this report.
Exhibit 21
Company
Akun Island LLC
Alaska Tanker Company, LLC
Aptamus LLC
Kiska Island LLC
Maritrans General Partner Inc.
Maritrans Operating Company L.P.
Mykonos Tanker LLC
OSG 204 LLC
OSG 205 LLC
OSG Alaska LLC
OSG America L.P.
OSG America LLC
OSG America Operating Company LLC
OSG Bulk Ships, Inc.
OSG Champa Bay Shipholding LLC
OSG Courageous II LLC
OSG Delaware Bay Lightering LLC
OSG Endurance LLC
OSG Financial Corp.
OSG Maritrans Parent LLC
OSG Product Tankers AVTC, LLC
OSG Product Tankers I, LLC
OSG Product Tankers II, LLC
OSG Product Tankers Member LLC
OSG Product Tankers, LLC
OSG Ship Management, Inc.
Overseas Anacortes LLC
Overseas Boston LLC
Overseas Gulf Coast LLC
Overseas Houston LLC
Overseas Key West LLC
Overseas Long Beach LLC
Overseas Los Angeles LLC
Overseas Martinez LLC
Overseas New York LLC
Overseas Nikiski LLC
Overseas ST Holding LLC
Where Incorporated,
Organized or Domiciled
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
New York
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Company
Overseas Sun Coast LLC
Overseas Tampa LLC
Overseas Texas City LLC
Santorini Tanker LLC
Tagalak Island LLC
Unimak Island LLC
Where Incorporated,
Organized or Domiciled
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our reports dated March 9, 2023, with respect to the consolidated financial statements and internal control over
financial reporting included in the Annual Report of Overseas Shipholding Group, Inc. on Form 10-K for the year ended
December 31, 2022. We consent to the incorporation by reference of said reports in the Registration Statements of Overseas
Shipholding Group, Inc. on Form S-3 (File No. 333-213035) and on Forms S-8 (File No. 333-266646, File No. 333-208736,
File No. 333-237228 and File No. 333-238158).
/s/ GRANT THORNTON LLP
Tampa, Florida
March 9, 2023
EXHIBIT 31.1
OVERSEAS SHIPHOLDING GROUP, INC. AND SUBSIDIARIES
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) AND 15d-14(a), AS AMENDED
I, Samuel H. Norton, certify that:
1 I have reviewed this annual report on Form 10-K of Overseas Shipholding Group, 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;
2
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;
3
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:
4
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
a.
b.
c.
d.
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):
5
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
a.
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.
b.
Date: March 9, 2023
/s/ SAMUEL H. NORTON
Samuel H. Norton
Chief Executive Officer
EXHIBIT 31.2
OVERSEAS SHIPHOLDING GROUP, INC. AND SUBSIDIARIES
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) AND 15d-14(a), AS AMENDED
I, Richard Trueblood, certify that:
1 I have reviewed this annual report on Form 10-K of Overseas Shipholding Group, Inc.;
2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3 Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods
presented in this report;
4 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. 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;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the 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
d. 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. 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
b. 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 9, 2023
/s/ RICHARD TRUEBLOOD
Richard Trueblood
Chief Financial Officer
OVERSEAS SHIPHOLDING GROUP, 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 Overseas Shipholding Group, Inc. (the
“Company”), hereby certifies, to the best of his knowledge and belief, that the Form 10-K of the Company for the annual period
ended December 31, 2022 (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 9, 2023
Date: March 9, 2023
/s/ SAMUEL H. NORTON
Samuel H. Norton
Chief Executive Officer
/s/ RICHARD TRUEBLOOD
Richard Trueblood
Chief Financial Officer