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Section 1: 8-K (8-K)

Document


United States
Securities and Exchange Commission
Washington, D.C. 20549
_______________________________________________
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934

____________ March 8, 2019___________                            
Date of Report (Date of earliest event reported)
  
Overseas Shipholding Group, Inc.
(Exact Name of Registrant as Specified in Charter)

____1-6479-1____
Commission File Number
 
Delaware
 
13-2637623
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification Number)
  
Two Harbour Place 
302 Knights Run Avenue, Suite 1200
____Tampa, Florida 33602____
 
(Address of Principal Executive Offices) (Zip Code)
 

 
Registrant's telephone number, including area code (813) 209-0600
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 

 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 





OVERSEAS SHIPHOLDING GROUP, INC.
 
FORM 8-K
CURRENT REPORT


Section 2 – Financial Information
 
 
Item 2.02
Results of Operations and Financial Condition.
 
The following information, including the Exhibit to this Form 8-K, is being furnished pursuant to Item 2.02 – Results of Operations and Financial Condition of Form 8-K. This information is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act of 1933 registration statements.
 
On March 8, 2019, Overseas Shipholding Group, Inc. issued a press release, a copy of which is attached hereto as Exhibit 99.1, announcing fourth quarter and full year 2018 earnings.
 

Section 9 - Financial Statements and Exhibits.
 
 
Item 9.01
Financial Statements and Exhibits.
 
(d)          Exhibits
 
Pursuant to General Instruction B.2 of Form 8-K, the following exhibit is furnished with this Form 8-K.
 
Exhibit No.
Description
99.1






SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
OVERSEAS SHIPHOLDING GROUP, INC.   
 
(Registrant)
 
 
Date: March 8, 2019
By
/s/ Richard Trueblood
 
 
Name:         Richard Trueblood
Title:           Vice President and Chief Financial Officer


EXHIBIT INDEX
 
Exhibit No.
Description
99.1




(Back To Top)

Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit
397051916_osgprlogoa06.jpg

Exhibit 99.1

OVERSEAS SHIPHOLDING GROUP REPORTS
FOURTH QUARTER AND FULL YEAR 2018 RESULTS
 
Tampa, FL – March 8, 2019 – Overseas Shipholding Group, Inc. (NYSE: OSG) (the “Company” or “OSG”) a provider of energy transportation services for crude oil and petroleum products in the U.S. Flag markets, today reported results for the fourth quarter and full year 2018.
 
Highlights

Net loss for the fourth quarter was $5.2 million, or $(0.05) per diluted share, compared with net income of $53.6 million, or $0.61 per diluted share for the fourth quarter 2017.

Net income for the full year 2018 was $13.5 million, or $0.15 per diluted share, compared with $56.0 million, or $0.64 per diluted share for the full year 2017.

Shipping revenues for the fourth quarter and full year 2018 were $89.2 million and $366.2 million, down 4% and 6%, respectively, compared with the same periods in 2017. Time charter equivalent (TCE) revenues(A), a non-GAAP measure, for the fourth quarter and full year 2018 were $79.9 million and $326.7 million, down 4% and 10%, respectively, compared with the same periods in 2017.

Fourth quarter and full year 2018 Adjusted EBITDA(B), a non-GAAP measure, was $23.1 million and $87.0 million, down 7% and 27%, respectively, from $24.8 million and $118.4 million in the same periods in 2017.

Total cash(C) was $80.6 million as of December 31, 2018.

During the quarter we refinanced our $380 million term loan due August 2019, with a $325 million term loan due December 2023, a $27.5 million term loan due November 2026 and $27.6 million from cash on hand. This lengthened the maturity of our long-term debt.

We also extended the term on five of our bareboat charters to December 2022 and the remaining four vessels until December 2020.

In January 2019, we entered into a 10-year bareboat charter party agreement for a U.S. flagged product tanker.
 
Mr. Sam Norton, President and CEO, stated, “During 2018, we took steps to reduce debt, gain cost efficiencies, and retain capacity available to capture value from an improving rate environment, positioning the Company well to benefit from the inherent operating leverage of its business model. The fourth quarter saw continued progress in the developing recovery story for OSG’s core Jones Act businesses.  Further time charter contracts for our conventional tankers were obtained at rates above those previously entered into, combining to give the Company fixed time charter cover for 75% of available vessel days for 2019 at the beginning of the year.  We are as convinced as ever that improving fundamentals will support a continuing recovery, and we expect to benefit from that recovery as our fleet of conventional tankers is re-chartered beginning in late 2019.”

Mr. Norton added, “Success in refinancing our term debt and in extending the nine leases on vessels chartered-in from American Shipping Company removed considerable uncertainty and stabilized the principal elements of our balance sheet for the foreseeable future, and provided us with the ability to pursue long-term employment opportunities with customers who are increasingly aware of a supply constrained market. Commitments to invest in new barges, new tankers, and the long-term lease of an existing Jones Act Tanker provide tangible evidence of our confidence in our core markets and in our commitment to sustaining a leading position in the markets that we serve.”







 
 
 
 
 
A, B, C Reconciliations of these non-GAAP financial measures are included in the financial tables attached to this press release starting on Page 8.

1



Fourth Quarter 2018 Results
 
Shipping revenues were $89.2 million for the quarter, down 4% compared with the fourth quarter of 2017. TCE revenues for the fourth quarter of 2018 were $79.9 million, a decrease of $2.9 million, or 4%, compared with the fourth quarter of 2017, primarily due to lower average daily rates earned, which accounted for a $6.8 million decrease in TCE revenues and a 102-day decrease in revenue days for its fleet, excluding its modern lightering ATBs. This decrease is offset by an increase in TCE revenues of $4.0 million for the modern lightering ATBs in the fourth quarter of 2018 compared with the fourth quarter of 2017. We also traded two fewer vessels in the fourth quarter 2018 compared to fourth quarter 2017.

Operating income for the fourth quarter of 2018 was $7.4 million, compared to operating income of $3.4 million in the fourth quarter of 2017.
 
Net loss for the fourth quarter was $5.2 million, or $(0.05) per diluted share, compared with net income of $53.6 million, or $0.61 per diluted share, for the fourth quarter 2017. The decrease reflects the income tax benefit recorded in the fourth quarter of 2017 as a result of the remeasurement of the net deferred tax liability based on the newly enacted federal corporate statutory rate of 21%.
 
Adjusted EBITDA was $23.1 million for the quarter, a decrease of $1.7 million compared with the fourth quarter of 2017, driven primarily by the decline in TCE revenues.
 
Full Year 2018 Results
 
Shipping revenues were $366.2 million for the full year 2018, down 6% compared with the full year 2017. TCE revenues for the full year 2018 were $326.7 million, a decrease of $34.3 million, or 10%, compared with the full year 2017. Several factors contributed to these decreases: (a) 74-day increase in scheduled drydocking, which is an out-of-service period used to perform required major maintenance to continue trading and maximize a vessel's useful life, (b) 92-day increase in unplanned repair days, including one vessel that was hit by a third-party ship, and (c) two fewer vessels in operation for most of 2018 compared to 2017.
 
Operating income for the full year 2018 was $27.4 million, compared to operating income of $37.7 million for the full year 2017.
 
Net income for the full year 2018 was $13.5 million, or $0.15 per diluted share, compared with net income of $56.0 million, or $0.64 per diluted share, for the full year 2017. The decrease reflected the income tax benefit recorded in 2017 as a result of the remeasurement of the net deferred tax liability based on the newly enacted federal corporate statutory rate of 21%.
 
Adjusted EBITDA was $87.0 million for the full year 2018, a decrease of $31.4 million compared with the full year 2017, driven primarily by the decline in TCE revenues.
  
Conference Call
 
The Company will host a conference call to discuss its fourth quarter and full year 2018 results at 9:00 a.m. Eastern Time (“ET”) on Friday, March 8, 2019.
 
To access the call, participants should dial (844) 850-0546 for domestic callers and (412) 317-5203 for international callers. Please dial in ten minutes prior to the start of the call.
 
A live webcast of the conference call will be available from the Investor Relations section of the Company’s website at http://www.osg.com/
 
An audio replay of the conference call will be available starting at 11:00 a.m. ET on Friday, March 8, 2019 through 10:59 p.m. ET on Friday, March 15, 2019 by dialing (877) 344-7529 for domestic callers and (412) 317-0088 for international callers, and entering Access Code 10129249.








 

2



About Overseas Shipholding Group, Inc.
 
Overseas Shipholding Group, Inc. (NYSE: OSG) is a publicly traded tanker company providing energy transportation services for crude oil and petroleum products in the U.S. Flag markets. OSG is a major operator of tankers and ATBs in the Jones Act industry. OSG’s 21-vessel U.S. Flag fleet consists of five ATBs, two lightering ATBs, three shuttle tankers, nine MR tankers, and two non-Jones Act MR tankers that participate in the U.S. MSP. OSG is committed to setting high standards of excellence for its quality, safety and environmental programs. OSG is recognized as one of the world’s most customer-focused marine transportation companies and is headquartered in Tampa, FL. More information is available at www.osg.com.

Forward-Looking Statements
 
This release contains forward-looking statements. In addition, the Company may make or approve certain statements in future filings with the Securities and Exchange Commission (SEC), in press releases, or in oral or written presentations by representatives of the Company. All statements other than statements of historical facts should be considered forward-looking statements. These matters or statements may relate to the Company’s prospects. Forward-looking statements are based the Company’s current plans, estimates and projections, and are subject to change based on a number of factors. Investors should carefully consider the risk factors outlined in more detail in the Annual Report on Form 10-K for OSG and in similar sections of other filings made by the Company with the SEC from time to time. The Company assumes no obligation to update or revise any forward-looking statements. Forward-looking statements and written and oral forward-looking statements attributable to the Company or its representatives after the date of this release are qualified in their entirety by the cautionary statements contained in this paragraph and in other reports previously or hereafter filed by the Company with the SEC.

 
Investor Relations & Media Contact:
Susan Allan, Overseas Shipholding Group, Inc.
(813) 209-0620
[email protected]

 


3



Consolidated Statements of Operations
($ in thousands, except per share amounts)

 
Three Months Ended December 31,
 
Years Ended December 31,
 
2018
 
2017
 
2018
 
2017
 
(unaudited)
 
(unaudited)
 
 
 
 
Shipping Revenues:
 
 
 
 
 
 
 
Time and bareboat charter revenues
$
53,523

 
$
57,400

 
$
213,923

 
$
266,193

Voyage charter revenues
35,707

 
35,415

 
152,240

 
124,233

Total shipping revenues
89,230

 
92,815

 
366,163

 
390,426

Operating Expenses:
 

 
 

 
 
 
 

Voyage expenses
9,321

 
10,061

 
39,456

 
29,390

Vessel expenses
33,931

 
34,709

 
134,956

 
136,148

Charter hire expenses
22,956

 
23,101

 
91,350

 
91,587

Depreciation and amortization
12,885

 
12,573

 
50,512

 
58,673

General and administrative
7,114

 
6,895

 
26,880

 
27,464

Severance costs

 

 

 
16

(Gain)/loss on disposal of vessels and other property, including impairments
(877
)
 
5,847

 
(877
)
 
13,200

Total operating expenses
85,330

 
93,186

 
342,277

 
356,478

Income from vessel operations
3,900

 
(371
)
 
23,886

 
33,948

Equity in income of affiliated companies
3,548

 
3,747

 
3,538

 
3,747

Operating income
7,448

 
3,376

 
27,424

 
37,695

Other expense
(1,029
)
 
(293
)
 
(759
)
 
(1,753
)
Income before interest expense, reorganization items and income taxes
6,419

 
3,083

 
26,665

 
35,942

Interest expense
(7,488
)
 
(9,125
)
 
(30,890
)
 
(37,401
)
Loss before reorganization items and income taxes
(1,069
)
 
(6,042
)
 
(4,225
)
 
(1,459
)
Reorganization items, net

 
8

 

 
(190
)
Loss from operations before income taxes
(1,069
)
 
(6,034
)
 
(4,225
)
 
(1,649
)
Income tax (expense)/benefit from operations
(4,107
)
 
59,679

 
17,714

 
57,627

Net (loss)/income
$
(5,176
)
 
$
53,645

 
$
13,489

 
$
55,978

 
 
 
 
 
 
 
 
Weighted Average Number of Common Shares Outstanding:
 

 
 

 
 
 
 

Basic - Class A
88,563,614

 
87,840,169

 
88,394,580

 
87,834,769

Diluted - Class A
88,563,614

 
88,108,079

 
89,045,734

 
88,082,978

 
 
 
 
 
 
 
 
Per Share Amounts from Continuing Operations:
 

 
 

 
 
 
 
Basic and diluted net (loss)/income – Class A
$
(0.05
)
 
$
0.61

 
$
0.15

 
$
0.64

 
The Company adopted ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (ASC 715), which requires that an employer classify and report the service cost component in the same line item or items in the statement of operations as other compensation costs arising from services rendered by the pertinent employees during the period and disclose by line item in the statement of operations the amount of net benefit cost that is included in the statement of operations. The other components of net benefit cost would be presented in the statement of operations separately from the service cost component and outside the subtotal of income from operations. The Company adopted this accounting standard on January 1, 2018 and has applied the guidance retrospectively.


4



Consolidated Balance Sheets
($ in thousands)

 
December 31, 2018
 
December 31, 2017
ASSETS
 

 
 

Current Assets:
 

 
 

Cash and cash equivalents
$
80,417

 
$
165,994

Restricted cash
59

 
58

Voyage receivables, including unbilled of $10,160 and $9,919
16,096

 
24,209

Income tax recoverable
439

 
1,122

Receivable from INSW
34

 
372

Other receivables
2,993

 
2,184

Prepaid expenses
9,886

 
9,867

Inventories and other current assets
2,456

 
3,489

Total Current Assets
112,380

 
207,295

Vessels and other property, less accumulated depreciation
597,659

 
632,509

Deferred drydock expenditures, net
26,099

 
23,914

Total Vessels, Deferred Drydock and Other Property
623,758

 
656,423

Restricted cash
165

 
217

Investments in and advances to affiliated companies
3,585

 
3,785

Intangible assets, less accumulated amortization
36,417

 
41,017

Other assets
51,425

 
23,150

Total Assets
$
827,730

 
$
931,887

 
 
 
 
LIABILITIES AND EQUITY
 
 
 
Current Liabilities:
 
 
 
Accounts payable, accrued expenses and other current liabilities
$
34,678

 
$
34,371

Current installments of long-term debt
23,240

 
28,160

Total Current Liabilities
57,918

 
62,531

Reserve for uncertain tax positions
220

 
3,205

Long-term debt
322,295

 
420,776

Deferred income taxes, net
73,365

 
83,671

Other liabilities
44,464

 
48,466

Total Liabilities
498,262

 
618,649

 
 
 
 
Commitments and contingencies
 
 
 
 
 
 
 
Equity:
 
 
 
Common stock - Class A ($0.01 par value; 166,666,666 shares authorized; 84,834,790 and 78,277,669 shares issued and outstanding)
848

 
783

Paid-in additional capital
587,826

 
584,675

Accumulated deficit
(252,014
)
 
(265,758
)
 
336,660

 
319,700

Accumulated other comprehensive loss
(7,192
)
 
(6,462
)
Total Equity
329,468

 
313,238

Total Liabilities and Equity
$
827,730

 
$
931,887




5



Consolidated Statements of Cash Flows
($ in thousands) 
 
Years Ended December 31,
 
2018
 
2017
 
2016
Cash Flows from Operating Activities:
 

 
 

 
 

Net income/(loss)
$
13,489

 
$
55,978

 
$
(293,614
)
Loss from discontinued operations

 

 
(292,555
)
Net income/(loss) from continuing operations
13,489

 
55,978

 
(1,059
)
Items included in net income/(loss) from continuing operations not affecting cash flows:
 
 
 
 
 
Depreciation and amortization
50,512

 
58,673

 
89,563

Amortization of debt discount and other deferred financing costs
4,069

 
5,167

 
6,005

Compensation relating to restricted stock, stock unit and stock option grants
3,785

 
2,388

 
7,441

Deferred income tax benefit
(18,794
)
 
(59,047
)
 
(67,394
)
Undistributed earnings of affiliated companies
200

 
(91
)
 
132

Reorganization items, non-cash

 
(105
)
 
5,198

Vessel impairment charges

 
5,878

 
104,405

Other – net
1,961

 
3,282

 
2,268

Items included in net income/(loss) related to investing and financing activities:
 
 
 
 
 
Loss on repurchases and extinguishment of debt
3,399

 
3,237

 
2,988

(Gain)/loss on disposal of vessels and other property, net
(877
)
 
7,322

 
127

Payments for drydocking
(12,902
)
 
(8,390
)
 
(6,844
)
SEC payment, bankruptcy and IRS claim payments

 
(5,000
)
 
(7,136
)
Distributions from INSW

 

 
202,000

Changes in operating assets and liabilities:
 
 
 
 
 
Decrease/(increase) in receivables
6,531

 
(753
)
 
(16,794
)
(Increase)/decrease in income tax recoverable
(4,797
)
 
(246
)
 
323

Increase/(decrease) in deferred revenue
1,514

 
(4,639
)
 
63

Net change in prepaid items and accounts payable, accrued expenses and other current and long-term liabilities
(2,835
)
 
(20,035
)
 
7,574

Net cash provided by operating activities
45,255

 
43,619

 
328,860

Cash Flows from Investing Activities:
 
 
 
 
 
Expenditures for vessels and vessel improvements
(21,807
)
 

 

Expenditures for other property
(386
)
 
(11
)
 
(666
)
Proceeds from disposal of vessels and other property
2,367

 
1,055

 

Net cash (used in)/provided by investing activities
(19,826
)
 
1,044

 
(666
)
Cash Flows from Financing Activities:
 
 
 
 
 
Repurchases and extinguishment of debt
(427,123
)
 
(84,170
)
 
(120,224
)
Issuance of debt, net of issuance and deferred financing costs
344,801

 

 

Payments on debt, including adequate protection payments
(28,166
)
 

 
(54,345
)
Tax withholding on share-based awards
(569
)
 
(1,157
)
 

Repurchases of common stock and common stock warrants

 

 
(119,343
)
Cash dividends paid

 

 
(31,910
)
Net cash used in financing activities
(111,057
)
 
(85,327
)
 
(325,822
)
Net (decrease)/increase in cash, cash equivalents and restricted cash (Note 3)
(85,628
)
 
(40,664
)
 
2,372

Cash, cash equivalents and restricted cash at beginning of year (Note 3)
166,269

 
206,933

 
204,561

Cash, cash equivalents and restricted cash at end of year (Note 3)
$
80,641

 
$
166,269

 
$
206,933

 
 
 
 
 
 
Cash flows from discontinued operations:
 
 
 
 
 
Cash flows provided by operating activities
$

 
$

 
$
111,768

Cash flows provided by investing activities

 

 
25,202

Cash flows used in financing activities

 

 
(355,687
)
Net decrease in cash and cash equivalents from discontinued operations
$

 
$

 
$
(218,717
)

The Company adopted ASU No. 2016-18, Statement of Cash Flows (ASC 230), Restricted Cash, which requires that amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The standard is effective for annual periods beginning after December 31, 2017 and interim periods within that reporting period. The Company adopted this accounting standard on January 1, 2018. The prior periods have been adjusted to conform to current period presentation, which resulted in a decrease of $15,569 in net cash provided by investing activities for the year ended December 31, 2017 and an increase of $5,261 in net cash provided by investing activities for the year ended December 31, 2016, related to changes in restricted cash amounts.

6



Spot and Fixed TCE Rates Achieved and Revenue Days
 
The following tables provides a breakdown of TCE rates achieved for spot and fixed charters and the related revenue days for the three months and fiscal year ended December 31, 2018 and the comparable periods of 2017. Revenue days in the quarter ended December 31, 2018 totaled 1,927 compared with 2,029 in the prior year quarter. Revenue days in the fiscal year ended December 31, 2018 totaled 7,678 compared with 8,378 in the prior year. A summary fleet list by vessel class can be found later in this press release.
 
For the three months ended December 31,
2018
 
2017
 
Spot
Earnings
 
Fixed
Earnings
 
Spot
Earnings
 
Fixed
Earnings
Jones Act Handysize Product Carriers:
 

 
 

 
 

 
 

Average rate
$
32,420

 
$
58,833

 
$
31,397

 
$
63,163

Revenue days
248

 
826

 
284

 
790

Non-Jones Act Handysize Product Carriers:
 

 
 

 
 

 
 

Average rate
$
18,427

 
$
11,220

 
$
28,334

 
$

Revenue days
181

 
3

 
184

 

ATBs:
 

 
 

 
 

 
 

Average rate
$
10,984

 
$
21,548

 
$
12,644

 
$
25,363

Revenue days
226

 
259

 
317

 
270

Lightering:
 

 
 

 
 

 
 

Average rate
$
64,347

 
$

 
$
42,802

 
$

Revenue days
184

 

 
184

 


 
For the years ended December 31,
2018
 
2017
 
Spot
Earnings
 
Fixed
Earnings
 
Spot
Earnings
 
Fixed
Earnings
Jones Act Handysize Product Carriers:
 

 
 

 
 

 
 

Average rate
$
31,254

 
$
60,252

 
$
27,179

 
$
63,604

Revenue days
1,142

 
3,141

 
896

 
3,411

Non-Jones Act Handysize Product Carriers:
 

 
 

 
 

 
 

Average rate
$
25,925

 
$
12,097

 
$
31,174

 
$
14,031

Revenue days
707

 
3

 
566

 
159

ATBs:
 

 
 

 
 

 
 

Average rate
$
15,333

 
$
22,207

 
$
11,111

 
$
26,863

Revenue days
990

 
998

 
979

 
1,637

Lightering:
 

 
 

 
 

 
 

Average rate
$
66,041

 
$

 
$
61,648

 
$

Revenue days
697

 

 
730

 



7



Fleet Information
 
As of December 31, 2018, OSG’s operating fleet consisted of 21 vessels, 11 of which were owned, with the remaining vessels chartered-in. Vessels chartered-in are on bareboat charters.
Vessel Type
Vessels Owned
 
Vessels Chartered-in
 
Total Vessels

 
Total dwt (2)

Handysize Product Carriers (1)
4

 
10

 
14

 
664,490

Refined Product ATBs
5

 

 
5

 
141,612

Lightering ATBs
2

 

 
2

 
91,112

Total Operating Fleet
11

 
10

 
21

 
897,214

 
(1)
Includes two owned shuttle tankers, one chartered-in shuttle tanker and two owned U.S. Flag Product Carriers that trade internationally.
(2)
Total dwt is defined as aggregate deadweight tons for all vessels of that type.

Reconciliation to Non-GAAP Financial Information
 
The Company believes that, in addition to conventional measures prepared in accordance with GAAP, the following non-GAAP measures may provide certain investors with additional information that will better enable them to evaluate the Company’s performance. Accordingly, these non-GAAP measures are intended to provide supplemental information, and should not be considered in isolation or as a substitute for measures of performance prepared with GAAP.
 
(A) Time Charter Equivalent (TCE) Revenues
 
Consistent with general practice in the shipping industry, the Company uses 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 Company management in making decisions regarding the deployment and use of its vessels and in evaluating their financial performance. Reconciliation of TCE revenues of the segments to shipping revenues as reported in the consolidated statements of operations follow: 

 
Three Months Ended December 31, 
 
Years Ended December 31, 
($ in thousands)
2018
 
2017
 
2018
 
2017
TCE revenues
$
79,909

 
$
82,754

 
$
326,707

 
$
361,036

Add: Voyage Expenses
9,321

 
10,061

 
39,456

 
29,390

Shipping revenues
$
89,230

 
$
92,815

 
$
366,163

 
$
390,426

 
Vessel Operating Contribution

Vessel operating contribution, a non-GAAP measure, is TCE revenues minus vessel expenses and charter hire expenses.

Our “niche market activities”, which includes Delaware Bay lightering, MSP vessels and shuttle tankers, continue to provide a stable operating platform underlying our total US Flag operations. These vessels’ operations are insulated from the forces affecting the broader Jones Act market.




8



The following table sets forth the contribution of our vessels:
 
Years Ended December 31,
($ in thousands)
2018
 
2017
 
2016
Niche Market Activities
$
92,163

 
$
101,333

 
$
106,490

Jones Act Handysize Tankers
(4,238
)
 
5,991

 
36,750

ATBs
12,477

 
25,977

 
70,019

Vessel Operating Contribution
100,402

 
133,301

 
213,259

Depreciation and amortization
50,512

 
58,673

 
89,563

General and administrative
26,881

 
27,464

 
41,060

Severance costs

 
16

 
12,996

(Gain)/loss on disposal of vessels and other property, including impairments
(877
)
 
13,200

 
104,532

Income/(loss) from vessel operations
$
23,886

 
$
33,948

 
$
(34,892
)
(B) EBITDA and Adjusted EBITDA
 
EBITDA represents net (loss)/income from continuing operations before interest expense, income taxes and depreciation and amortization expense. Adjusted EBITDA consists of EBITDA adjusted to exclude amortization classified in charter hire expenses, interest expense classified in charter hire expenses, (gain)/loss on disposal of vessels and other property, including impairments, loss on repurchases and extinguishment of debt, non-cash stock based compensation expense and the impact of other items that we do not consider indicative of our ongoing operating performance. EBITDA and Adjusted EBITDA do not represent, and should not be a substitute for, net (loss)/income or cash flows from operations as determined in accordance with GAAP. Some of the limitations are: (i) EBITDA and Adjusted EBITDA do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments; (ii) EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs; and (iii) EBITDA and Adjusted EBITDA do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt. While EBITDA and Adjusted EBITDA are frequently used as a measure of operating results and performance, neither of them is necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculation. The following table reconciles net income/(loss) from continuing operations as reflected in the consolidated statements of operations, to EBITDA and Adjusted EBITDA. Prior periods have been adjusted to conform to current year presentation.
 
Three Months Ended December 31,
 
Years Ended December 31,
($ in thousands)
2018
 
2017
 
2018
 
2017
Net (loss)/income from continuing operations
$
(5,176
)
 
$
53,645

 
$
13,489

 
$
55,978

Income tax expense/(benefit) from continuing operations
4,107

 
(59,679
)
 
(17,714
)
 
(57,627
)
Interest expense
7,488

 
9,125

 
30,890

 
37,401

Depreciation and amortization
12,885

 
12,573

 
50,512

 
58,673

EBITDA
19,304

 
15,664

 
77,177

 
94,425

Amortization classified in charter hire expenses
387

 
465

 
1,781

 
1,859

Interest expense classified in charter hire expenses
420

 
450

 
1,711

 
1,831

(Gain)/loss on disposal of vessels and other property, including impairments
(877
)
 
5,847

 
(877
)
 
13,200

Loss on repurchases and extinguishment of debt
2,417

 
1,238

 
3,399

 
3,237

Non-cash stock based compensation expense
1,473

 
1,112

 
3,785

 
3,638

Reorganization items, net

 
(8
)
 

 
190

Severance costs

 

 

 
16

Adjusted EBITDA
$
23,124

 
$
24,768

 
$
86,976

 
$
118,396

 







9




(C) Total Cash
 
($ in thousands)
December 31,
2018
 
December 31,
2017
Cash and cash equivalents
$
80,417

 
$
165,994

Restricted cash - current
59

 
58

Restricted cash – non-current
165

 
217

Total Cash
$
80,641

 
$
166,269


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