Toggle SGML Header (+)


Section 1: 10-Q (FORM 10-Q)

 

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q 

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2019

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        1-37836-1     

 

INTERNATIONAL SEAWAYS, INC.
(Exact name of registrant as specified in its charter)

 

Marshall Islands   98-0467117
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification Number)
     
600 Third Avenue, 39th Floor, New York, New York   10016
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: 212-578-1600

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES x NO ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨ Accelerated filer x Emerging growth company x
     
Non-accelerated filer ¨ Smaller reporting company ¨  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. YES x NO ¨

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Symbol Name of each exchange on which registered
Common Stock (no par value) INSW New York Stock Exchange
8.5% Senior Notes due 2023 INSW - PA New York Stock Exchange

 

 

Former name, former address and former fiscal year, if changed since last report

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date. The number of shares outstanding of the issuer’s common stock as of May 8, 2019: common stock, no par value 29,222,068 shares.

 

 

 

   

 

 

INTERNATIONAL SEAWAYS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

DOLLARS IN THOUSANDS

(UNAUDITED)

 

   March 31,   December 31, 
   2019   2018 
         
ASSETS          
Current Assets:          
Cash and cash equivalents  $79,537   $58,313 
Voyage receivables, including unbilled of $85,103 and $87,725   95,818    94,623 
Other receivables   3,872    5,246 
Inventories   4,122    3,066 
Prepaid expenses and other current assets   9,008    5,912 
Current portion of derivative asset   151    460 
Total Current Assets   192,508    167,620 
Restricted cash   57,618    59,331 
Vessels and other property, less accumulated depreciation of $322,003 and $307,051   1,320,642    1,330,795 
Deferred drydock expenditures, net   19,114    16,773 
Total Vessels, Deferred Drydock and Other Property   1,339,756    1,347,568 
Investments in and advances to affiliated companies   267,518    268,322 
Long-term derivative asset   104    704 
Operating lease right-of-use assets   30,570    - 
Other assets   2,996    5,056 
Total Assets  $1,891,070   $1,848,601 
           
LIABILITIES AND EQUITY          
Current Liabilities:          
Accounts payable, accrued expenses and other current liabilities  $33,234   $23,008 
Current portion of operating lease liabilities   8,348    - 
Current installments of long-term debt   57,680    51,555 
Current portion of derivative liability   1,188    707 
Total Current Liabilities   100,450    75,270 
Long-term operating lease liabilities   19,512    - 
Long-term debt   747,955    759,112 
Long-term derivative liability   2,862    1,922 
Other liabilities   2,304    2,442 
Total Liabilities   873,083    838,746 
           
Commitments and contingencies          
           
Equity:          
Capital - 100,000,000 no par value shares authorized; 29,199,074 and 29,184,501 shares issued and outstanding   1,309,881    1,309,269 
Accumulated deficit   (258,588)   (269,485)
    1,051,293    1,039,784 
Accumulated other comprehensive loss   (33,306)   (29,929)
Total Equity   1,017,987    1,009,855 
Total Liabilities and Equity  $1,891,070   $1,848,601 

 

See notes to condensed consolidated financial statements

 

  2

 

 

INTERNATIONAL SEAWAYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS

(UNAUDITED)

 

   Three Months Ended 
   March 31, 
   2019   2018 
Shipping Revenues:          
Pool revenues, including $41,160 and $12,769 received from companies accounted for by the equity method  $67,637   $35,514 
Time and bareboat charter revenues   5,520    7,913 
Voyage charter revenues   28,717    8,551 
    101,874    51,978 
           
Operating Expenses:          
Voyage expenses   7,845    3,177 
Vessel expenses   30,538    36,658 
Charter hire expenses   17,185    8,623 
Depreciation and amortization   18,929    17,624 
General and administrative   6,773    6,029 
Provision for credit losses   1,298    - 
Third-party debt modification fees   30    - 
(Gain)/loss on disposal of vessels and other property   (48)   6,573 
Total operating expenses   82,550    78,684 
Income/(loss) from vessel operations   19,324    (26,706)
Equity in income of affiliated companies   8,070    8,340 
Operating income/(loss)   27,394    (18,366)
Other income   1,036    679 
Income/(loss) before interest expense and income taxes   28,430    (17,687)
Interest expense   (17,533)   (11,621)
Income/(loss) before income taxes   10,897    (29,308)
Income tax provision   -    (8)
Net income/(loss)  $10,897   $(29,316)
           
Weighted Average Number of Common Shares Outstanding:          
Basic   29,181,233    29,106,180 
Diluted   29,223,187    29,106,180 
           
Per Share Amounts:          
Basic and diluted net income/(loss) per share  $0.37   $(1.01)

 

See notes to condensed consolidated financial statements

 

  3

 

 

INTERNATIONAL SEAWAYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

DOLLARS IN THOUSANDS

(UNAUDITED)

 

   Three Months Ended 
   March 31, 
   2019   2018 
         
Net income/(loss)  $10,897   $(29,316)
Other comprehensive (loss)/income, net of tax:          
Net change in unrealized losses on cash flow hedges   (3,178)   7,470 
Defined benefit pension and other postretirement benefit plans:          
Net change in unrecognized prior service costs   (26)   (41)
Net change in unrecognized actuarial losses   (173)   (388)
Other comprehensive (loss)/income, net of tax   (3,377)   7,041 
Comprehensive income/(loss)  $7,520   $(22,275)

 

See notes to condensed consolidated financial statements

 

  4

 

 

INTERNATIONAL SEAWAYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

DOLLARS IN THOUSANDS

(UNAUDITED)

 

   Three Months Ended 
   March 31, 
   2019   2018 
Cash Flows from Operating Activities:          
Net Income/(loss)  $10,897   $(29,316)
Items included in net income/(loss) not affecting cash flows:          
Depreciation and amortization   18,929    17,624 
Amortization of debt discount and other deferred financing costs   1,765    1,250 
Stock compensation, non-cash   761    629 
Earnings of affiliated companies   (8,452)   (8,425)
Other – net   36    - 
Items included in net income/(loss) related to investing and financing activities:          
(Gain)/loss on disposal of vessels and other property, net   (48)   6,573 
Cash distributions from affiliated companies   2,050    6,212 
Payments for drydocking   (4,438)   (1,249)
Insurance claims proceeds related to vessel operations   555    1,061 
Changes in operating assets and liabilities:          
(Increase)/decrease in receivables   (1,195)   7,489 
Decrease in deferred revenue   -    (918)
Net change in inventories, prepaid expenses and other current assets, accounts payable, accrued expenses and other current and long-term liabilities   3,131    (5,384)
Net cash provided by/(used in) operating activities   23,991    (4,454)
Cash Flows from Investing Activities:          
Expenditures for vessels and vessel improvements   (2,962)   (1,911)
Proceeds from disposal of vessels and other property, net   (82)   57,430 
Expenditures for other property   (208)   (126)
Investments in and advances to affiliated companies, net   478    869 
Repayments of advances from affiliated companies   5,450    2,488 
Net cash provided by investing activities   2,676    58,750 
Cash Flows from Financing Activities:          
Payments on debt   (6,764)   (33,438)
Cash paid to tax authority upon vesting of stock-based compensation   (149)   (278)
Other – net   (243)   - 
Net cash used in financing activities   (7,156)   (33,716)
Net increase in cash, cash equivalents and restricted cash   19,511    20,580 
Cash, cash equivalents and restricted cash at beginning of year   117,644    70,606 
Cash, cash equivalents and restricted cash at end of period  $137,155   $91,186 

 

See notes to condensed consolidated financial statements

 

  5

 

 

INTERNATIONAL SEAWAYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

DOLLARS IN THOUSANDS

(UNAUDITED)

 

           Accumulated     
           Other     
       Accumulated   Comprehensive     
   Capital   Deficit   Loss   Total 
                 
Balance at January 1, 2019  $1,309,269   $(269,485)  $(29,929)  $1,009,855 
Net income   -    10,897    -    10,897 
Other comprehensive loss   -    -    (3,377)   (3,377)
Forfeitures of vested restricted stock awards   (149)   -    -    (149)
Compensation relating to restricted stock awards   232    -    -    232 
Compensation relating to restricted stock units awards   296    -    -    296 
Compensation relating to stock option awards   233    -    -    233 
Balance at March 31, 2019  $1,309,881   $(258,588)  $(33,306)  $1,017,987 
                     
                     
Balance at January 1, 2018  $1,306,606   $(180,545)  $(40,407)  $1,085,654 
Net loss   -    (29,316)   -    (29,316)
Other comprehensive income   -    -    7,041    7,041 
Forfeitures of vested restricted stock awards   (366)   -    -    (366)
Compensation relating to restricted stock awards   192    -    -    192 
Compensation relating to restricted stock units awards   254    -    -    254 
Compensation relating to stock option awards   183    -    -    183 
Balance at March 31, 2018  $1,306,869   $(209,861)  $(33,366)  $1,063,642 

 

See notes to condensed consolidated financial statements

 

  6

 

 

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Note 1 — Basis of Presentation:

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements include the accounts of International Seaways, Inc. (“INSW”), a Marshall Islands corporation, and its wholly owned subsidiaries. The Company owns and operates a fleet of 48 oceangoing vessels, including six vessels that have been chartered-in under operating leases and six vessels in which the Company has interests through its joint ventures, engaged primarily in the transportation of crude oil and refined petroleum products in the International Flag trade through its wholly owned subsidiaries. Unless the context indicates otherwise, references to “INSW”, the “Company”, “we”, “us” or “our”, refer to International Seaways, Inc. and its subsidiaries.

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and notes required by generally accepted accounting principles in the United States. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of the results have been included. Operating results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019.

 

The condensed consolidated balance sheet as of December 31, 2018 has been derived from the audited financial statements at that date but does not include all of the information and notes required by generally accepted accounting principles in the United States for complete financial statements. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

 

All intercompany balances and transactions within INSW have been eliminated. Investments in 50% or less owned affiliated companies, in which INSW exercises significant influence, are accounted for by the equity method.

 

Dollar amounts, except per share amounts, are in thousands.

 

Note 2 — Significant Accounting Policies:

 

Cash, cash equivalents and Restricted cash Interest-bearing deposits that are highly liquid investments and have a maturity of three months or less when purchased are included in cash and cash equivalents. Restricted cash of $57,618 and $59,331 as of March 31, 2019 and December 31, 2018, respectively, represents legally restricted cash relating to the Company’s 2017 Term Loan Facility, Sinosure Credit Facility, ABN Term Loan Facility, and 10.75% Unsecured Subordinated Notes (See Note 9, “Debt”). Such restricted cash reserves are included in the non-current assets section of the condensed consolidated balance sheets.

 

Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are voyage receivables due from charterers and pools in which the Company participates. With respect to voyage receivables, the Company limits its credit risk by performing ongoing credit evaluations. The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the voyage receivables balance. We determine the allowance based on troubled accounts, historical experience, and other currently available evidence. Voyage receivables reflected in the condensed consolidated balance sheets as of March 31, 2019 and December 31, 2018 are net of an allowance for doubtful accounts of $1,325 and $27, respectively. The provisions for doubtful accounts for the three months ended March 31, 2019 and 2018 were $1,298 and $41, respectively. During the three months ended March 31, 2019 and 2018, the Company did not have any individual customers who accounted for 10% or more of its revenues apart from the pools in which it participates. The pools in which the Company participates accounted in aggregate for 85% and 88% of consolidated voyage receivables at March 31, 2019 and December 31, 2018, respectively.

 

Deferred finance charges Finance charges, excluding original issue discount, incurred in the arrangement and/or amendments resulting in the modification of debt are deferred and amortized to interest expense on either an effective interest method or straight-line basis over the life of the related debt. Unamortized deferred finance charges of $379 and $413 relating to the 2017 Revolver Facility are included in other assets in the condensed consolidated balance sheets as of March 31, 2019 and December 31, 2018, respectively. Unamortized deferred financing charges of $24,916 and $26,647 relating to the 2017 Term Loan Facility, Sinosure Credit Facility, ABN Term Loan Facility, 8.5% Senior Notes and 10.75% Subordinated Notes are included in long-term debt in the condensed consolidated balance sheets as of March 31, 2019 and December 31, 2018, respectively. Interest expense relating to the amortization of deferred financing charges amounted to $1,230 and $656 for the three months ended March 31, 2019 and 2018, respectively.

 

  7

 

 

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Revenue and expense recognition — The Company recognizes revenue in accordance with the provisions of ASC 606, Revenue from Contracts with Customers (ASC 606). The standard provides a unified model to determine how revenue is recognized. In doing so, the Company makes judgments including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price, and allocating the transaction price to each performance obligation. Revenues are recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under its agreements, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

 

As the Company’s performance obligations are services which are received and consumed by its customers as it performs such services, revenues are recognized over time proportionate to the days elapsed since the service commencement compared to the total days anticipated to complete the service. The minimum duration of services is less than one year for each of the Company’s current contracts.

 

The Company’s contract revenues consist of revenues from time charters, bareboat charters, voyage charters and pool revenues.

 

Revenues from time charters are accounted for as fixed rate operating leases with an embedded technical management service component and are recognized ratably over the rental periods of such charters. Bareboat charters are accounted for as operating leases and the associated revenue is recognized ratably over the rental periods of such charters.

 

Voyage charters contain a lease component if the contract (i) specifies a specific vessel asset; and (ii) has terms that allow the charterer to exercise substantive decision-making rights, which have an economic value to the charterer and therefore allow the charterer to direct how and for what purpose the vessel is used. Voyage charter revenues and expenses are recognized ratably over the estimated length of each voyage. For a voyage charter which contains a lease component, revenue and expenses are recognized based on a lease commencement-to-discharge basis and the lease commencement date is the latter of discharge of the previous cargo or voyage charter contract signing. For voyage charters that do not have a lease component, revenue and expenses are recognized based on a load-to-discharge basis. Accordingly, voyage expenses incurred during a vessel’s positioning voyage to a load port in order to serve a customer under a voyage charter not containing a lease are considered costs to fulfill a contract and are deferred and recognized ratably over the load-to-discharge portion of the contract.

 

Under voyage charters, expenses such as fuel, port charges, canal tolls, cargo handling operations and brokerage commissions are paid by the Company whereas, under time and bareboat charters, such voyage costs are paid by the Company’s customers.

 

For the Company’s vessels operating in pools, revenues and voyage expenses are pooled and allocated to each pool’s participants on a time charter equivalent (“TCE”) basis in accordance with an agreed-upon formula. Accordingly, the Company accounts for its agreements with commercial pools as variable rate operating leases with an embedded technical management service component. For the pools in which the Company participates, management monitors, among other things, the relative proportion of the Company’s vessels operating in each of the pools to the total number of vessels in each of the respective pools and assesses whether or not the Company’s participation interest in each of the pools is sufficiently significant so as to determine that the Company has effective control of the pool.

 

Demurrage earned during a voyage charter represents variable consideration. The Company estimates demurrage at contract inception using either the expected value or most likely amount approaches. Such estimate is reviewed and updated over the term of the voyage charter contract.

 

On January 1, 2019, the Company adopted the provisions of ASU 2016-02, Leases (ASC 842). This standard provides lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component if the non-lease components otherwise would be accounted for under ASC 606 and both of the following conditions are met: (1) the timing and pattern of transfer of the non-lease components and associated lease component are the same; and (2) the lease component, if accounted for separately, would be classified as an operating lease. If lease and non-lease components are aggregated under this practical expedient, a lessor would account for the combined component as follows: if the non-lease components associated with the lease component are the predominant component of the combined component, an entity is required to account for the combined component in accordance with ASC 606 as described above; otherwise, the entity must account for the combined component as an operating lease in accordance with ASC 842.

 

  8

 

 

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

The Company has elected the lessor practical expedient to aggregate non-lease components with the associated lease components and to account for the combined components as required by the practical expedient since its primary revenue streams described above meet the conditions required to adopt the practical expedient. Furthermore, the Company has performed a qualitative analysis of each of its primary revenue contract types to determine whether the lease component or the non-lease component is the predominant component of the contract. The Company concluded that the lease component is the predominant component for all of its primary revenue contract types as the lessee would ascribe more value to the control and use of the underlying vessel rather than to the technical services to operate the vessel which is an add-on service to the lessee. Accordingly, effective January 1, 2019, the Company’s primary revenue streams are accounted for as lease revenue under ASC 842, except for revenue from voyage charters that don’t meet the definition of a lease. Such contracts will continue to be accounted for as service revenue in accordance with the provisions of ASC 606.

 

Under ASC 842, lease revenue for fixed lease payments are recognized over the lease term on a straight-line basis and lease revenue for variable lease payments are recognized in the period in which the changes in facts and circumstances on which the variable lease payments are based occur. Initial direct costs are expensed over the lease term on the same basis as lease revenue.

 

See Note 14, “Revenue,” for additional disclosures on revenue recognition and the impact of adopting ASC 842 on January 1, 2019.

 

Leases The Company currently has two major categories of lease contracts under which the Company is a lessee – chartered-in vessels and leased office and other space. Chartered-in vessels include bareboat charters which have a lease component only and time charters which have both lease and non-lease components. The lease component relates to the cost to a lessee to control the use of the vessel and the non-lease components relate to the cost to the lessee for the lessor to operate the vessel (technical management service components). For time charters-in, the Company has separated non-lease components from lease component and scoped out non-lease components from the application of ASC 842. For leased office and other space, the Company has elected the ASC 842 practical expedient to account for the lease and non-lease components as a single lease component as it is not practical to separate the insignificant non-lease components from the associated lease components for these types of leases. Further, ASC 842 also allows lessees to elect as an accounting policy not to apply the provisions of ASC 842 to short term leases (i.e., leases with an original term of 12-months or less). Instead, a lessee may recognize the lease payments in profit or loss on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred. The accounting policy election for short-term leases is required to be made by class of underlying asset to which the right of use relates. The Company has elected not to apply ASC 842 to its portfolio of short-term leases existing on January 1, 2019 (see Note 15, “Leases,” for additional information with respect to the Company’s short-term leases).

 

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities, and long-term operating lease liabilities in the Company’s condensed consolidated balance sheets. The Company does not have finance leases. 

 

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The operating lease ROU asset also includes any prepaid lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 

As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company makes significant judgements and assumptions to estimate its incremental borrowing rate that a lessee would have to pay to borrow on a 100% collateralized basis over a term similar to the lease term and in an amount equal to the lease payments in a similar economic environment. The Company performs the following steps in estimating its incremental borrowing rate: (i) gather observable debt yields of the Company’s recently issued debt facilities; and (ii) make adjustments to the yields of the actual debt facilities to reflect changes in collateral level, terms, the risk-free interest rate, and credit ratings. In addition, the Company performs sensitivity analyses to evaluate the impact of selected discount rates on the estimated lease liability.

 

  9

 

 

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

The Company makes significant judgements and assumptions to separate lease component from non-lease components of time charters of tanker vessels. For purposes of determining the standalone selling price of the vessel lease and technical management service components of the Company’s time charters, the Company concluded that the residual approach would be the most appropriate method to use given that vessel lease rates are highly variable depending on shipping market conditions, the duration of such charters, and the age of the vessel. The Company believes that the standalone transaction price attributable to the technical management service component is more readily determinable than the price of the lease component and, accordingly, the price of the service component is estimated using observable data (such as fees charged by third-party technical managers) and the residual transaction price is attributed to the vessel lease component.

 

See discussion above under revenue and expense recognition for the Company’s accounting policy on revenues from leases. See Note 15, “Leases,” for additional disclosures on leases and the impact of adopting ASC 842 on January 1, 2019.

 

Recently Adopted Accounting Standards —In February 2016, the FASB issued ASU 2016-02, Leases (ASC 842), a standard that requires lessees to increase transparency and comparability among organizations by requiring the recognition of ROU assets and lease liabilities on the balance sheet. The requirements of this standard include a significant increase in required disclosures to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The FASB has issued several amendments and practical expedients to the standard, including clarifying guidance, transition relief on comparative reporting at adoption, the lessee practical expedient, which allows lessees, as an accounting policy election made by class of underlying asset, to choose not to separate non-lease components from lease components and instead combine the separate lease and non-lease components and account for them as a single lease components, the lessor practical expedient, which allows entities to choose to aggregate non-lease components with the associated lease components and to account for the combined components as required by the practical expedient, a practical expedient, which allows lessees to elect as an accounting policy not to apply the provisions of ASC 842 to short term leases, and codification improvements to clarify that lessees and lessors are exempt from a certain interim disclosure requirement associated with adopting the new leases standard. The new standard is effective for us beginning January 1, 2019 and we adopted the standard using the modified retrospective transition approach, which allows the Company to recognize a cumulative effect adjustment to the opening balance of accumulated deficit in the period of adoption rather than restate our comparative prior year periods. Based on our analysis, the cumulative effect adjustment to the opening balance of accumulated deficit is zero because (i) we do not have any unamortized initial direct costs as of January 1, 2019 that need to be written off; (ii) we do not have any deferred gain or loss from our previous sale and operating leaseback transactions that need to be recognized; and (iii) the timing and pattern of revenue recognition under our revenue contracts that have lease and non-lease components is the same and even if accounted for separately, the lease component of such contracts would be considered operating leases. We elected certain available practical expedients and implemented internal controls and key system functionality to enable the preparation of financial information on adoption. See Note 14, “Revenue” and Note 15, “Lease,” for further information and the impact of adopting ASC 842 on January 1, 2019.

 

In August 2018, the SEC issued a final rule that amends certain of its disclosure requirements. The amendments are intended to facilitate the disclosure of information to investors and simplify compliance without significantly changing the information provided to investors. The amendments require registrants to include a reconciliation of changes in stockholders’ equity in their interim financial statements. As a result, registrants will have to provide the reconciliation for both the year-to-date and quarterly periods as well as comparable periods in Form 10-Q, but only for the year-to-date periods in registration statements. While the amendments adopted in August 2018 are effective on November 5, 2018, the SEC staff issued a Compliance and Disclosure Interpretation (C&DI) that provides an extended transition period for companies to comply with the requirement to provide a reconciliation of changes in stockholders’ equity in their interim financial statements, allowing a registrant to not comply with that requirement until the Form 10-Q for the quarter that begins after November 5, 2018. Accordingly, the Company began providing the new interim reconciliations of shareholders’ equity required by the rule in the Form 10-Q for the three months ending March 31, 2019.

 

Recently Issued Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit losses (ASC 326), which amends the guidance on the impairment of financial instruments. The standard adds an impairment model known as the current expected credit loss (“CECL”) model that is based on expected losses rather than incurred losses. Under the new guidance, an entity is required to recognize as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. Unlike the incurred loss models under existing standards, the CECL model does not specify a threshold for the recognition of an impairment allowance. Rather, an entity will recognize its estimate of expected credit losses for financial assets as of the end of the reporting period. Credit impairment will be recognized as an allowance or contra-asset rather than as a direct write-down of the amortized cost basis of a financial asset. However, the carrying amount of a financial asset that is deemed uncollectible will be written off in a manner consistent with existing standards. In November 2018, the FASB issued ASU 2018-19, Financial Instruments – Credit losses (ASC 326), which clarifies that operating lease receivables are not within the scope of ASC 326 and should instead be accounted for under the new leasing standard, ASC 842. The standard will be effective for the first interim reporting period within annual periods beginning after December 15, 2019 and early adoption is permitted. We are in the process of evaluating financial assets on our balance sheet for potential credit losses under CECL model, including assessing changes that might be necessary to information technology systems, processes and internal controls to capture new data and address changes in financial reporting. Most of our voyage receivables are operating lease receivables which are out of the scope of ASC 326.

 

  10

 

 

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

In August 2018, the FASB issued ASU 2018-14, Defined Benefit Plans (ASC 715), which amends ASC 715 to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. ASU 2018-14 adds requirements for an entity to disclose the following: (1) the weighted average interest crediting rates used in the entity’s cash balance pension plans and other similar plans; (2) a narrative description of the reasons for significant gains and losses affecting the benefit obligation for the period; and (3) an explanation of any other significant changes in the benefit obligation or plan assets that are not otherwise apparent in the other disclosures required by ASC 715. Further, the ASU removes guidance that requires the following disclosures: (1) the amounts in accumulated other comprehensive income expected to be recognized as part of net periodic benefit cost over the next year; (2) information about plan assets to be returned to the entity, including amounts and expected timing; (3) information about benefits covered by related-party insurance and annuity contracts and significant transactions between the plan and related parties; and (4) effects of a one-percentage-point change in the assumed health care costs and the effect of this change in rates on service cost, interest cost, and the benefit obligation for postretirement health care benefits. The standard will be effective for the first interim reporting period within annual periods beginning after December 15, 2020 and early adoption is permitted. Management does not expect the adoption of this accounting standard to have a material impact on the Company’s consolidated financial statements.

 

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (ASC 820), which changes the fair value measurement disclosure requirements. The new disclosure requirements are: (1) changes in unrealized gains or losses included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period; and (2) the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The eliminated disclosure requirements are: (1) transfers between Level 1 and Level 2 of the fair value hierarchy; and (2) policies related to valuation processes and the timing of transfers between levels of the fair value hierarchy. Under ASU 2018-13, entities are no longer required to estimate and disclose the timing of liquidity events for investments measured at fair value. Instead, the requirement to disclose such events applies only when they have been communicated to the reporting entities by the investees or announced publicly. The standard will be effective for the first interim reporting period within annual periods beginning after December 15, 2019 and early adoption is permitted. Management does not expect the adoption of this accounting standard to have a material impact on the Company’s consolidated financial statements.

 

Note 3 — Earnings per Common Share:

 

Basic earnings per common share is computed by dividing earnings, after the deduction of dividends and undistributed earnings allocated to participating securities, by the weighted average number of common shares outstanding during the period.

 

The computation of diluted earnings per share assumes the issuance of common stock for all potentially dilutive stock options and restricted stock units not classified as participating securities. Participating securities are defined by ASC 260, Earnings Per Share, as unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents and are included in the computation of earnings per share pursuant to the two-class method.

 

Weighted average shares of unvested restricted common stock considered to be participating securities totaled 47,501 and 38,938 for the three months ended March 31, 2019 and 2018, respectively. Such participating securities are allocated a portion of income, but not losses under the two-class method. As of March 31, 2019, there were 122,765 shares of restricted stock units and 400,785 stock options outstanding and considered to be potentially dilutive securities.

The components of the calculation of basic earnings per share and diluted earnings per share are as follows:

 

   Three Months Ended 
   March 31, 
   2019   2018 
Net income/(loss)  $10,897   $(29,316)
           
Weighted average common shares outstanding:          
Basic   29,181,233    29,106,180 
Diluted   29,223,187    29,106,180 

 

  11

 

 

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Reconciliations of the numerator of the basic and diluted earnings per share computations are as follows:

 

   Three Months Ended 
   March 31, 
   2019   2018 
Net income/(loss) allocated to:          
Common Stockholders  $10,879   $(29,316)
Participating securities   18    - 
   $10,897   $(29,316)

 

For the three months ended March 31, 2019 and 2018 earnings per share calculations, there were 41,954 and 0 dilutive equity awards outstanding. Awards of 539,825 and 379,902 for the three months ended March 31, 2019 and 2018, respectively, were not included in the computation of diluted earnings per share because inclusion of these awards would be anti-dilutive.

 

Note 4 — Business and Segment Reporting:

 

The Company has two reportable segments: Crude Tankers and Product Carriers. The joint ventures with two floating storage and offloading service vessels are included in the Crude Tankers Segment. The joint venture with four LNG Carriers is included in Other. Adjusted income /(loss) from vessel operations for segment purposes is defined as (gain)/loss from vessel operations before general and administrative expenses, provision for credit losses, third-party debt modification fees, and income/(loss) on disposal of vessels and other property. The accounting policies followed by the reportable segments are the same as those followed in the preparation of the Company’s condensed consolidated financial statements.

 

Information about the Company’s reportable segments as of and for the three months ended March 31, 2019 and 2018 follows:

 

   Crude   Product         
   Tankers   Carriers   Other   Totals 
Three months ended March 31, 2019:                    
Shipping revenues  $80,385   $21,489   $-   $101,874 
Time charter equivalent revenues   72,586    21,443    -    94,029 
Depreciation and amortization   14,477    4,418    34    18,929 
Loss/(gain) on disposal of vessels and other property   17    (65)   -    (48)
Adjusted income/(loss) from vessel operations   23,362    4,058    (43)   27,377 
Equity in income of affiliated companies   4,770    -    3,300    8,070 
Investments in and advances to affiliated companies at March 31, 2019   139,832    12,703    114,983    267,518 
Adjusted total assets at March 31, 2019   1,306,866    326,696    114,983    1,748,545 
Expenditures for vessels and vessel improvements   2,955    7    -    2,962 
Payments for drydockings   4,231    207    -    4,438 
                     
Three months ended March 31, 2018:                    
Shipping revenues  $32,365   $19,613   $-   $51,978 
Time charter equivalent revenues   29,220    19,581    -    48,801 
Depreciation and amortization   12,873    4,718    33    17,624 
Loss/(gain) on disposal of vessels and other property   9,988    (3,415)   -    6,573 
Adjusted (loss)/income from vessel operations   (12,024)   (2,411)   331    (14,104)
Equity in income of affiliated companies   5,575    -    2,765    8,340 
Investments in and advances to affiliated companies at March 31, 2018   257,782    14,620    111,622    384,024 
Adjusted total assets at March 31, 2018   1,041,597    363,175    111,248    1,516,020 
Expenditures for vessels and vessel improvements   1,564    347    -    1,911 
Payments for drydockings   1,249    -    -    1,249 

 

  12

 

 

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Reconciliations of time charter equivalent (“TCE”) revenues of the segments to shipping revenues as reported in the condensed statements of operations follow:

 

   Three Months Ended 
   March 31, 
   2019   2018 
Time charter equivalent revenues  $94,029   $48,801 
Add: Voyage expenses   7,845    3,177 
Shipping revenues  $101,874   $51,978 

 

Consistent with general practice in the shipping industry, the Company uses time charter equivalent revenues, which represents shipping revenues less voyage expenses, as a measure to compare revenue generated from a voyage charter to revenue generated from a time charter. Time charter equivalent revenues, a non-GAAP measure, provides additional meaningful information in conjunction with shipping revenues, the most directly comparable GAAP measure, because it assists Company management in making decisions regarding the deployment and use of its vessels and in evaluating their financial performance.

 

Reconciliations of adjusted income/(loss) from vessel operations of the segments to income/(loss) before income taxes, as reported in the condensed consolidated statements of operations follow:

 

   Three Months Ended 
   March 31, 
   2019   2018 
Total adjusted income/(loss) from vessel operations of all segments  $27,377   $(14,104)
General and administrative expenses   (6,773)   (6,029)
Provision for credit losses   (1,298)   - 
Third-party debt modification fees   (30)   - 
Gain/(loss) on disposal of vessels and other property   48    (6,573)
Consolidated income/(loss) from vessel operations   19,324    (26,706)
Equity in income of affiliated companies   8,070    8,340 
Other income   1,036    679 
Interest expense   (17,533)   (11,621)
Income/(loss) before income taxes  $10,897   $(29,308)

 

Reconciliations of total assets of the segments to amounts included in the condensed consolidated balance sheets follow:

 

As of March 31,  2019   2018 
Total assets of all segments  $1,748,545   $1,516,020 
Corporate unrestricted cash and cash equivalents   79,537    53,472 
Restricted cash   57,618    37,714 
Other unallocated amounts   5,370    5,266 
Consolidated total assets  $1,891,070   $1,612,472 

 

  13

 

 

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Note 5 — Vessels:

 

Vessel Impairments

 

The Company gave consideration as to whether events or changes in circumstances had occurred since December 31, 2018 that could indicate that the carrying amounts of the vessels in the Company’s fleet may not be recoverable as of March 31, 2019 and concluded that no such events or changes in circumstances had occurred to warrant a change in the assumptions utilized in the December 31, 2018 impairment tests of the Company’s fleet.

 

Note 6 — Equity Method Investments:

 

Investments in affiliated companies include joint ventures accounted for using the equity method. As of March 31, 2019, the Company had an approximate 50% interest in three joint ventures. One joint venture operates four LNG carriers (the “LNG Joint Venture”). The other two joint ventures - TI Africa Limited (“TI Africa”) and TI Asia Limited (“TI Asia”) - operate two Floating Storage and Offloading Service vessels that were converted from two ULCCs (collectively the “FSO Joint Venture”).

 

Investments in and advances to affiliated companies as reflected in the accompanying condensed consolidated balance sheet as of March 31, 2019 consisted of: FSO Joint Venture of $133,824, LNG Joint Venture of $114,983 and Other of $18,711 which primarily relates to working capital deposits that the Company maintains for commercial pools in which it participates.

 

As of March 31, 2019 and December 31, 2018, the maximum aggregate potential amount of future principal payments (undiscounted) relating to equity method investees secured bank debt and interest rate swap obligations that INSW could be required to make was $88,133 and $93,548, respectively, and the carrying value of the Company’s guaranty in the accompanying condensed consolidated balance sheets was $553 and $673, respectively.

 

A condensed summary of the results of operations of the joint ventures follows:

 

   Three Months Ended 
   March 31, 
   2019   2018 
Shipping revenues  $52,315   $52,787 
Ship operating expenses   (26,369)   (28,292)
Income from vessel operations   25,946    24,495 
Other income   428    312 
Interest expense   (10,276)   (8,380)
Income tax provision   (855)   (996)
Net income  $15,243   $15,431 

 

Note 7 — Variable Interest Entities (“VIEs”):

 

As of March 31, 2019, the Company participates in six commercial pools and three joint ventures. One of the pools and the two FSO joint ventures were determined to be VIEs. The Company is not considered a primary beneficiary of either the pool or the joint ventures.

 

The following table presents the carrying amounts of assets and liabilities in the condensed consolidated balance sheet related to the VIEs as of March 31, 2019:

 

  14

 

 

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

   Condensed
Consolidated Balance Sheet
 
Investments in Affiliated Companies  $136,577 

 

In accordance with accounting guidance, the Company evaluated its maximum exposure to loss related to these VIEs by assuming a complete loss of the Company’s investment in these VIEs. The table below compares the Company’s liability in the condensed consolidated balance sheet to the maximum exposure to loss at March 31, 2019:

 

   Condensed
Consolidated Balance Sheet
   Maximum Exposure to
Loss
 
Other Liabilities  $553   $224,711 

 

In addition, as of March 31, 2019, the Company had approximately $13,298 of trade receivables from the pool that was determined to be a VIE. These trade receivables, which are included in voyage receivables in the accompanying condensed consolidated balance sheet, have been excluded from the above tables and the calculation of INSW’s maximum exposure to loss. The Company does not record the maximum exposure to loss as a liability because it does not believe that such a loss is probable of occurring as of March 31, 2019.

 

Note 8 — Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures:

 

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

 

Cash and cash equivalents and restricted cash— The carrying amounts reported in the consolidated balance sheets for interest-bearing deposits approximate their fair value.

 

Debt— The fair value of borrowings under the 2017 Term Loan Facility and the 8.50% Senior Notes is estimated based on quoted market prices. The carrying amount of the borrowings under Sinosure Credit Facility and the ABN Term Loan Facility approximates the fair value. The fair value of borrowing under the 10.75% Subordinated Notes is estimated using contractual cash flows discounted at the market yield as of March 31, 2019 for a debt instrument with a credit rating similar to that of the Company.

 

Interest rate swaps and caps— The fair values of interest rate swaps and caps are the estimated amounts that the Company would receive or pay to terminate the swaps or caps at the reporting date, which include adjustments for the counterparty’s or the Company’s credit risk, as appropriate, after taking into consideration any underlying collateral securing the swap or cap agreements. For interest rate caps and swaps, fair values are derived using valuation models that utilize the income valuation approach. These valuation models take into account contract terms such as maturity, as well as other inputs such as interest rate yield curves and creditworthiness of the counterparty.

 

ASC 820, Fair Value Measurements and Disclosures, relating to fair value measurements defines fair value and establishes a framework for measuring fair value. The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market data obtained from sources independent of the reporting entity and the reporting entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price. In addition, the fair value of assets and liabilities should include consideration of non-performance risk, which for the liabilities described below includes the Company's own credit risk.

 

The levels of the fair value hierarchy established by ASC 820 are as follows:

 

Level 1- Quoted prices in active markets for identical assets or liabilities

Level 2- Quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3- Inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

 

The estimated fair values of the Company’s financial instruments, other than derivatives that are not measured at fair value on a recurring basis, categorized based upon the fair value hierarchy, are as follows:

 

  15

 

 

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

   Fair Value   Level 1   Level 2 
March 31, 2019:               
Cash and cash equivalents (1)  $137,155   $137,155   $- 
2017 Term Loan Facility   (469,599)   -    (469,599)
ABN Term Loan Facility   (25,856)   -    (25,856)
Sinosure Credit Facility   (287,390)   -    (287,390)
8.5% Senior Notes   (24,900)   (24,900)   - 
10.75% Subordinated Notes   (30,707)   -    (30,707)
                
December 31, 2018:               
Cash and cash equivalents (1)  $117,644   $117,644   $- 
2017 Term Loan Facility   (459,731)   -    (459,731)
ABN Term Loan Facility   (26,724)   -    (26,724)
Sinosure Credit Facility   (293,284)   -    (293,284)
8.5% Senior Notes   (22,960)   (22,960)   - 
10.75% Subordinated Notes   (29,094)   -    (29,094)

 

(1) Includes non-current restricted cash of $57,618 and $59,331 at March 31, 2019 and December 31, 2018, respectively.

 

Derivatives

 

The Company manages its exposure to interest rate volatility risk by using derivative instruments.

 

Interest Rate Risk

 

The Company uses interest rate caps and swaps for the management of interest rate risk exposure associated with changes in LIBOR interest rate payments due on its credit facilities. INSW is party to an interest rate cap agreement (“Interest Rate Cap”) with a major financial institution covering a notional amount of $350,000 to limit the floating interest rate exposure associated with the 2017 Term Loan Facility. The Interest Rate Cap agreement is designated and qualified as a cash flow hedge and contains no leverage features. The Interest Rate Cap has a cap rate of 2.605% through the termination date of December 31, 2020. The Company is also party to a floating-to-fixed interest rate swap agreement (“Interest Rate Swap”) with a major financial institution covering the entire variable interest rate borrowings outstanding under the Sinosure Credit Facility that effectively converts the Company’s interest rate exposure under the Sinosure Credit Facility from a floating rate based on 3-month LIBOR to a fixed LIBOR rate of 2.99% through the termination date of March 21, 2022. The Interest Rate Swap agreement is designated and qualified as a cash flow hedge and contains no leverage features.

 

The Company has elected to apply hedge accounting and designated its interest rate cap and interest rate swap as cash flow hedges.

 

Tabular disclosure of derivatives location

 

Derivatives are recorded on a net basis by counterparty when a legal right of offset exists. The following table presents information with respect to the fair values of derivatives reflected in the March 31, 2019 and December 31, 2018 balance sheets on a gross basis by transaction:

 

  16

 

 

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

   Asset Derivatives  Liability Derivatives
   Balance Sheet      Balance Sheet    
   Location  Amount   Location  Amount 
March 31, 2019:                
Derivatives designated as hedging instruments:                
Interest rate cap:                
Current portion  Current portion of derivative asset  $151   Current portion of derivative liability  $- 
Long-term portion  Long-term derivative asset   104   Long-term derivative liability   - 
                 
Interest rate swaps:                
Current portion  Current portion of derivative asset   -   Current portion of derivative liability   (1,188)
Long-term portion  Long-term derivative asset   -   Long-term derivative liability   (2,862)
Total derivatives designated as hedging instruments     $255      $(4,050)
                 
December 31, 2018:                
Derivatives designated as hedging instruments:                
Interest rate cap:                
Current portion  Current portion of derivative asset  $460   Current portion of derivative liability  $- 
Long-term portion  Long-term derivative asset   704   Long-term derivative liability   - 
                 
Interest rate swaps:                
Current portion  Current portion of derivative asset   -   Current portion of derivative liability   (707)
Long-term portion  Long-term derivative asset   -   Long-term derivative liability   (1,922)
Total derivatives designated as hedging instruments     $1,164      $(2,629)

 

The following tables present information with respect to gains and losses on derivative positions reflected in the condensed consolidated statements of operations or in the condensed consolidated statements of comprehensive income/(loss).

 

The effect of cash flow hedging relationships recognized in other comprehensive (loss)/income excluding amounts reclassified from accumulated other comprehensive loss, including hedges of equity method investees, for the three months ended March 31, 2019 and 2018 follows:

 

   Three Months Ended 
   March 31, 
   2019   2018 
Interest rate swaps  $(4,091)  $3,854 
Interest rate cap   (908)   1,012 
Total other comprehensive (loss)/income  $(4,999)  $4,866 

 

The effect of cash flow hedging relationships on the condensed consolidated statement of operations is presented excluding hedges of equity method investees. The effect of the Company’s cash flow hedging relationships on the condensed consolidated statement of operations for the three months ended March 31, 2019 and 2018 follows:

 

   Three Months Ended 
   March 31, 
   2019   2018 
Interest rate swaps  $140   $- 
Interest rate cap   41    - 
Total interest expense  $181   $- 

 

See Note 13, “Accumulated Other Comprehensive Loss,” for disclosures relating to the impact of derivative instruments on accumulated other comprehensive loss.

 

  17

 

 

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Fair Value Hierarchy

 

The following table presents the fair values, which are pre-tax, for assets and liabilities measured on a recurring basis (excluding investments in affiliated companies):

 

   Fair Value   Level 1   Level 2 
Assets/(Liabilities) at March 31, 2019:               
Derivative Assets (interest rate cap)  $255   $-   $255(1)
Derivative Liabilities (interest rate swaps)   (4,050)   -    (4,050)(1)
                
Assets/(Liabilities) at December 31, 2018:               
Derivative Assets (interest rate cap)  $1,164   $-   $1,164(1)
Derivative Liabilities (interest rate swaps)   (2,629)   -    (2,629)(1)

 

(1)For interest rate caps and swaps, fair values are derived using valuation models that utilize the income valuation approach. These valuation models take into account contract terms such as maturity, as well as other inputs such as interest rate yield curves and creditworthiness of the counterparty and the Company.

 

Note 9 — Debt:

 

Debt consists of the following:

 

   March 31,   December 31, 
   2019   2018 
2017 Term Loan Facility, due 2022, net of unamortized discount and deferred finance costs of $18,672 and $20,032  $445,703   $444,344 
ABN Term Loan Facility, due 2023, net of unamortized deferred finance costs of $785 and $845   25,071    25,879 
Sinosure Credit Facility, due 2027 - 2028, net of unamortized deferred finance costs of $2,563 and $2,664   284,827    290,620 
8.5% Senior Notes, due 2023, net of unamortized deferred finance costs of $1,339 and $1,402   23,661    23,598 
10.75% Subordinated Notes, due 2023, net of unamortized deferred finance costs of $1,558 and $1,705   26,373    26,226 
    805,635    810,667 
Less current portion   (57,680)   (51,555)
Long-term portion  $747,955   $759,112 

 

Capitalized terms used hereafter have the meaning given in these condensed consolidated financial statements or in the respective transaction documents referred to below, including subsequent amendments thereto.

 

Mandatory Annual Prepayments

 

The 2017 Term Loan Facility amortizes in quarterly installments equal to 1.25% of the original principal amount of $550,000 reduced by the $60,000 prepayment the Company made in 2018. The 2017 Term Loan Facility is also subject to additional mandatory annual prepayments in an aggregate principal amount of 75% of Excess Cash Flow, as defined in the credit agreement.

 

  18

 

 

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Management estimated that it will have no Excess Cash Flow under the 2017 Term Loan Facility for the year ended December 31, 2019 based on the actual results of the three months ended March 31, 2019 and the projection for the remainder of 2019. Accordingly, there is currently no mandatory prepayment expected during the first quarter of 2020.

 

Debt Covenants

 

2017 Debt Facilities

 

As set forth in the 2017 Debt Facilities credit agreement, the 2017 Debt Facilities contain certain restrictions relating to new borrowings and INSW’s ability to receive cash dividends, loans or advances from ISOC and its subsidiaries that are Restricted Subsidiaries. As of March 31, 2019, permitted cash dividends that can be distributed to INSW by ISOC under the 2017 Term Loan Facility was $12,339.

 

The 2017 Debt Facilities have covenants to maintain the aggregate Fair Market Value (as defined in the credit agreement) of the Collateral Vessels at greater than or equal to $300,000 at the end of each fiscal quarter and to ensure that at any time, the outstanding principal amounts of the 2017 Debt Facilities and certain other secured indebtedness permitted under credit agreement minus the amount of unrestricted cash and cash equivalents does not exceed 65% of the aggregate Fair Market Value of the Collateral Vessels (as defined in the 2017 Debt Facilities) plus the aggregate Fair Market Value of certain joint venture equity interests and Gener8 Maritime Subsidiary VII, Inc. The Company had substantial headroom under this covenant as of March 31, 2019, with an estimated ratio of 39%.

 

Sinosure Credit Facility

 

Under the Sinosure Credit Facility, the Obligors (as defined in the Sinosure Credit Facility) are required to comply with various collateral maintenance and financial covenants, including with respect to:

 

(i)minimum security coverage, which shall not be less than 135% of the aggregate loan principal outstanding under the Sinosure Credit Facility. Any non-compliance with the minimum security coverage shall not constitute an event of default so long as within thirty days of such non-compliance, Gener8 Maritime Subsidiary VII, Inc. has either provided additional collateral or prepaid a portion of the outstanding loan balance to cure such non-compliance;
(ii)maximum consolidated leverage ratio, which shall not be greater than 0.60 to 1.00 on any testing date occurring on or after June 30, 2018;
(iii)minimum consolidated liquidity, under which unrestricted consolidated cash and cash equivalents shall be no less than $25,000 at any time and total consolidated cash and cash equivalents (including cash restricted under the Sinosure Credit Facility) shall not be less than the greater of $50,000 or 5.0% of Total Indebtedness (as defined in the Sinosure Credit Facility) or $9,000 (i.e., $1,500 per each VLCC securing the Sinosure Credit Facility); and
(iv)interest expense coverage ratio, which for Seaways Holding Corporation, shall not be less than 2.00 to 1.00 during the period commencing on July 1, 2018 through June 30, 2019 and will be calculated on a trailing six, nine and twelve-month basis from December 31, 2018, March 31, 2019 and June 30, 2019, respectively. For the Company, the interest expense coverage ratio shall not be less than 2.25 to 1.00 for the period commencing on July 1, 2019 through June 30, 2020 and no less than 2.50 to 1.00 for the period commencing on July 1, 2020 and thereafter and shall be calculated on a trailing twelve-month basis. No event of default under this covenant will occur if the failure to comply is capable of remedy and is remedied within thirty days of the Facility Agent giving notice to the Company or (if earlier) any Obligor becoming aware of the failure to comply, and (i) if such action is being taken with respect to a Test Date falling on or prior to December 31, 2020, then such remedy shall be in the form of cash and cash equivalents being (or having been) deposited by Seaways Holding Corporation to a restricted Minimum Liquidity Account within the thirty day period mentioned above in the manner and in the amounts required to remedy such breach as tested at the Seaways Holding Corporation level and (ii) if such action is being taken with respect to a Test Date falling on or after January 1, 2021, then any such remedy and the form of the same shall be considered and determined by the lenders under the Sinosure Credit Facility in their absolute discretion.

 

The Sinosure Credit Facility also requires the Company to comply with a number of covenants, including the delivery of quarterly and annual financial statements, budgets and annual projections; maintaining required insurances; compliance with laws (including environmental); compliance with the Employee Retirement Income Security Act of 1974 (“ERISA”); maintenance of flag and class of the collateral vessels; restrictions on consolidations, mergers or sales of assets; limitations on liens; limitations on issuance of certain equity interests; limitations on transactions with affiliates; and other customary covenants and related provisions.

 

  19

 

 

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

ABN Term Loan Facility

 

The ABN Term Loan Facility requires Seaways Shipping Corporation to maintain a minimum unrestricted cash balance of $825 per vessel and a balance of $2,500 and up to $2,100 in a debt service reserve accounts and a dry dock reserve account, respectively, and provides for a restriction on dividends unless minimum unrestricted cash levels are maintained and Seaways Shipping Corporation is in compliance with its covenants. The ABN Term Loan Facility also has a vessel value maintenance clause that requires the Company to ensure that the fair market value of the Seaways Raffles is at all times not less than 150% of the outstanding principal amount of the loan.

 

The ABN Term Loan Facility also requires the Company to comply with a number of covenants, including the delivery of quarterly and annual financial statements, budgets and annual projections; maintaining required insurances; compliance with laws (including environmental); compliance with ERISA; maintenance of flag and class of the Seaways Raffles; restrictions on consolidations, mergers or sales of assets; limitations on liens; limitations on issuance of certain equity interests; limitations on the payment of dividends or other distributions; limitations on transactions with affiliates; and other customary covenants and related provisions.

 

The ABN Term Loan Facility also requires that the loan agreement be amended as soon as reasonably practical following the effective date of the loan to incorporate financial covenants (other than the vessel value maintenance covenant) included in other loan facilities or agreements evidencing indebtedness (with principal balances in excess of $50,000) to which the Company becomes a party, that are deemed to be materially more advantageous to the lenders under such agreements than those currently required by the ABN Term Loan Facility. The Company expects to execute such an amendment during the second quarter of 2019.

 

8.5% Senior Notes

 

The Indenture contains certain restrictive covenants, including covenants that, subject to certain exceptions and qualifications, restrict our ability to make certain payments if a default under the Indenture has occurred and is continuing or will result therefrom and require us to limit the amount of debt we incur, maintain a certain minimum net worth and provide certain reports. The Indenture also provides for certain customary events of default (subject, in certain cases, to receipt of notice of default and/or customary grace or cure periods).

 

Pursuant to the limitation on borrowings covenant, the Company shall not permit Total Borrowings (as defined in the Indenture) to equal or exceed 70% of Total Assets (as defined in the Indenture). The Company shall also ensure that Net Worth (defined as Total Assets, less Intangible assets and Total Borrowings, as defined in the Indenture) exceeds $600,000 pursuant to the Minimum Net Worth covenant.

 

10.75% Subordinated Notes

 

The Subordinated Notes Indenture contains covenants requiring the Company to maintain a minimum net worth similar to that required by the 8.5% Senior Notes. The Subordinated Notes Indenture also contains covenants restricting the ability of the Company and its subsidiaries to incur additional indebtedness, sell assets, incur liens, amend the 2017 Debt Facilities, enter into sale and leaseback transactions and enter into certain extraordinary transactions. In addition, the Subordinated Notes Indenture prohibits the Company from paying any dividends unless certain financial and other conditions are satisfied. The Subordinated Notes Indenture also contains events of default consistent with those under the 2017 Debt Facilities.

 

The Company was in compliance with the financial covenants under all of its debt facilities as of March 31, 2019.

 

Interest Expense

 

Total interest expense, including amortization of issuance and deferred financing costs (for additional information related to deferred financing costs see Note 2, “Significant Accounting Policies”), commitment, administrative and other fees for all of the Company’s debt facilities for the three months ended March 31, 2019 and 2018 was $17,226 and $11,361, respectively. Interest paid for the Company’s debt facilities for the three months ended March 31, 2019 and 2018 was $11,172 and $9,958, respectively.

 

  20

 

 

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Note 10 — Taxes:

 

The Company derives substantially all of its gross income from the use and operation of vessels in international commerce. The Company’s entities that own and operate vessels are primarily domiciled in the Marshall Islands, which do not impose income tax on shipping operations. The Company also has or had subsidiaries in various jurisdictions that perform administrative, commercial or technical management functions. These subsidiaries are subject to income tax based on the services performed in countries in which their offices are located; current and deferred income taxes are recorded accordingly.

A substantial portion of income earned by the Company is not subject to income tax. With respect to subsidiaries not subject to income tax in their respective countries of incorporation, no deferred taxes are provided for the temporary differences in the bases of the underlying assets and liabilities for tax and accounting purposes.

 

As of March 31, 2019, the Company believes it will qualify for an exemption from U.S. federal income taxes under Section 883 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and U.S. Treasury Department regulations for 2019, so long as less than 50 percent of the total value of the Company’s stock is held by one or more shareholders who own 5% or more of the Company’s stock for more than half of the days of 2019.

 

The Marshall Islands impose tonnage taxes, which are assessed on the tonnage of certain of the Company’s vessels. These tonnage taxes are included in vessel expenses in the accompanying condensed consolidated statements of operations.

 

Note 11 — Related Parties:

 

Amounts payable to the Company’s former parent, Overseas Shipholding Group, Inc. (“OSG”), included in accounts payable, accrued expenses and other current liabilities in the condensed consolidated balance sheets, aggregate to $36 and $34 as of March 31, 2019 and December 31, 2018, respectively, and are related to a guarantee provided by OSG as described below.

 

The FSO Joint Venture is a party to a number of contracts: (a) the FSO Joint Venture is an obligor pursuant to a guarantee facility agreement dated as of July 14, 2017, by and among, the FSO Joint Venture, ING Belgium NV/SA, as issuing bank, and Euronav and INSW, as guarantors (the ‘‘Guarantee Facility’’); (b) the FSO Joint Venture is party to two service contracts with NOC (the ‘‘NOC Service Contracts’’) and (c) the FSO Joint Venture is a borrower under a $220,000 secured credit facility by and among TI Africa and TI Asia, as joint and several borrowers, ABN AMRO Bank N.V. and ING Belgium SA/NV, as Lenders, Mandated Lead Arrangers and Swap Banks, and ING Bank N.V., as Agent and as Security Trustee. INSW severally guarantees the obligations of the FSO Joint Venture pursuant to the Guarantee Facility.

 

The FSO Joint Venture drew down on a $220,000 credit facility in April 2018. The Company provided a guarantee for the $110,000 FSO Term Loan portion of the facility, which amortizes over the remaining terms of the NOC Service Contracts, which expire in July 2022 and September 2022. INSW’s guarantee of the FSO Term Loan has financial covenants that provide (i) INSW’s Liquid Assets shall not be less than the higher of $50,000 and 5% of Total Indebtedness of INSW, (ii) INSW shall have Cash of at least $30,000 and (iii) INSW is in compliance with the Loan to Value Test (as such capitalized terms are defined in the Company guarantee or in the case of the Loan to Value Test, as defined in the credit agreement underlying the Company’s 2017 Debt Facilities (see Note 9, “Debt”). As of March 31, 2019, and December 31, 2018, the maximum aggregate potential amount of future payments (undiscounted) that INSW could be required to make in relation to its equity method investees secured bank debt and interest rate swap obligations was $88,133 and $93,548, respectively, and the carrying value of the Company’s guaranty in the accompanying condensed consolidated balance sheets was $553 and $673, respectively.

 

INSW maintains a guarantee in favor of Qatar Liquefied Gas Company Limited (2) (‘‘LNG Charterer’’) relating to certain LNG Tanker Time Charter Party Agreements with the LNG Charterer and each of Overseas LNG H1 Corporation, Overseas LNG H2 Corporation, Overseas LNG S1 Corporation and Overseas LNG S2 Corporation (such agreements, the ‘‘LNG Charter Party Agreements,’’ and such guarantee, the ‘‘LNG Performance Guarantee’’). INSW will pay QGTC an annual fee of $100 until such time that QGTC ceases to provide a guarantee in favor of the LNG charterer relating to performance under the LNG Charter Party Agreements.

 

OSG continues to provide a guarantee in favor of the LNG Charterer relating to the LNG Charter Party Agreements (such guarantees, the ‘‘OSG LNG Performance Guarantee’’). INSW will indemnify OSG for liabilities arising from the OSG LNG Performance Guarantee pursuant to the terms of the Separation and Distribution Agreement. In connection with the OSG LNG Performance Guarantee, INSW will pay an annual fee of $145 to OSG for 2019. Such fee is subject to termination if OSG ceases to provide the OSG LNG Performance Guarantee.

 

  21

 

 

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Note 12 — Capital Stock and Stock Compensation:

 

The Company accounts for stock-based compensation expense in accordance with the fair value method required by ASC 718, Compensation – Stock Compensation. Such fair value method requires share-based payment transactions to be measured according to the fair value of the equity instruments issued.

 

Management Compensation - Restricted Stock Units and Stock Options

 

There were no stock-based compensation awards granted during the three months ended March 31, 2019.

 

Share Repurchases

 

In connection with the settlement of vested restricted stock units, the Company repurchased 8,746 and 15,746 shares of common stock during the three months ended March 31, 2019 and 2018, respectively, at an average cost of $17.13 and $17.66, respectively, per share (based on the market prices on the dates of vesting) from certain members of management to cover withholding taxes. During April 2019, an additional 5,972 shares of common stock were repurchased from certain employees and members of management at an average cost of $17.14 per share in relation to restricted stock units that vested in March 2019.

 

On March 5, 2019, the Company’s Board of Directors approved a resolution reauthorizing the Company’s $30,000 stock repurchase program for another 24-month period ending March 5, 2021, on the open market or otherwise, in such quantities, at such prices, in such manner and on such terms and conditions as management determines is in the best interests of the Company. Shares owned by employees, directors and other affiliates of the Company will not be eligible for repurchase under this program without further authorization from the Board. No shares were acquired under repurchase programs during the three months ended March 31, 2019 and 2018.

 

Note 13 — Accumulated Other Comprehensive Loss:

 

The components of accumulated other comprehensive loss, net of related taxes, in the condensed consolidated balance sheets follow:

 

   March 31,   December 31, 
   2019   2018 
Unrealized losses on derivative instruments  $(24,698)  $(21,520)
Items not yet recognized as a component of net periodic benefit cost (pension plans)   (8,608)   (8,409)
   $(33,306)  $(29,929)

 

The changes in the balances of each component of accumulated other comprehensive loss, net of related taxes, during the three months ended March 31, 2019 and 2018 follow:

 

   Unrealized
losses on cash
flow hedges
   Items not yet
recognized as a
component of net
periodic benefit cost
(pension plans)
   Total 
             
Balance as of December 31, 2018  $(21,520)  $(8,409)  $(29,929)
Current period change, excluding amounts reclassified from accumulated other comprehensive loss   (4,999)   (199)   (5,198)
Amounts reclassified from accumulated other comprehensive loss   1,821    -    1,821 
Total change in accumulated other comprehensive loss   (3,178)   (199)   (3,377)
Balance as of March 31, 2019  $(24,698)  $(8,608)  $(33,306)
                
Balance as of December 31, 2017  $(28,989)  $(11,418)  $(40,407)
Current period change, excluding amounts reclassified from accumulated other comprehensive loss   4,866    (429)   4,437 
Amounts reclassified from accumulated other comprehensive loss   2,604    -    2,604 
Total change in accumulated other comprehensive loss   7,470    (429)   7,041 
Balance as of March 31, 2018  $(21,519)  $(11,847)  $(33,366)

 

  22

 

 

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Amounts reclassified out of each component of accumulated other comprehensive loss follow:

 

   Three Months Ended      
   March 31,      
Accumulated Other Comprehensive Loss Component  2019   2018   Statement of Operations
Line Item
 
              
Unrealized losses on cash flow hedges:               
Interest rate swaps entered into by the Company's equity method joint venture investees  $1,640   $2,604   Equity in income of affiliated companies  
                
Interest rate swaps entered into by the Company's subsidiaries   140    -   Interest expense  
                
Interest rate caps entered into by the Company's subsidiaries   41    -   Interest expense  
   $1,821   $2,604   Total before and after tax  

 

At March 31, 2019, the Company expects that it will reclassify $7,684 (gross and net of tax) of net losses on derivative instruments from accumulated other comprehensive loss to earnings during the next twelve months due to the payment of variable rate interest associated with floating rate debt of INSW’s equity method investees and the interest rate cap and swaps held by the Company.

 

See Note 8, “Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures,” for additional disclosures relating to derivative instruments.

 

Note 14 — Revenue:

 

The adoption of ASC 842 had no impact on shipping revenues for the three months ended March 31, 2019 as the timing and pattern of revenue recognition under our revenue contracts that have lease and non-lease components is the same even when accounted for separately under ASC 842 and ASC 606, respectively.

 

Revenue Recognition

 

The majority of the Company’s contracts for pool revenues, time and bareboat charter revenues, and voyage charter revenues are accounted for as lease revenue under ASC 842. The Company’s contracts with pools are cancellable with up to 90 days’ notice. As of March 31, 2019, five of the Company’s vessels are operating under six-month time charter contracts to customers with expiry dates ranging from June 2019 to July 2019. The Company’s contracts with customers for voyage charters are short term and vary in length based upon the duration of each voyage. Lease revenue for non-variable lease payments are recognized over the lease term on a straight-line basis and lease revenue for variable lease payments are recognized in the period in which the changes in facts and circumstances on which the variable lease payments are based occur. See Note 2, “Significant Accounting Policies,” for additional detail on the Company’s accounting policies regarding revenue recognition for leases.

 

  23

 

 

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Lightering services provided by the Company’s Crude Tanker Lightering Business and voyage charter contracts that do not meet the definition of lease are accounted for as service revenues under ASC 606. In accordance with ASC 606, revenue is recognized when a customer obtains control of or consumes promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. See Note 2, “Significant Accounting Policies,” for additional detail on the Company’s accounting policies regarding service revenue recognition and costs to obtain or fulfill a contract.

 

The following table presents the Company’s revenues from leases accounted for under ASC 842 and revenues from services accounted for under ASC 606 for the three months ended March 31, 2019 and 2018:

 

   Crude   Product         
   Tankers   Carriers   Other   Totals 
Three months ended March 31, 2019:                    
Revenues from leases                    
Pool revenues  $46,172   $21,465   $-   $67,637 
Time and bareboat charter revenues   5,520    -    -    5,520 
Voyage charter revenues   7,620    24    -    7,644 
                     
Revenues from services                    
Voyage charter revenues                    
Lightering services   21,073    -    -    21,073 
Total shipping revenues  $80,385   $21,489   $-   $101,874 
                     
Three months ended March 31, 2018:                    
Revenues from leases                    
Pool revenues  $16,400   $19,114   $-   $35,514 
Time and bareboat charter revenues   7,418    495    -    7,913 
Voyage charter revenues   3,448    4    -    3,452 
                     
Revenues from services                    
Voyage charter revenues                    
Lightering services   5,099    -    -    5,099 
Total shipping revenues  $32,365   $19,613   $-   $51,978 

 

Contract Balances

 

The following table provides information about receivables, contract assets and contract liabilities from contracts with customers, and significant changes in contract assets and liabilities balances, associated with revenue from services accounted for under ASC 606. Balances related to revenues from leases accounted for under ASC 842 are excluded from the table below.

 

   Voyage receivables
- Billed receivables
   Contract assets
(Unbilled voyage
receivables)
   Contract liabilities
(Deferred revenues
and off hires)
 
             
Opening balance as of January 1, 2019  $6,632   $1,931   $- 
Closing balance as of March 31, 2019   8,870    3,336    - 
                
Revenue recognized in the period from:               
Amounts included in contract liability at the beginning of the period  $-   $-   $- 

 

  24

 

 

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

We receive payments from customers based on the distribution schedule established in our contracts. Contract assets relate to our conditional right to consideration for our completed performance under contracts and decrease when the right to consideration becomes unconditional or payments are received. Contract liabilities include payments received in advance of performance under contracts and are recognized when performance under the respective contract has been completed. Deferred revenues allocated to unsatisfied performance obligations will be recognized over time as the services are performed.

 

Performance Obligations

 

All of the Company's performance obligations, and associated revenue, are generally transferred to customers over time. The expected duration of services is less than one year. Reductions in revenues from performance obligations satisfied in previous periods recognized during the three months ended March 31, 2019 and 2018 were $483 and $41, respectively. These reductions to revenue were related to changes in estimates of performance obligations related to voyage charters.

 

Costs to Obtain or Fulfill a Contract

 

As of March 31, 2019, there were no unamortized deferred costs of obtaining or fulfilling a contract.

 

Note 15 — Leases:

 

The adoption of ASC 842 had a material impact in our condensed consolidated balance sheet due to the recognition of ROU assets and corresponding operating lease liabilities as disclosed below but did not have an impact in our lease expenses as disclosed below for the three months ended March 31, 2019. Certain amounts recorded for prepaid charter hire expenses associated with historical operating leases were reclassified to the newly captioned Operating lease right-of-use asset in the condensed consolidated balance sheet as of March 31, 2019. The expense for leases under the ASC 842 will continue to be classified in their historical statements of operations captions (primarily in Charter hire expenses, General and administrative, Voyage expenses, and Vessel expenses).

 

As permitted under ASC 842, the Company has elected not to apply the provisions of ASC 842 to short term leases, which include: (i) tanker vessels chartered-in where the duration of the charter was one year or less at inception; (ii) workboats employed in the Crude Tankers Lightering business which are cancellable upon 180 days’ notice; and (iii) short term leases of office and other space.

 

Contracts under which the Company is a Lessee

 

The Company currently has two major categories of leases – chartered-in vessels and leased office and other space. The expenses recognized during the three months ended March 31, 2019 for the lease component of these leases are as follows:

 

      Three Months Ended 
   Statement of Operations Line Item  March 31, 2019 
Operating lease cost        
Vessel assets  Charter hire expenses  $3,657 
         
Office and other space  General and administrative   249 
   Voyage expenses   42 
         
Short-term lease cost        
Vessel assets (1)  Charter hire expenses   2,227 
         
Office and other space  General and administrative   29 
   Voyage expenses   26 
   Vessel expenses   5 
Total lease cost     $6,235 

 

(1)Excludes vessels spot chartered-in under operating leases and employed in the Crude Tankers Lightering business for periods of less than one month each, totaling $6,628, including both lease and non-lease components.

 

  25

 

 

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Supplemental cash flow information related to leases was as follows:

 

   Three Months Ended 
   March 31, 2019 
      
Cash paid for amounts included in the measurement of lease liabilities Operating cash flows used for operating leases  $3,873 

 

Supplemental balance sheet information related to leases was as follows:

 

   March 31, 2019 
Operating lease right-of-use assets  $30,570 
      
Current portion of operating lease liabilities  $(8,348)
Long-term operating lease liabilities   (19,512)
Total operating lease liabilities  $(27,860)
      
Weighted average remaining lease term - operating leases   4.39 years 
Weighted average discount rate - operating leases   7.36%

 

1. Charters-in of vessel assets:

 

As of March 31, 2019, INSW had commitments to charter in four MR and two Aframax vessels. All of the charters-in, of which the two Aframaxes are bareboat charters with expiry dates ranging from December 2023 to March 2024 and the four MRs are time charters with expiry dates ranging from June 2019 to July 2019, are accounted for as operating leases. The Company’s time charters contain renewal options to extend the leases for 12 to 18 months. The Company’s bareboat charters contain purchase options commencing in the first quarter of 2021. As of March 31, 2019, the Company has determined that the above options are not yet reasonably certain of being exercised. Lease liabilities related to time charters-in vessels exclude estimated days that the vessels will not be available for employment due to drydock because the Company does not pay charter hire when time chartered-in vessels are not available for its use.

 

Payments of lease liabilities and related number of operating days under these operating leases as of March 31, 2019 and December 31, 2018 (prior to adoption of ASC 842 effective January 1, 2019) are as follows:

 

Bareboat Charters-in:

 

At March 31, 2019  Amount   Operating Days 
2019  $4,730    550 
2020   6,295    732 
2021   6,278    730 
2022   6,278    730 
2023   4,532    556 
Total lease payments   28,113   3,298 
less imputed interest   (4,161)     
Total operating lease liabilities  $23,952      

 

Bareboat Charters-in:

 

At December 31, 2018 (prior to adoption of ASC 842 effective January 1, 2019)  Amount   Operating Days 
2019  $6,278    730 
2020   6,295    732 
2021   6,278    730 
2022   6,278    730 
2023   4,782    556 
Net minimum lease payments  $29,911    3,478 

 

  26

 

 

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Time Charters-in:

 

At March 31, 2019  Amount   Operating Days 
2019  $1,428    345 
Total lease payments   1,428   345 
less imputed interest   (11)     
Total operating lease liabilities  $1,417      

 

Time Charters-in:

 

At December 31, 2018 (prior to adoption of ASC 842 effective January 1, 2019)  Amount   Operating Days 
2019  $12,934(1)   1,421 
Net minimum lease payments  $12,934    1,421 

 

(1)Includes non-lease components totaling approximately $5,530 related to the Company’s time charters, which are accounted for under ASC 842 effective January 1, 2019 and therefore excluded from the operating lease liability, and approximately $3,615 related to short term leases of workboats employed in the Crude Tankers Lightering business that are not in scope of ASC 842 based on the Company’s accounting policy election.

 

2. Office and other space:

 

The Company has operating leases for office and lightering workboat dock space. These leases have expiry dates ranging from December 2020 to August 2021.

 

Payments of lease liabilities for office and other space as of March 31, 2019 and December 31, 2018 (prior to adoption of ASC 842 effective January 1, 2019) are as follows:

 

Office and other space:

 

At March 31, 2019  Amount 
2019  $874 
2020   1,166 
2021   665 
Total lease payments   2,705 
less imputed interest   (214)
Total operating lease liabilities  $2,491 

 

Office and other space:

 

At December 31, 2018 (prior to adoption of ASC 842 effective January 1, 2019)  Amount 
2019  $1,219 
2020   1,152 
2021   665 
Net minimum lease payments  $3,036 

 

Contracts under which the Company is a Lessor

 

See Note 14, “Revenue,” for discussion on the Company’s revenues from operating leases accounted for under the lease guidance (ASC 842).

 

  27

 

 

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

The future minimum revenues, before reduction for brokerage commissions, expected to be received on non-cancelable time charters and the related revenue days as of March 31, 2019 and December 31, 2018 (prior to adoption of ASC 842 effective January 1, 2019) are as follows:

 

At March 31, 2019  Amount   Revenue Days 
2019  $4,086    312 
Future minimum revenues  $4,086    312 

 

At December 31, 2018 (prior to adoption of ASC 842 effective January 1, 2019)  Amount   Revenue Days 
2019  $2,587    221 
Future minimum revenues  $2,587    221 

 

Future minimum revenues do not include (i) the Company’s share of time charters entered into by the pools in which it participates, and (ii) the Company’s share of time charters entered into by the joint ventures, which the Company accounts for under the equity method. Revenues from a time charter are not generally received when a vessel is off-hire, including time required for normal periodic maintenance of the vessel. In arriving at the minimum future charter revenues, an estimated time off-hire to perform periodic maintenance on each vessel has been deducted, although there is no assurance that such estimate will be reflective of the actual off-hire in the future.

 

Note 16 — Contingencies:

 

INSW’s policy for recording legal costs related to contingencies is to expense such legal costs as incurred.

 

Multi-Employer Plans

 

The Merchant Navy Officers Pension Fund (“MNOPF”) is a multi-employer defined benefit pension plan covering British crew members that served as officers on board INSW’s vessels (as well as vessels of other owners). The trustees of the plan have indicated that, under the terms of the High Court ruling in 2005, which established the liability of past employers to fund the deficit on the Post 1978 section of MNOPF, calls for further contributions may be required if additional actuarial deficits arise or if other employers liable for contributions are not able to pay their share in the future. As the amount of any such assessment cannot currently be reasonably estimated, no reserves have been recorded for this contingency in INSW’s consolidated financial statements as of March 31, 2019. The next deficit valuation is as of March 31, 2019 and is expected to be completed later in 2019.

 

The Merchant Navy Ratings Pension Fund (“MNRPF”) is a multi-employer defined benefit pension plan covering British crew members that served as ratings (seamen) on board INSW’s vessels (as well as vessels of other owners) more than 20 years ago. Participating employers include current employers, historic employers that have made voluntary contributions, and historic employers such as INSW that have made no deficit contributions. Calls for contributions may be required if additional actuarial deficits arise or if other employers liable for contributions are unable to pay their share in the future. INSW’s reserve for our share of the scheme deficit based on the last deficit valuation was £57 ($75) as of March 31, 2019, which is due for payment in October 2019. The next deficit valuation is due March 31, 2020.

 

Galveston Accident

 

In late September 2017, an industrial accident at a dock facility in Galveston, Texas resulted in fatalities to two temporary employees (the “decedents”) of a subsidiary of the Company. In accordance with law, an investigation of the accident was conducted by the Occupational Safety and Health Administration and local law enforcement. The subsidiary cooperated in providing requested information to investigators, and to date, no citations or other adverse enforcement actions have been issued to and/or taken against the subsidiary. 

 

  28

 

 

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Additionally, two wrongful death lawsuits (the “lawsuits”) relating to the accident, each of which claims damages in excess of $25,000, were filed in state court in Texas (Harris County District Court) and identified the subsidiary as one of several defendants. The lawsuits have been settled as to most of the original defendants, with the exception of the subsidiary, and the remaining disputes were removed to federal court in Houston, Texas (Southern District) in January 2018. The subsidiary has filed its answer to those complaints, generally denying the allegations and stating certain affirmative defenses. The subsidiary has filed a motion for summary judgment seeking dismissal of all claims being asserted against it in the lawsuits based on its position that it was the decedents’ borrowing employer, and therefore has tort immunity under the Longshore and Harbor Workers’ Compensation Act, 33 U.S.C. §§ 900-950. The motion for summary judgment is currently pending and awaiting the federal court’s decision, but it cannot be predicted when a decision will be issued. There is currently no trial setting in the case. The Company and the subsidiary intend to continue vigorously defending the lawsuits. Estimating an amount or range of possible losses resulting from litigation proceedings is inherently difficult and requires an extensive degree of judgment, particularly where the matters involve indeterminate claims for monetary damages and are in the stages of the proceedings where key factual and legal issues have not been resolved. Accordingly, the Company is currently unable to predict the ultimate timing or outcome of, or to reasonably estimate the possible loss or a range of possible loss resulting from, the lawsuits.

 

Further, certain of the other original defendants in the wrongful death/personal injury actions (the “T&T Defendants”) made demands to the subsidiary and its insurers for contractual defense, indemnity and additional insured coverage for all claims being asserted against the T&T Defendants arising out of the incident, including all amounts paid by the T&T Defendants in settlement of those claims, as well as its costs of defense. The subsidiary and its excess insurers filed an action for declaratory judgment in federal court in Texas (Southern District) seeking judgment that they did not owe contractual indemnification obligations to the T&T Defendants. In July 2018 the federal court overseeing the declaratory judgment action issued an order dismissing the case on the basis that it lacked subject-matter jurisdiction to hear the dispute. This was not a decision on the merits of the underlying contractual dispute. The subsidiary and its excess insurers filed an appeal of that decision in the U.S. Fifth Circuit Court of Appeals. In the meantime, the T&T Defendants filed a new lawsuit in a Texas state court to assert their contractual claims against the subsidiary and its insurers, which the defendants then removed to federal court in Houston, Texas. In early 2019, a settlement of the T&T Defendants’ claims against the subsidiary and its insurers was reached, and funding of same has been issued by the subsidiary’s insurers. Pursuant to the terms of the settlement, all litigation concerning these claims has been dismissed with prejudice.

 

Finally, in February 2018, the subsidiary and its insurers settled three “bystander” claims made by crewmembers aboard a vessel under charter to the subsidiary for alleged emotional and other personal injuries. The subsidiary has initiated arbitration in Houston, Texas against the employer of the bystanders to seek full recovery of this payment pursuant to indemnity provisions in the charter between the subsidiary and the employer. The arbitration is currently underway, and any eventual recovery will be for the benefit of the subsidiary’s insurers.

 

Legal Proceedings Arising in the Ordinary Course of Business

  

The Company is a party, as plaintiff or defendant, to various suits in the ordinary course of business for monetary relief arising principally from personal injuries, wrongful death, collision or other casualty and to claims arising under charter parties and other contract disputes. A substantial majority of such personal injury, wrongful death, collision or other casualty claims against the Company are covered by insurance (subject to deductibles not material in amount). Each of the claims involves an amount which, in the opinion of management, should not be material to the Company’s financial position, results of operations and cash flows.

 

  29

 

 

INTERNATIONAL SEAWAYS, INC.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q contains forward looking statements. Such forward-looking statements represent the Company’s reasonable expectation with respect to future events or circumstances based on various factors and are subject to various risks and uncertainties and assumptions relating to the Company’s operations, financial results, financial condition, business, prospects, growth strategy and liquidity. Accordingly, there are or will be important factors, many of which are beyond the control of the Company, that could cause the Company’s actual results to differ materially from those indicated 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 any such statement. Such factors include, but are not limited to:

 

·the highly cyclical nature of INSW’s industry;
·fluctuations in the market value of vessels;
·declines in charter rates, including spot charter rates or other market deterioration;
·an increase in the supply of vessels without a commensurate increase in demand;
·the impact of adverse weather and natural disasters;
·the adequacy of INSW’s insurance to cover its losses, including in connection with maritime accidents or spill events;
·constraints on capital availability;
·changing economic, political and governmental conditions in the United States and/or abroad and general conditions in the oil and natural gas industry;
·changes in fuel prices;
·acts of piracy on ocean-going vessels;
·terrorist attacks and international hostilities and instability;
·the impact of public health threats and outbreaks of other highly communicable diseases;
·the effect of the Company’s indebtedness on its ability to finance operations, pursue desirable business operations and successfully run its business in the future;
·the Company’s ability to generate sufficient cash to service its indebtedness and to comply with debt covenants;
·the Company’s ability to make additional capital expenditures to expand the number of vessels in its fleet, and to maintain all of its vessels and to comply with existing and new regulatory standards;
·the availability and cost of third party service providers for technical and commercial management of the Company’s fleet;
·fluctuations in the contributions of the Company’s joint ventures to its profits and losses;
·the Company’s ability to renew its time charters when they expire or to enter into new time charters;
·termination or change in the nature of the Company’s relationship with any of the commercial pools in which it participates and the ability of such commercial pools to pursue a profitable chartering strategy;
·competition within the Company’s industry and INSW’s ability to compete effectively for charters with companies with greater resources;
·the loss of a large customer or significant business relationship;
·the Company’s ability to realize benefits from its past acquisitions or acquisitions or other strategic transactions it may make in the future;
·increasing operating costs and capital expenses as the Company’s vessels age, including increases due to limited shipbuilder warranties or the consolidation of suppliers;
·the Company’s ability to replace its operating leases on favorable terms, or at all;
·changes in credit risk with respect to the Company’s counterparties on contracts;
·the failure of contract counterparties to meet their obligations;
·the impact of the discontinuance of LIBOR after 2021 on interest rates of our debt that reference LIBOR;
·the Company’s ability to attract, retain and motivate key employees;
·work stoppages or other labor disruptions by employees of INSW or other companies in related industries;
·unexpected drydock costs;

 

  30

 

 

INTERNATIONAL SEAWAYS, INC.

 

·the potential for technological innovation to reduce the value of the Company’s vessels and charter income derived therefrom;
·the impact of an interruption in or failure of the Company’s information technology and communication systems upon the Company’s ability to operate;
·seasonal variations in INSW’s revenues;
·government requisition of the Company’s vessels during a period of war or emergency;
·the Company’s compliance with complex laws, regulations and in particular, environmental laws and regulations, including those relating to ballast water treatment and the emission of greenhouse gases and air contaminants, including from marine engines;
·any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977 or other applicable regulations relating to bribery or corruption;
·the impact of litigation, government inquiries and investigations;
·governmental claims against the Company;
·the arrest of INSW’s vessels by maritime claimants;
·changes in laws, treaties or regulations, including those relating to environmental and security matters; and
·changes in worldwide trading conditions, including the impact of tariffs and other restrictions on trade and the impact that Brexit might have on global trading parties.

 

The Company assumes no obligation to update or revise any forward-looking statements. Forward-looking statements in this Quarterly Report on Form 10-Q and written and oral forward-looking statements attributable to the Company or its representatives after the date of this Quarterly Report on Form 10-Q are qualified in their entirety by the cautionary statement contained in this paragraph and in other reports hereafter filed by the Company with the Securities and Exchange Commission.

 

General:

 

We are a provider of ocean transportation services for crude oil and refined petroleum products. We operate our vessels in the International Flag market. Our business includes two reportable segments: Crude Tankers and Product Carriers. For the three months ended March 31, 2019 and 2018, we derived 77% and 60%, respectively, of our TCE revenues from our Crude Tankers segment. Revenues from our Product Carriers segment constituted the balance of our TCE revenues for both periods.

 

As of March 31, 2019, we owned or operated an International Flag fleet of 48 vessels aggregating 7.1 million deadweight tons (“dwt”) and 864,800 cubic meters (“cbm”), including six vessels that have been chartered-in under operating leases. Our fleet includes VLCC, Suezmax, Aframax and Panamax crude tankers and LR1, LR2 and MR product carriers. Through joint ventures, we have ownership interests in two FSO service vessels and four LNG Carriers (together the “JV Vessels”).

 

The Company’s revenues are highly sensitive to patterns of supply and demand for vessels of the size and design configurations owned and operated by the Company and the trades in which those vessels operate. Rates for the transportation of crude oil and refined petroleum products from which the Company earns a substantial majority of its revenues are determined by market forces such as the supply and demand for oil, the distance that cargoes must be transported, and the number of vessels expected to be available at the time such cargoes need to be transported. The demand for oil shipments is significantly affected by the state of the global economy, levels of U.S. domestic and international oil production and OPEC exports. The number of vessels is affected by newbuilding deliveries and by the removal of existing vessels from service, principally through storage, scrappings or conversions. The Company’s revenues are also affected by the mix of charters between spot (voyage charter) and long-term (time or bareboat charter). Because shipping revenues and voyage expenses are significantly affected by the mix between voyage charters and time charters, the Company manages its vessels based on TCE revenues. Management makes economic decisions based on anticipated TCE rates and evaluates financial performance based on TCE rates achieved. Other than the JV Vessels, the Company’s revenues are derived predominantly from spot market voyage charters and those vessels are predominantly employed in the spot market via market-leading commercial pools. We derived 94% and 84% of our total TCE revenues in the spot market for the three months ended March 31, 2019 and 2018, respectively.

 

The following is a discussion and analysis of our financial condition as of March 31, 2019 and results of operations for the three months periods ended March 31, 2019 and 2018. You should consider the foregoing when reviewing the condensed consolidated financial statements and this discussion and analysis. You should read this section together with the condensed consolidated financial statements, including the notes thereto. This Quarterly Report on Form 10-Q 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 internal 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.

 

  31

 

 

INTERNATIONAL SEAWAYS, INC.

 

All dollar amounts are in thousands, except daily dollar amounts and per share amounts.

 

Operations and Oil Tanker Markets:

 

The Company’s revenues are highly sensitive to patterns of supply and demand for vessels of the size and design configurations owned and operated by the Company and the trades in which those vessels operate. Rates for the transportation of crude oil and refined petroleum products from which the Company earns a substantial majority of its revenues are determined by market forces such as the supply and demand for oil, the distance that cargoes must be transported and the number of vessels expected to be available at the time such cargoes need to be transported. The demand for oil shipments is significantly affected by the state of the global economy, levels of U.S. domestic and international production and OPEC exports. The number of vessels is affected by newbuilding deliveries and by the removal of existing vessels from service, principally through storage, scrappings or conversions. The Company’s revenues are also affected by the mix of charters between spot (voyage charter) and long-term (time or bareboat charter). Because shipping revenues and voyage expenses are significantly affected by the mix between voyage charters and time charters, the Company manages its vessels based on TCE revenues. Management makes economic decisions based on anticipated TCE rates and evaluates financial performance based on TCE rates achieved.

 

The International Energy Agency (“IEA”) estimates global oil consumption for the first quarter of 2019 at 99.6 million barrels per day (“b/d”), an increase of 1.1 million b/d, or 1.1%, over the same quarter in 2018. The estimate for global oil consumption for 2019 is 100.6 million b/d, an increase of 1.4% over 2018. OECD demand in 2019 is estimated to increase by 0.8% to 48.1 million b/d, while non-OECD demand is estimated to increase by 1.9% to 52.5 million b/d.

 

Global oil production in the first quarter of 2019 reached 99.7 million b/d, an increase of 0.9% from the first quarter of 2018. OPEC crude oil production averaged 30.5 million b/d in the first quarter of 2019, a decrease of 1.6 million b/d from the fourth quarter of 2018, and a decrease of 1.6 million b/d from the first quarter of 2018. Non-OPEC production increased by 2.5 million b/d to 63.6 million b/d in the first quarter of 2019 compared with the first quarter of 2018. Oil production in the U.S. in the first quarter of 2019 was unchanged from the fourth quarter of 2018 at 11.9 million b/d, and 1.9 million b/d higher than in the first quarter of 2018.

 

U.S. refinery throughput increased by 0.2 million b/d to 17.1 million b/d in the first quarter of 2019 compared with the first quarter of 2018. U.S. crude oil imports in the first quarter of 2019 decreased by 0.5 million b/d to 7.5 million b/d compared with the first quarter of 2018, with imports from OPEC countries decreasing by 0.4 million b/d, a 15.6% decrease from the first quarter of 2018.

 

Chinese crude oil imports were 10.23 million b/d in February, slightly down from the record 10.4 million b/d in November 2018, and March imports declined to 9.26 million b/d, as refinery maintenance decreased crude oil demand, although still 0.4% higher than March 2018 imports.

 

During the first quarter of 2019, the tanker fleet of vessels over 10,000 deadweight tons (“dwt”) increased by 12.6 million dwt as the crude fleet increased by 11.0 million dwt, with VLCCs, Suezmaxes and Aframaxes growing by 5.7 million dwt, 2.3 million dwt and 3.0 million dwt, respectively. The product carrier fleet expanded by 1.6 million dwt with LR1s growing by 0.3 million dwt and MRs increasing by 1.3 million dwt. Year over year, the size of the tanker fleet increased by 18.9 million dwt with the largest increases in the VLCC, Aframax, MR and Suezmax sectors, while Panamaxes saw modest growth in the fleet size.

 

Between the end of the fourth quarter of 2018 and the end of the first quarter of 2019, the crude tanker orderbook decreased by 10.2 million dwt overall. The crude tanker orderbook declined by 8.7 million dwt, with VLCCs, Suezmaxes and Aframaxes declining by 2.9 million dwt, 1.9 million dwt and 3.9 million dwt, respectively. The product tanker orderbook declined by 1.5 million dwt with LR1s declining by 0.3 million dwt and MRs declining by 1.2 million dwt. The large decrease in the tanker orderbook reflects the heavy delivery of newbuildings during the first quarter and little new ordering activity.

 

Between the end of the first quarter of 2018 and the end of the first quarter of 2019, the total tanker orderbook declined by 15.1 million dwt, with declines in all sectors: VLCC 5.8 million dwt, Suezmax 1.2 million dwt, Aframax 6.2 million dwt, LR1 0.4 million dwt and MR 1.5 million dwt.

 

Crude tanker rates in the first quarter of 2019 were down from the strong rates achieved in the fourth quarter of 2018, as newbuilding deliveries and OPEC cuts negatively impacted supply and demand. VLCC rates were buoyed by strong US exports, while Suezmax rates saw greater declines. Panamax and MR rates were relatively strong compared with the fourth quarter of 2018 driven by demand. Rates across the board are somewhat weaker due to extended refinery maintenance as refiners prepare for upcoming IMO 2020-related changes.

 

  32

 

 

INTERNATIONAL SEAWAYS, INC.

 

Update on 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. 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 as of and for the year ended December 31, 2018 included in the Company’s Annual Report on Form 10-K. See Note 2, “Significant Accounting Policies,” to the accompanying condensed consolidated financial statements for any changes or updates to the Company’s critical accounting policies for the current period.

  

Results from Vessel Operations:

 

During the first quarter of 2019, results from vessel operations increased by $46,030 to income of $19,324 from a loss of $26,706 in the first quarter of 2018. This improvement primarily resulted from higher TCE revenues, lower vessel expenses and a $6,621 decrease in losses on disposal of vessels and other property, partially offset by a $1,298 charge for provisions for credit losses and an increase in charter hire expenses, which was principally attributable to increased activity in the Company’s Crude Tankers Lightering business.

 

TCE revenues increased in the current quarter by $45,228, or 93%, to $94,029 from $48,801 in the first quarter of 2018. Approximately $35,909 of this increase was due to growth in average daily rates across each of INSW’s fleet sectors. Incremental activity in the Crude Tankers Lightering business also resulted in a $13,120 revenue increase.

 

The provision for credit losses of $1,298 recorded in the first quarter of 2019 relates to uncollected freight from full service jobs performed during late-2018 in the Company’s Crude Tankers Lightering business.

 

See Note 4, “Business and Segment Reporting,” to the accompanying condensed consolidated financial statements for additional information on the Company’s segments, including equity in income of affiliated companies and reconciliations of (i) time charter equivalent revenues to shipping revenues and (ii) adjusted income from vessel operations for the segments to income/(loss) before income taxes, as reported in the condensed consolidated statements of operations.

 

Crude Tankers  Three Months Ended 
   March 31, 
   2019   2018 
TCE revenues  $72,586   $29,220 
Vessel expenses   (22,265)   (25,616)
Charter hire expenses   (12,482)   (2,755)
Depreciation and amortization   (14,477)   (12,873)
Adjusted income/(loss) from vessel operations (a)  $23,362   $(12,024)
Average daily TCE rate  $28,566   $12,958 
Average number of owned vessels (b)   25.0    26.7 
Average number of vessels chartered-in under operating leases   5.4    0.4 
Number of revenue days: (c)   2,541    2,255 
Number of ship-operating days: (d)          
Owned vessels   2,250    2,402 
Vessels bareboat chartered-in under operating leases   180    28 
Vessels time chartered-in under operating leases (e)   87    - 
Vessels spot chartered-in under operating leases (e)   214    8 

 

(a)Adjusted income/(loss) from vessel operations by segment is before general and administrative expenses, provision for credit losses, third-party debt modification fees, and (gain)/loss on disposal of vessels and other property.
(b)The average is calculated to reflect the addition and disposal of vessels during the period.

  

  33

 

 

INTERNATIONAL SEAWAYS, INC.

 

(c)Revenue days represent ship-operating days less days that vessels were not available for employment due to repairs, drydock or lay-up. Revenue days are weighted to reflect the Company’s interest in chartered-in vessels.
(d)Ship-operating days represent calendar days.
(e)The Company’s Crude Tankers Lightering business time chartered-in one vessel and spot chartered-in 14 vessels under operating leases at various points during the quarter ended March 31, 2019 for full service lightering jobs. Only two vessels were spot chartered-in at various points during the quarter ended March 31, 2018.

 

The following table provides a breakdown of TCE rates achieved for the three months ended March 31, 2019 and 2018, between spot and fixed earnings and the related revenue days. The information in these tables is based, in part, on information provided by the commercial pools in which the segment’s vessels participate and excludes commercial pool fees/commissions averaging approximately $716 and $769 per day for the three months ended March 31, 2019 and 2018, respectively, as well as revenue and revenue days for which recoveries were recorded by the Company under its loss of hire insurance policies.

 

   2019   2018 
   Spot   Fixed   Spot   Fixed 
   Earnings   Earnings   Earnings   Earnings 
Three Months Ended March 31,                    
ULCC:                    
Average rate  $-   $-   $-   $- 
Revenue days   -    -    90    - 
VLCC:                    
Average rate  $31,993   $-   $12,926   $13,085 
Revenue days   1,134    -    617    89 
Suezmax:                    
Average rate  $28,935   $-   $14,927   $- 
Revenue days   180    -    180    - 
Aframax:                    
Average rate  $20,905   $-   $9,955   $- 
Revenue days   398    -    554    - 
Panamax:                    
Average rate  $17,558   $12,313   $12,691   $11,562 
Revenue days   73    445    180    537 

 

During the first quarter of 2019, TCE revenues for the Crude Tankers segment increased by $43,366, or 148%, to $72,586 from $29,220 in the first quarter of 2018. Approximately $28,800 of such increase resulted from a strengthening in average daily rates in each of the Crude Tanker fleets, with the impact of the daily TCE rate growth in the VLCC fleet representing $21,392 of the total rates-based increase. Increased activity in the Crude Tankers Lightering business generated an additional TCE revenue increase of $13,120. Also contributing to the higher TCE revenue was a net 417-day increase in revenue days in the current quarter in the VLCC fleet. Such increase accounted for an increase in TCE revenue of $5,166 and reflected the acquisitions of one 2015-built and five 2016-built VLCCs which were delivered to the Company in June 2018, partially offset by the disposals of one 2000-built and one 2001-built VLCC in 2018. Partially offsetting the TCE revenue increases was a $3,766 decrease in TCE revenue due to a 355-day reduction in Aframax and Panamax revenue days, which was driven primarily by the sale of two 2001-built Aframaxes and a 2002-built Panamax in 2018.

 

Vessel expenses decreased by $3,351 to $22,265 in the current quarter from $25,616 in the first quarter of 2018. The decrease resulted from (a) the VLCC, Aframax, and Panamax sales noted above which drove approximately $5,207 of the decrease in vessel expenses, (b) the sale of the Company’s only ULCC, which was idle in 2018 prior to its sale in June 2018 and accounted for approximately $943 of the decrease in vessel expenses and (c) a decrease in hull and machinery damage repair costs. Such decreases were partially offset by a $4,113 increase in vessel expenses associated with the VLCC acquisitions described above. Charter hire expenses increased by $9,727 to $12,482 in the first quarter of 2019 from $2,755 in the first quarter of 2018 principally as a result of the Company executing sale and lease back transactions for two 2009-built Aframaxes in March 2018 and a significant increase in spot and short-term time chartered-in vessels in the Crude Tankers Lightering business to support increased full service lightering activity. Depreciation and amortization increased by $1,604 to $14,477 in the first quarter of 2019 from $12,873 in the first quarter of 2018, principally due to the deliveries of the VLCCs noted above which accounted for $3,869 of the increase in depreciation. Such increases were offset by an approximately $2,156 impact of the vessel sales and sale and leaseback transactions described above.

 

  34

 

 

INTERNATIONAL SEAWAYS, INC.

 

Excluding depreciation and amortization, the provision for credit losses and general and administrative expenses, operating income for the Crude Tankers Lightering business was $4,194 for the first quarter of 2019 compared to $120 for the first quarter of 2018 and, sequentially, $4,241 for the fourth quarter of 2018. The increase in the current quarter’s operating income as compared to prior year’s period primarily reflects a higher volume of full service and service support only lighterings in the current period. In the current quarter, 27 full service and 82 service support only lighterings were performed, as compared to one full service and 73 service support only lighterings in the prior year’s quarter. Additionally, during the current quarter the Crude Tankers Lightering business utilized one of its chartered-in Aframaxes on three spot voyages. There were no such spot voyages performed in the first quarter of 2018. Increased U.S. exports will likely continue to require transshipment during 2019, regardless of the eventuality of any deep-water terminals. Because of the increased level of activity in the Crude Tankers Lightering business over the last three quarters and positive near-term prospects, the Company withdrew a 2002-built Aframax from the pool in which it was operating in March 2019 and is now employing it in the Crude Tankers Lightering business.

 

Product Carriers  Three Months Ended 
   March 31, 
   2019   2018 
TCE revenues  $21,443   $19,581 
Vessel expenses   (8,264)   (11,406)
Charter hire expenses   (4,703)   (5,868)
Depreciation and amortization   (4,418)   (4,718)
Adjusted income/(loss) from vessel operations  $4,058   $(2,411)
Average daily TCE rate  $16,257   $10,771 
Average number of owned vessels   11.0    14.6 
Average number of vessels chartered-in under operating leases   4.0    6.0 
Number of revenue days   1,319    1,818 
Number of ship-operating days:          
Owned vessels   990    1,311 
Vessels bareboat chartered-in under operating leases   -    180 
Vessels time chartered-in under operating leases   360    360 

 

The following table provides a breakdown of TCE rates achieved for the three months ended March 31, 2019 and 2018, between spot and fixed earnings and the related revenue days. The information in these tables is based, in part, on information provided by the commercial pools in which the segment’s vessels participate and excludes commercial pool fees/commissions averaging approximately $483 and $395 per day for the three months ended March 31, 2019 and 2018, respectively, as well as revenue and revenue days for which recoveries were recorded by the Company under its loss of hire insurance policies.

 

   2019   2018 
   Spot   Fixed   Spot   Fixed 
   Earnings   Earnings   Earnings   Earnings 
Three Months Ended March 31,                    
LR2:                    
Average rate  $22,090   $-   $13,911   $- 
Revenue days   90    -    90    - 
LR1:                    
Average rate  $24,017   $-   $11,639   $- 
Revenue days   339    -    354    - 
MR:                    
Average rate  $13,462   $-   $11,235   $5,294 
Revenue days   889    -    1,285    90 

 

During the first quarter of 2019 TCE revenues for the Product Carriers segment increased by $1,862, or 10%, to $21,443 from $19,581 in the first quarter of 2018. Period-over-period increases in average daily blended rates earned by all Product Carrier fleet sectors accounted for an increase in revenue of approximately $7,109. Serving to partially offset such increases was a 485-day decrease in MR revenue days in the current period, arising primarily as a result of the sales of five MRs in 2018 and the redelivery of two MRs to their owners during the second quarter of 2018 at the expiry of their respective bareboat charters. These decreases resulted in a $5,087 decline in TCE revenue.

 

Vessel expenses decreased by $3,142 to $8,264 in the current quarter from $11,406 in first quarter of 2018. The decrease was primarily driven by a 501-day decrease in owned and bareboat chartered-in days, which resulted from the vessel sales and redeliveries described above. Similarly, charter hire expenses decreased by $1,165 to $4,703 in the first quarter of 2019 from $5,868 in the first quarter of 2018 due to the charter-in redeliveries discussed above.

 

  35

 

 

INTERNATIONAL SEAWAYS, INC.

 

General and Administrative Expenses:

 

During the first quarter of 2019, general and administrative expenses increased by $744 to $6,773 from $6,029 in the first quarter of 2018. This increase reflects (i) an approximately $289 increase in accounting and consulting fees, (ii) an approximately $241 increase in compensation and benefits costs, of which $132 relates to noncash stock compensation and (iii) an approximately $125 increase in insurance premiums for general liability and property insurance, cyber security insurance and workers compensation and U.S. Longshoremen insurance.

  

Interest Expense:

 

Interest expense was $17,533 and $11,621 for the three months ended March 31, 2019 and 2018, respectively. Interest expense incurred on the debt facilities entered into by the Company during the second quarter of 2018 accounted for $5,692 of the increase, and the balance of the increase was primarily due to the higher margin under the 2017 Term Loan Facility following an amendment to such facility entered in June 2018 in connection with closing the transaction for the acquisition of six VLCCs. See Note 9, “Debt,” in the accompanying condensed consolidated financial statements for further information on the Company’s debt facilities.

  

Taxes:

 

As of March 31, 2019, the Company believes it will qualify for an exemption from U.S. federal income taxes under Section 883 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and U.S. Treasury Department regulations for the 2019 calendar year, so long as less than 50 percent of the total value of the Company’s stock is held by one or more shareholders who own 5% or more of the Company’s stock for more than half of the days of 2019. There can be no assurance at this time that INSW will continue to qualify for the Section 883 exemption during and beyond calendar year 2019. Should the Company not qualify for the exemption in the future, INSW will be subject to U.S. federal taxation of 4% of its U.S. source shipping income on a gross basis without the benefit of deductions. Shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the U.S. will be considered to be 50% derived from sources within the United States. Shipping income attributable to transportation that both begins and ends in the U.S. will be considered to be 100% derived from sources within the United States, but INSW does not and cannot engage in transportation that gives rise to such income.

 

EBITDA and Adjusted EBITDA:

 

EBITDA represents net income/(loss) before interest expense, income taxes and depreciation and amortization expense. Adjusted EBITDA consists of EBITDA adjusted for the impact of certain items that we do not consider indicative of our ongoing operating performance. EBITDA and Adjusted EBITDA are presented to provide investors with meaningful additional information that management uses to monitor ongoing operating results and evaluate trends over comparative periods. EBITDA and Adjusted EBITDA do not represent, and should not be considered a substitute for, net income or cash flows from operations determined in accordance with GAAP. EBITDA and Adjusted EBITDA have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analysis of our results reported under GAAP. Some of the limitations are:

 

·EBITDA and Adjusted EBITDA do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;
·EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs; and
·EBITDA and Adjusted EBITDA do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt.

 

While EBITDA and Adjusted EBITDA are frequently used by companies as a measure of operating results and performance, neither of those items as prepared by the Company is necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculation.

 

  36

 

 

INTERNATIONAL SEAWAYS, INC.

 

The following table reconciles net income/(loss), as reflected in the condensed consolidated statements of operations, to EBITDA and Adjusted EBITDA:

 

   Three Months Ended 
   March 31, 
   2019   2018 
         
Net income/(loss)  $10,897   $(29,316)
Income tax provision   -    8 
Interest expense   17,533    11,621 
Depreciation and amortization   18,929    17,624 
EBITDA   47,359    (63)
Third-party debt modification fees   30    - 
(Gain)/loss on disposal of vessels and other property   (48)   6,573 
Adjusted EBITDA  $47,341   $6,510 

 

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.

 

Liquidity

 

Working capital at March 31, 2019 and December 31, 2018 was approximately $92,000. Current assets are highly liquid, consisting principally of cash, interest-bearing deposits and receivables. Our cash and cash equivalents balances generally exceed Federal Deposit Insurance Corporation insured limits. We place our cash and cash equivalents in what we believe to be credit-worthy financial institutions. In addition, certain of our money market accounts invest in U.S. Treasury securities or other obligations issued or guaranteed by the U.S. government or its agencies, floating rate and variable demand notes of U.S. and foreign corporations, commercial paper rated in the highest category by Moody’s Investor Services and Standard & Poor’s, certificates of deposit and time deposits, asset-backed securities, and repurchase agreements.

 

The Company’s total cash increased by approximately $19,511 during the three months ended March 31, 2019. This increase reflects cash provided by operating activities of $23,991 and net returns of capital and deposits received from affiliated companies of $5,928. Such cash inflows were partially offset by $3,170 in expenditures for vessels and other property and scheduled principal amortization totaling $6,764 for the the Sinosure Credit Facility and the ABN Term Loan Facility. The quarterly installment of $6,125 on the 2017 Term Loan Facility otherwise due at quarter end was paid on the first business day of April 2019.

 

As of March 31, 2019, we had total liquidity on a consolidated basis of $187,155 comprised of $137,155 of cash (including $57,618 of restricted cash) and $50,000 of undrawn revolver capacity. Total cash and liquidity decreased by $10,165 shortly after quarter end due to interest and principal amortization payments.

 

Restricted cash of $57,618 as of March 31, 2019 represents legally restricted cash relating to the 2017 Term Loan, the Sinosure Credit Facility, the ABN Term Loan Facility, and the 10.75% Subordinated Notes. Such facilities stipulate that cash accounts be maintained which are limited in their use to pay expenses related to drydocking the vessels and servicing the debt facilities and, in the case of the 2017 Term Loan Facility, that cash proceeds from the sale of collateral vessels be reinvested in vessels within 12 months of such sale or be used to prepay the principal amount outstanding of the INSW Facilities.

 

As of March 31, 2019, we had total debt outstanding (net of original issue discount and deferred financing costs) of $805,635 and a total debt (which excludes operating lease liabilities as defined in the Company’s debt agreements) to total capitalization of 44.2%, which compares with 44.5% at December 31, 2018.

 

Sources, Uses and Management of Capital

 

We have maintained a strong balance sheet which has allowed us to take advantage of attractive strategic opportunities during the low end of the tanker cycle and we have maintained what we believe to be a reasonable financial leverage for the current point in the tanker cycle and one of the lowest loan to value profiles in public company shipping sector. In addition to future operating cash flows, our other future sources of funds are proceeds from issuances of equity securities, additional borrowings as permitted under our loan agreements and proceeds from the opportunistic sales of our vessels.

 

  37

 

 

INTERNATIONAL SEAWAYS, INC.

 

On October 19, 2018, the Company filed a Registration Statement on Form S-3 (“Shelf Registration”) with the Securities and Exchange Commission (“SEC”). Following the effective date of the Shelf Registration, the Company may from time to time offer equity or debt securities at an aggregate offering price not to exceed $100,000. This Shelf Registration replaces the remaining $75,000 balance of a shelf registration on Form S-3 that was declared effective in May 2018.

 

On January 9, 2019, the Company entered into an Equity Distribution Agreement (the “Distribution Agreement”) with Evercore Group L.L.C. and Jefferies LLC, as our sales agents, relating to the common shares of the Company. In accordance with the terms of the Distribution Agreement, we may offer and sell common shares having an aggregate offering price of up to $25,000 from time to time through the sales agents. The sales agents are not required to sell any specific number or dollar amount of our common shares but will use their commercially reasonable efforts, as our agents and subject to the terms of the Distribution Agreement, to sell the common shares offered, as instructed by us.

 

We intend to use the net proceeds of this offering, after deducting the sales agents’ commissions and our offering expenses, for general corporate purposes. This may include, among other things, additions to working capital, repayment or refinancing of existing indebtedness or other corporate obligations, financing of capital expenditures (including the purchase of marine exhaust gas cleaning systems that reduce sulfur emissions to comply with upcoming implementation of new IMO standards) and acquisitions and investment in existing and future projects. As of March 31, 2019, the Company has neither sold or undertaken to sell any shares pursuant to the Distribution Agreement.

 

Our current uses of funds are to fund working capital requirements, maintain the quality of our vessels, purchase vessels, comply with international shipping standards and environmental laws and regulations, repurchase our outstanding shares and repay or repurchase our outstanding loan facilities. On March 5, 2019, the Company’s Board of Directors approved a resolution reauthorizing the Company’s $30,000 stock repurchase program for another 24-month period ending March 5, 2021. Seventy-five percent of Excess Cash Flow (as defined in the 2017 Debt Facilities credit agreement) must be used to prepay the outstanding principal balance of 2017 Term Loan Facility. To the extent permitted under the terms of the 2017 Debt Facilities we may also use cash generated by operations to finance capital expenditures to modernize and grow our fleet.

 

The Company has contractual commitments for the purchase and installation of marine exhaust gas cleaning systems (“Scrubbers”) on 10 of its modern VLCCs. The Company also has contractual commitments for the purchase and installation of ballast water treatment systems on 13 vessels with options for the purchase and installation of systems for up to an additional 10 vessels in the Company’s fleet as of March 31, 2019. These systems are intended to be funded with available liquidity, proceeds from the sales of vessels, and proceeds from the issuance of equity and/or debt as permitted under the Company’s existing debt facilities. As of March 31, 2019, the Company’s aggregate purchase commitments for these systems are approximately $47,922 (see Aggregate Contractual Obligations Table below) and could increase by up to an additional $14,000 if all the remaining options for the additional units are exercised. Such options expire between May 2019 and December 2020.

 

As set forth in the 2017 Debt Facilities credit agreement, the 2017 Debt Facilities contain certain restrictions relating to new borrowings and INSW’s ability to receive cash dividends, loans or advances from ISOC and its subsidiaries that are Restricted Subsidiaries. As of March 31, 2019, the permitted cash dividends that can be distributed to INSW by ISOC under the 2017 Term Loan Facility was $12,339.

 

Outlook

 

We believe our balance sheet gives us flexibility to continue pursuing fleet renewal or potential strategic opportunities that may arise within the diverse sectors in which we operate and at the same time positions us to generate sufficient cash to support our operations over the next twelve months. We or our subsidiaries may in the future complete transactions consistent with achieving the objectives of our business plan.

 

Off-Balance Sheet Arrangements

 

As of March 31, 2019, the FSO Joint Venture and the LNG Joint Venture had total bank debt outstanding of $716,168, of which $628,906 was nonrecourse to the Company.

 

  38

 

 

INTERNATIONAL SEAWAYS, INC.

 

The FSO Joint Venture is a party to a number of contracts: (a) the FSO Joint Venture is an obligor pursuant to a guarantee facility agreement dated as of July 14, 2017, by and among, the FSO Joint Venture, ING Belgium NV/SA, as issuing bank, and Euronav and INSW, as guarantors (the ‘‘Guarantee Facility’’); (b) the FSO Joint Venture is party to two service contracts with NOC (the ‘‘NOC Service Contracts’’); and (c) the FSO Joint Venture is a borrower under a $220,000 secured credit facility by and among TI Africa and TI Asia, as joint and several borrowers, ABN AMRO Bank N.V. and ING Belgium SA/NV, as Lenders, Mandated Lead Arrangers and Swap Banks, and ING Bank N.V., as Agent and as Security Trustee. INSW severally guarantees the obligations of the FSO Joint Venture pursuant to the Guarantee Facility.

 

The FSO Joint Venture drew down on a $220,000 secured credit facility on April 26, 2018 (See Note 6, “Equity Method Investments” to the accompanying condensed consolidated financial statements). The Company provided a guarantee for the $110,000 FSO Term Loan portion of the facility, which has an interest rate of LIBOR plus two percent and amortizes over the remaining terms of the NOC Service Contracts, which expire in July 2022 and September 2022. INSW’s guarantee of the FSO Term Loan has financial covenants that provide (i) INSW’s Liquid Assets shall not be less than the higher of $50,000 and 5% of Total Indebtedness of INSW, (ii) INSW shall have Cash of at least $30,000 and (iii) INSW is in compliance with the Loan to Value Test (as such capitalized terms are defined in the Company guarantee or in the case of the Loan to Value Test, as defined in the credit agreement underlying the Company’s 2017 Debt Facilities (see Note 9, “Debt,” to the accompanying condensed consolidated financial statements). The FSO Joint Venture has entered into floating-to-fixed interest rate swap agreements with the aforementioned Swap Banks, which cover the notional amounts outstanding under the FSO Loan Facility and pay fixed rates of approximately 4.858% and receive a floating rate based on LIBOR. These agreements have an effective date of June 29, 2018, and maturity dates ranging from July to September 2022. As of March 31, 2019, the maximum potential amount of future payments that INSW could be required to make in relation to its equity method investees secured bank debt and interest rate swap obligations was $88,133 and the carrying value of the Company’s guaranty in the accompanying condensed consolidated balance sheet was $553.

 

INSW maintains a guarantee in favor of Qatar Liquefied Gas Company Limited (2) (‘‘LNG Charterer’’) relating to certain LNG Tanker Time Charter Party Agreements with the LNG Charterer and each of Overseas LNG H1 Corporation, Overseas LNG H2 Corporation, Overseas LNG S1 Corporation and Overseas LNG S2 Corporation (such agreements, the ‘‘LNG Charter Party Agreements,’’ and such guarantee, the ‘‘LNG Performance Guarantee’’). INSW will pay QGTC an annual fee of $100 until such time that QGTC ceases to provide a guarantee in favor of the LNG charterer relating to performance under the LNG Charter Party Agreements.

 

OSG continues to provide a guarantee in favor of the LNG Charterer relating to the LNG Charter Party Agreements (such guarantees, the ‘‘OSG LNG Performance Guarantee’’). INSW will indemnify OSG for liabilities arising from the OSG LNG Performance Guarantee pursuant to the terms of the Separation and Distribution Agreement. In connection with the OSG LNG Performance Guarantee, INSW will pay an annual fee of $145 to OSG for 2019. Such fee is subject to termination if OSG ceases to provide the OSG LNG Performance Guarantee.

 

In addition, and pursuant to an agreement between INSW and the trustees of the OSG Ship Management (UK) Ltd. Retirement Benefits Plan (the ‘‘Scheme’’), INSW guarantees the obligations of INSW Ship Management UK Ltd., a subsidiary of INSW, to make payments to the Scheme.

 

Aggregate Contractual Obligations

 

A summary of the Company’s long-term contractual obligations as of March 31, 2019 follows:

 

                       Beyond     
   2019   2020   2021   2022   2023   2023   Total 
2017 Term Loan - floating rate(1)  $57,296   $61,759   $59,542   $406,740   $-   $-   $585,337 
ABN Term Loan - floating rate(2)   3,723    4,780    4,571    4,365    13,157    -    30,596 
Sinosure Credit Facility - floating rate(3)   28,406    36,802    35,573    33,783    32,474    201,287    368,325 
8.5% Senior Notes - fixed rate   2,125    2,125    2,125    2,125    26,063    -    34,563 
10.75% Subordinated Notes - fixed rate   2,252    3,003    3,631    3,631    29,746    -    42,263 
Operating lease obligations(4)                                   
Bareboat Charter-ins   4,730    6,295    6,278    6,278    4,532    -    28,113 
Time Charter-ins   3,535    -    -    -    -    -    3,535 
Office and other space   874    1,166    665    -    -    -    2,705 
Vessel betterment commitments(5)   39,148    8,538    118    118    -    -    47,922 
Total  $142,089   $124,468   $112,503   $457,040   $105,972   $201,287   $1,143,359 

 

  39

 

 

INTERNATIONAL SEAWAYS, INC.

 

(1)Amounts shown include contractual interest obligations of floating rate debt estimated based on the aggregate effective one-month LIBOR rate as of March 31, 2019 of 2.50% and applicable margins for the 2017 Term Loan Facility of 6.0%. Management estimates that no prepayment will be required for the 2017 Term Loan Facility as a result of estimated Excess Cash Flow for the year ended December 31, 2019. Amounts shown for the 2017 Term Loan Facility exclude any estimated repayment as a result of Excess Cash Flow.

 

(2)Amounts shown include contractual interest obligations of floating rate debt estimated based on the aggregate effective three-month LIBOR rate as of March 31, 2019 of 2.60% and applicable margin for the ABN Term Loan facility of 3.25%.

 

(3)Amounts shown include contractual interest obligations of floating rate debt estimated based on (i) the fixed rate stated in the related floating-to-fixed interest rate swap through the swap maturity date of March 21, 2022, or (ii) the effective three-month LIBOR rate for periods after the swap maturity date, plus the applicable margin for the Sinosure Credit Facility of 2.00%. The Company is a party to a floating-to-fixed interest rate swap covering the entire variable interest rate borrowings outstanding under the Sinosure Credit Facility that effectively converts the Company’s interest rate exposure under the Sinosure Credit Facility from a floating rate based on 3-month LIBOR to a fixed LIBOR rate of 2.99%.

 

(4)As of March 31, 2019, the Company had charter-in commitments for six vessels on leases that are accounted for as operating leases. Certain of these leases provide the Company with various renewal and purchase options. The future minimum commitments for time charters-in have been reduced to reflect estimated days that the vessels will not be available for employment due to drydock and any days paid for in advance. Upon adoption of ASU 2016-02 Leases (ASC 842) on January 1, 2019, the full amounts due under bareboat charter-ins and office and other space leases and lease component of the amounts due under time charter-ins are discounted and reflected on the Company’s consolidated condensed balance sheet as lease liabilities with corresponding right of use asset balances.

 

(5)Represents the Company’s commitments for the purchase and installation of ballast water treatment systems on 13 vessels and the purchase and installation of scrubbers on 10 of its VLCC tankers. In addition, the Company is party to agreements granting INSW the option to purchase additional ballast water treatment systems for installation between 2019 and 2021. If exercised, these options could increase the Company’s commitments by up to approximately $14,000. The Company’s ability to exercise the options expires between May 2019 and December 2020.

 

Risk Management:

 

The Company is exposed to market risk from changes in interest rates, which could impact its results of operations and financial condition. The Company manages this exposure to market risk through its regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. To manage its interest rate risk in a cost-effective manner, the Company, from time-to-time, enters into interest rate swap or cap agreements, in which it agrees to exchange various combinations of fixed and variable interest rates based on agreed upon notional amounts or to receive payments if floating interest rates rise above a specified cap rate. The Company uses such derivative financial instruments as risk management tools and not for speculative or trading purposes. In addition, derivative financial instruments are entered into with a diversified group of major financial institutions in order to manage exposure to nonperformance on such instruments by the counterparties.

 

The Company is party to an Interest Rate Cap agreement with a major financial institution covering a notional amount of $350,000 to limit the floating interest rate exposure associated with the 2017 Term Loan Facility. The Interest Rate Cap agreement contains no leverage features and has a cap rate of 2.605% through the termination date of December 31, 2020. Additionally, the Company is party to an Interest Rate Swap agreement with a major financial institution covering the entire currently outstanding notional amount of the Sinosure Credit Facility. The Interest Rate Swap agreement contains no leverage features and has a fixed rate of 2.99% through the termination date of March 21, 2022.

 

  40

 

 

INTERNATIONAL SEAWAYS, INC.

 

Available Information

 

The Company makes available free of charge through its internet website, www.intlseas.com, its Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the Securities and Exchange Commission.

 

The public may also read and copy any materials the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E. Washington D.C. 20549 (information on the operation of the Public Reference Room is available by calling the SEC at 1-800-SEC-0330). The SEC also maintains a web site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at https://www.sec.gov.

 

The Company also makes available on its website, its corporate governance guidelines, its code of business conduct and ethics, insider trading policy, anti-bribery and corruption policy and charters of the Audit Committee, the Human Resources and Compensation Committee and the Corporate Governance and Risk Assessment Committee of the Board of Directors. Neither our website nor the information contained on that site, or connected to that site, is incorporated by reference into this Quarterly Report on Form 10-Q.

  

Controls and Procedures

 

As of the end of the period covered by this Quarterly Report on Form 10-Q, 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 Exchange Act. Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s current disclosure controls and procedures were effective as of March 31, 2019 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.

 

Changes in Internal Control over Financial Reporting

 

There was no change in the Company’s internal control over financial reporting during the three months ending March 31, 2019 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

  41

 

 

INTERNATIONAL SEAWAYS, INC.

 

PART II – OTHER INFORMATION

 

Item 1.Legal Proceedings

 

See Note 16, “Contingencies,” to the accompanying condensed consolidated financial statements for a description of the current legal proceedings, which is incorporated by reference in this Part II, Item 1.

 

Item 1A.Risk Factors

 

In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our 2018 Form 10-K. The risks described in that document are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. There have been no material changes in our risk factors from those disclosed in our 2018 Form 10-K.

  

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

 

The Company renewed its $30,000 stock repurchase plan in March 2019. No stock repurchases were made in the first quarter of 2019 (excluding shares withheld to cover tax withholding liabilities relating to the vesting of outstanding restricted stock units held by certain members of management).  In addition, in January 2019 the Company initiated an at-the-market equity distribution program, but did not receive any proceeds in respect of sales under that program in the first quarter of 2019.  See Note 12, “Capital Stock and Stock Compensation” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Sources, Uses and Management of Capital,” respectively, for additional information about the stock repurchase plan and the equity distribution program.

 

  42

 

 

INTERNATIONAL SEAWAYS, INC.

  

Item 4.Mine Safety Disclosures

 

Not applicable.

 

Item 5.Other Information

 

Not applicable.

 

Item 6.Exhibits

 

See Exhibit Index on page 45.

 

  43

 

 

INTERNATIONAL SEAWAYS, INC.

 

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 thereunto duly authorized.

 

  INTERNATIONAL SEAWAYS, INC.
  (Registrant)
   
Date:  May 9, 2019 /s/ Lois K. Zabrocky
  Lois K. Zabrocky
  Chief Executive Officer
   
Date:  May 9, 2019 /s/ Jeffrey D. Pribor
  Jeffrey D. Pribor
  Chief Financial Officer

 

  44

 

 

INTERNATIONAL SEAWAYS, INC.

 

EXHIBIT INDEX

 

10.1   Amendment No. 5 to Ms. Zabrocky’s Employment Agreement (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated April 5, 2019 and incorporated herein by reference).
     
10.2   Amendment No. 1 to Mr. Pribor’s Employment Agreement (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated April 5, 2019 and incorporated herein by reference).
     
10.3   Amendment No. 3 to Mr. Oshodi’s Employment Agreement (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K dated April 5, 2019 and incorporated herein by reference).
     
10.4*   Second Amendment, dated as of June 14, 2018, to the Credit Agreement dated as of June 22, 2017, among the Registrant, OIN Delaware LLC, International Seaways Operating Corporation and certain of its subsidiaries as other guarantors, various lenders, Jefferies Finance LLC and JP Morgan Chase Bank, N.A., as joint lead arrangers, UBS Securities LLC, as joint bookrunner, DNB Markets Inc., Fearnley Securities AS, Pareto Securities Inc. and Skandinaviska Enskilda Banken AB (Publ) as co-managers, Jefferies Finance LLC, as administrative agent, syndication agent, collateral agent and mortgage trustee.
     
10.5   Consent letter dated March 1, 2019, relating to the Sinosure Credit Facility (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated March 7, 2019 and incorporated herein by reference).
     
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.
     
EX-101.INS   XBRL Instance Document
     
EX-101.SCH   XBRL Taxonomy Extension Schema
     
EX-101.CAL   XBRL Taxonomy Extension Calculation Linkbase
     
EX-101.DEF   XBRL Taxonomy Extension Definition Linkbase
     
EX-101.LAB   XBRL Taxonomy Extension Label Linkbase
     
EX-101.PRE   XBRL Taxonomy Extension Presentation Linkbase

 

*Refiled herewith

 

  45

(Back To Top)

Section 2: EX-10.4 (EXHIBIT 10.4)

 

Exhibit 10.4

 

Execution Version

 

SECOND AMENDMENT TO CREDIT AGREEMENT

 

This SECOND AMENDMENT to the Credit Agreement referred to below, dated as of June 14, 2018 (this “Second Amendment”), by and among International Seaways, Inc., a Marshall Islands corporation (“Holdings”), International Seaways Operating Corporation, a Marshall Islands corporation (the “Administrative Borrower”), OIN Delaware LLC, a Delaware limited liability company (the “Co-Borrower” and, together with the Administrative Borrower, the “Borrowers”), the other Guarantors (as defined in the Credit Agreement referred to below) party hereto, the Lenders (as defined in the Credit Agreement referred to below) party hereto, and Jefferies Finance LLC, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders. Capitalized terms used herein but not otherwise defined in this Second Amendment have the same meanings as specified in the Credit Agreement referenced below, as amended by this Second Amendment.

 

RECITALS

 

WHEREAS, the Borrowers, Holdings, the other Guarantors from time to time party thereto, the several Lenders from time to time party thereto, the Administrative Agent and the other parties thereto have entered into that certain Credit Agreement, dated as of June 22, 2017 (as amended, restated, supplemented or otherwise modified prior to the date hereof, including pursuant to that certain First Amendment to Credit Agreement, dated as of July 24, 2017, the “Credit Agreement”); and

 

WHEREAS, the Borrowers, Holdings, the other Guarantors, each Lender party hereto and the Administrative Agent have agreed to amend the Credit Agreement as hereinafter set forth;

 

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

SECTION 1.          Amendments to Credit Agreement. The Credit Agreement is, effective as of the Second Amendment Effective Date, and subject to the satisfaction of the conditions precedent set forth in Section 3 below, hereby amended by (i) deleting the stricken text (indicated textually in the same manner as the following example: stricken text), and (ii) adding the double underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the amended Credit Agreement attached hereto as Exhibit A.

 

SECTION 2.           Representations and Warranties. In order to induce the Lenders party hereto to enter into this Second Amendment and to amend the Credit Agreement in the manner provided herein, each Loan Party hereby represents and warrants that:

 

(a)       the representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of the Second Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of such earlier date).

 

(b)       both before and after giving effect to this Second Amendment, no Default or Event of Default shall have occurred and be continuing; and

 

 

 

 

(c)       this Second Amendment has been duly authorized, executed and delivered by each Loan Party party hereto and each of this Second Amendment and the Credit Agreement, as amended hereby, constitutes a legal, valid and binding obligation, enforceable against each Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

 

SECTION 3.          Conditions of Effectiveness. The effectiveness of this Second Amendment (including the amendments contained in Section 1 hereof) are subject to the satisfaction of the following conditions (the date of satisfaction of such conditions being referred to herein as the “Second Amendment Effective Date”):

 

(a)       this Second Amendment shall have been duly executed by the Borrowers, Holdings, each other Guarantor, the Lenders constituting the Required Lenders (calculated immediately prior to the making of the Second Amendment Prepayment described below) and the Administrative Agent (which may include a copy transmitted by facsimile or PDF or other electronic method), and delivered to the Administrative Agent;

 

(b)       (i) prior to the Second Amendment Effective Date the Borrowers shall have made a Discounted Prepayment Offer to prepay (the “Second Amendment Prepayment Offer” and the principal amount of such Second Amendment Prepayment Offer being the “Second Amendment Prepayment Offer Amount”) Term Loans in an aggregate principal amount of not less than $60,000,000 in connection with the effectiveness of this Second Amendment in accordance with Section 2.22 of the Credit Agreement (as amended hereby), together with a premium equal to 1.00% of the aggregate principal amount of Terms Loan so prepaid (the “Second Amendment Prepayment Premium”), and shall have specified a settlement date for such Second Amendment Prepayment Offer of not later than the Second Amendment Effective Date and (ii) on or prior to the Second Amendment Effective Date, the Borrowers shall have settled the Second Amendment Prepayment Offer in accordance with Section 2.22 of the Credit Agreement (as amended hereby) and prepaid (or shall prepay substantially concurrently with the effectiveness of this Second Amendment) at an amount not less than the principal amount of Term Loans of all Lenders accepting such Second Amendment Prepayment Offer in an aggregate principal amount not exceeding the Second Amendment Prepayment Offer Amount (such settlement and prepayment, the “Second Amendment Prepayment”), the Second Amendment Prepayment Premium on such prepaid Term Loans and all accrued and unpaid interest, if any, on such prepaid Term Loans up to the settlement date of such prepayment, which Second Amendment Prepayment and the payment of such Second Amendment Prepayment Premium and of accrued and unpaid interest relating thereto may be funded with the cash proceeds of the Permitted Holdings Unsecured Second Amendment Debt;

 

(c)       the Borrowers shall have paid (or shall pay substantially concurrently with the effectiveness of this Second Amendment), by wire transfer of immediately available funds, to the Administrative Agent, for the benefit of each Lender that executes a counterpart hereof and delivers a copy of same to the Administrative Agent by no later than 12:00 noon, New York City time, on May 9, 2018, a consent fee in an amount equal to 1.00% of the aggregate principal amount of all Term Loans held by each such Lender on the Second Amendment Effective Date (but, for this purpose, calculated immediately after giving effect to the Second Amendment Prepayment (to the extent accepted by the respective Lenders) that is to occur substantially concurrently with the occurrence of the Second Amendment Effective Date), it being understood and agreed that the consent fee described in this clause (c) shall only be payable if the Second Amendment Effective Date occurs;

 

 2 

 

 

(d)       the Borrowers shall have paid all other costs, fees, expenses and other amounts due and payable pursuant to the Loan Documents and any other fee due and payable to the Administrative Agent or any affiliate thereof as may have been separately agreed to by the Borrowers and the Administrative Agent or such affiliate in connection with this Second Amendment, including the reasonable fees and expenses of White & Case LLP;

 

(e)       the Administrative Agent and the Mortgage Trustee shall have received, in each case in form and substance reasonably satisfactory to the Administrative Agent and the Mortgage Trustee, an amendment to each Collateral Vessel Mortgage duly executed by the owner of the relevant Collateral Vessel giving effect to this Second Amendment, and evidence that such amendment has been duly recorded in accordance with the laws of the Applicable Flag Jurisdiction;

 

(f)       (i) all representations and warranties set forth in Section 2 of this Second Amendment shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of the Second Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of such earlier date), (ii) no Default shall have occurred and be continuing or would occur after giving effect to this Second Amendment, and (iii) the Administrative Agent shall have received an Officer’s Certificate of the Administrative Borrower, dated the Second Amendment Effective Date, certifying compliance with the preceding clauses (i) and (ii);

 

(g)       Holdings shall have incurred or issued at least $50,000,000 in Permitted Holdings Unsecured Second Amendment Debt and shall have contributed the Net Cash Proceeds from the first $50,000,000 of such incurrence or issuance to the Administrative Borrower as a cash common equity contribution; and

 

(h)       simultaneously with the effectiveness of this Second Amendment, the supplemental agreement to the Sinosure Agreement and the related amending and restating deed, in each case necessary to permit the SPV VLCC Transactions, shall be effective.

 

SECTION 4.            Effects on Loan Documents.

 

(a)       Except as specifically amended herein or contemplated hereby, all Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

 

(b)       The execution, delivery and effectiveness of this Second Amendment shall not operate as a waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Lenders or any Agent under the Loan Documents.

 

(c)       (i) Each Loan Party acknowledges and agrees that, on and after the Second Amendment Effective Date, this Second Amendment shall constitute a Loan Document for all purposes of the Credit Agreement (as amended by this Second Amendment) and (ii) each Loan Party hereby (A) agrees that all Obligations shall be guaranteed pursuant to the Guarantees in accordance with the terms and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, and that, notwithstanding the effectiveness of this Second Amendment, on and after the Second Amendment Effective Date, the Guarantees and the Liens created pursuant to the Security Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, in each case after giving effect to this Second Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Second Amendment.

 

 3 

 

 

(d)       On and after the Second Amendment Effective Date, each reference in the Credit Agreement (as amended by this Second Amendment) to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Second Amendment, and this Second Amendment and the Credit Agreement as amended by this Second Amendment shall be read together and construed as a single instrument.

 

(e)       Nothing herein shall be deemed to entitle the Borrowers, Holdings nor the other Guarantors to a further consent to, or a further waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement as amended by this Second Amendment or any other Loan Document in similar or different circumstances.

 

SECTION 5.           Expense Reimbursement and Indemnification. Each Borrower hereby confirms that the expense reimbursement and indemnification provisions set forth in Section 11.03 of the Credit Agreement as amended by this Second Amendment shall apply to this Second Amendment and the transactions contemplated hereby.

 

SECTION 6.            Amendments; Severability.

 

(a)       This Second Amendment, (i) prior to the Second Amendment Effective Date, may not be amended except by an instrument in writing signed by the Loan Parties, the Administrative Agent and the Lenders and (ii) after the Second Amendment Effective Date, may not be amended nor may any provision hereof be waived except in accordance with the provisions of Section 11.02 of the Credit Agreement.

 

(b)       To the extent any provision of this Second Amendment is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in such jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this Second Amendment in any jurisdiction.

 

SECTION 7.           Governing Law; Waiver of Jury Trial; Jurisdiction. THIS SECOND AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS SECOND AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAW OF THE STATE OF NEW YORK. The provisions of Sections 11.09(b), 11.09(c), 11.09(d) and 11.10 of the Credit Agreement as amended by this Second Amendment are incorporated herein by reference, mutatis mutandis.

 

SECTION 8.           Headings. Section headings in Second Amendment are included herein for convenience of reference only, are not part of this Second Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Second Amendment.

 

 4 

 

 

SECTION 9.            Counterparts. This Second Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Signatures delivered by facsimile or PDF or other electronic means shall have the same force and effect as manual signatures delivered in person.

 

[Remainder of page intentionally left blank.]

 

 5 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.

 

  HOLDINGS:
     
  INTERNATIONAL SEAWAYS, INC.
     
  By: /s/ Lois K. Zabrocky
    Name: Lois K. Zabrocky
    Title:   President and Chief Executive Officer
     
  BORROWERS:
     
  INTERNATIONAL SEAWAYS OPERATING CORPORATION
     
  By: /s/ Lois K. Zabrocky
    Name: Lois K. Zabrocky
    Title:   President
     
  OIN DELAWARE LLC
     
  By: /s/ Lois K. Zabrocky
    Name: Lois K. Zabrocky
    Title:   Manager

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

  

 

GUARANTORS:

 

1372 TANKER CORPORATION

AFRICA TANKER CORPORATION

ALCESMAR LIMITED

ALCMAR LIMITED

AMALIA PRODUCT CORPORATION

AMBERMAR PRODUCT CARRIER CORPORATION

ANDROMAR LIMITED

ANTIGMAR LIMITED

ARIADMAR LIMITED

ATALMAR LIMITED

ATHENS PRODUCT TANKER CORPORATION

AURORA SHIPPING CORPORATION

BATANGAS TANKER CORPORATION

CABO HELLAS LIMITED

CABO SOUNION LIMITED

CARIBBEAN TANKER CORPORATION

CARL PRODUCT CORPORATION

CONCEPT TANKER CORPORATION

DELTA AFRAMAX CORPORATION

EIGHTH AFRAMAX TANKER

CORPORATION

EPSILON AFRAMAX CORPORATION,

FIRST UNION TANKER CORPORATION

FRONT PRESIDENT INC.

GOLDMAR LIMITED
HATTERAS TANKER CORPORATION

JADEMAR LIMITED

KATSURA TANKER CORPORATION

KIMOLOS TANKER CORPORATION

KYTHNOS CHARTERING CORPORATION

LEYTE PRODUCT TANKER CORPORATION

LUXMAR PRODUCT TANKER CORPORATION

MAJESTIC TANKERS CORPORATION

MAPLE TANKER CORPORATION

MAREMAR PRODUCT TANKER CORPORATION

MILOS PRODUCT TANKER CORPORATION

MINDANAO TANKER CORPORATION

     
  By: /s/ Lois K. Zabrocky
    Name: Lois K. Zabrocky
    Title:   President

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

  

 

MONTAUK TANKER CORPORATION

OAK TANKER CORPORATION

OCEANIA TANKER CORPORATION

OIN CHARTERING, INC.

OSG CLEAN PRODUCTS INTERNATIONAL, INC.

OVERSEAS SHIPPING (GR) LTD.

PEARLMAR LIMITED

PETROMAR LIMITED

REYMAR LIMITED

RICH TANKER CORPORATION

ROSALYN TANKER CORPORATION

ROSEMAR LIMITED

RUBYMAR LIMITED

SAKURA TRANSPORT CORP.

SAMAR PRODUCT TANKER CORPORATION

SERIFOS TANKER CORPORATION

SEVENTH AFRAMAX TANKER CORPORATION

SHIRLEY AFRAMAX CORPORATION

SIFNOS TANKER CORPORATION

SILVERMAR LIMITED

SIXTH AFRAMAX TANKER CORPORATION

SKOPELOS PRODUCT TANKER CORPORATION

STAR CHARTERING CORPORATION

THIRD UNITED SHIPPING CORPORATION

TOKYO TRANSPORT CORP.

URBAN TANKER CORPORATION

VIEW TANKER CORPORATION

     
  By: /s/ Lois K. Zabrocky
    Name: Lois K. Zabrocky
    Title:   President
     
  INTERNATIONAL SEAWAYS SHIP MANAGEMENT LLC
     
  By: /s/ Lois K. Zabrocky
    Name: Lois K. Zabrocky
    Title:   President, Chief Executive Officer and Manager
     
  LIGHTERING LLC
     
  By: /s/ Lois K. Zabrocky
    Name: Lois K. Zabrocky
    Title:   Senior Vice President and Manager

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  OSG SHIP MANAGEMENT (UK) LTD.
     
  By: /s/ Lois K. Zabrocky
    Name:   Lois K. Zabrocky
    Title:     Director
     
  JEFFERIES FINANCE LLC, as Administrative Agent and as a Lender
     
  By: /s/ J.R. Young
    Name:   J.R. Young
    Title:     Senior Vice President

 

  APEX CREDIT CLO 2018 LTD.,
as Lender
     
  By: /s/ Andrew Stern
    Name: Andrew Stern
    Title: Managing Director
   
  APEX CREDIT CLO 2015-II LTD.,
as Lender
   
  By: Apex Credit Partners, its Asset Manager
     
  By: /s/ Andrew Stern
    Name: Andrew Stern
    Title: Managing Director
   
  APEX CREDIT CLO 2016 LTD., as Lender
     
  By: Apex Credit Partners, its Asset Manager
     
  By: /s/ Andrew Stern
    Name: Andrew Stern
    Title: Managing Director

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  APEX CREDIT CLO 2017 LTD., as Lender
   
  By: Apex Credit Partners, its Asset Manager
     
  By: /s/ Andrew Stern
    Name: Andrew Stern
    Title: Managing Director
   
  APEX CREDIT CLO 2017-II LTD., as Lender
     
  By: Credit Partners LLC
     
  By: /s/ Andrew Stern
    Name: Andrew Stern
    Title: Managing Director
   
  ATRIUM IX, as Lender
     
  By: Credit Suisse Asset Management, LLC, as Portfolio Manager
     
  By: /s/ Louis Farano
    Name: Louis Farano
    Title: Managing Director
   
  ATRIUM VIII, as Lender
     
  By: Credit Suisse Asset Management, LLC, as Portfolio Manager
     
  By: /s/ Louis Farano
    Name: Louis Farano
    Title: Managing Director

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  ATRIUM XI, as Lender
     
  By: Credit Suisse Asset Management, LLC, as Portfolio Manager
     
  By: /s/ Louis Farano
    Name: Louis Farano
    Title: Managing Director
   
  ATRIUM XII, as Lender
     
  By: Credit Suisse Asset Management, LLC, as Portfolio Manager
     
  By: /s/ Louis Farano
    Name: Louis Farano
    Title: Managing Director
   
  ATRIUM XIII, as Lender
     
  By: Credit Suisse Asset Management, LLC, as Portfolio Manager
     
  By: /s/ Louis Farano
    Name: Louis Farano
    Title: Managing Director
   
  BENEFIT STRET PARTNERS CLO II, LTD.,
as Lender
     
  By: /s/ Todd Marsh
    Name: Todd Marsh
    Title: Authorized Signer

  

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  BENEFIT STRET PARTNERS CLO V, LTD.,
as Lender
     
  By: /s/ Todd Marsh
    Name: Todd Marsh
    Title: Authorized Signer
   
  BENEFIT STRET PARTNERS CLO VI, LTD.,
as Lender
     
  By: /s/ Todd Marsh
    Name: Todd Marsh
    Title: Authorized Signer
   
  BENEFIT STRET PARTNERS CLO VII, LTD.,
as Lender
     
  By: /s/ Todd Marsh
    Name: Todd Marsh
    Title: Authorized Signer
   
  BENEFIT STRET PARTNERS CLO VIII, LTD.,
as Lender
     
  By: /s/ Todd Marsh
    Name: Todd Marsh
    Title: Authorized Signer
   
  BENEFIT STRET PARTNERS CLO X, LTD.,
as Lender
     
  By: /s/ Todd Marsh
    Name: Todd Marsh
    Title: Authorized Signer
   
  BENEFIT STRET PARTNERS CLO XI, LTD.,
as Lender
     
  By: /s/ Todd Marsh
    Name: Todd Marsh
    Title: Authorized Signer

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  BENEFIT STRET PARTNERS CLO XIV, LTD.,
as Lender
     
  By: /s/ Todd Marsh
    Name: Todd Marsh
    Title: Authorized Signer
   
  BLACK DIAMOND CLO 2013-1 LTD.,
as Lender
     
  By: Black Diamond CLO 2013-1 Adviser, L.L.C. as its Collateral Manager
     
  By: /s/ Stephen H. Deckoff
    Name: Stephen H. Deckoff
    Title: Managing Principal
   
  BLACK DIAMOND CLO 2014-1 LTD.,
as Lender
     
  By: Black Diamond CLO 2014-1 Adviser, L.L.C. as its Collateral Manager
     
  By: /s/ Stephen H. Deckoff
    Name: Stephen H. Deckoff
    Title: Managing Principal
   
  BLACK DIAMOND CLO 2015-1 DESIGNATED ACTIVITY COMPANY, as Lender
     
  By: Black Diamond CLO 2015-1 Adviser, L.L.C. as its Collateral Manager
     
  By: /s/ Stephen H. Deckoff
    Name: Stephen H. Deckoff
    Title: Managing Principal
   

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  BLACK DIAMOND CLO 2016-1 LTD.,
as Lender
     
  By: Black Diamond CLO 2016-1 Adviser, L.L.C. as its Collateral Manager
     
  By: /s/ Stephen H. Deckoff
    Name: Stephen H. Deckoff
    Title: Managing Principal
   
  BLACK DIAMOND CLO 2017-1 LTD., as Lender
     
  By: Black Diamond CLO 2017-1 Adviser, L.L.C. as its Collateral Manager
     
  By: /s/ Stephen H. Deckoff
    Name: Stephen H. Deckoff
    Title: Managing Principal
   
  BLACK DIAMOND CLO 2017-2 DESIGNATED ACTIVITY COMPANY, as Lender
     
  By: Black Diamond CLO 2017-2 Adviser, L.L.C. as its Collateral Manager
     
  By: /s/ Stephen H. Deckoff
    Name: Stephen H. Deckoff
    Title: Managing Principal
   
  BLUE CROSS OF IDAHO HEALTH SERVICE, INC., as Lender
     
  By: Seix Investment Advisors LLC, as Investment Manager
     
  By: /s/ George Goudelias
    Name: George Goudelias
    Title: Managing Principal
   

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM, as Lender
     
  By: Credit Suisse Asset Management, LLC, as investment manager
     
  By: /s/ Louis Farano
    Name: Louis Farano
    Title: Managing Principal
   
  CANYON CAPITAL CLO 2012-1, LTD.,
as Lender
     
  BY: Canyon Capital Advisors LLC, its Collateral Manager
     
  By: /s/ Jonathan M. Kaplan
    Name: Jonathan M. Kaplan
    Title: Authorized Signatory
   
  CANYON CAPITAL CLO 2014-1, LTD.,
as Lender
     
  BY: Canyon Capital Advisors LLC, its Collateral Manager
     
  By: /s/ Jonathan M. Kaplan
    Name: Jonathan M. Kaplan
    Title: Authorized Signatory
   
  CANYON CAPITAL CLO 2014-2, LTD.,
as Lender
     
  By: Canyon Capital Advisors LLC, its Collateral Manager
     
  By: /s/ Jonathan M. Kaplan
    Name: Jonathan M. Kaplan
    Title: Authorized Signatory

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  CANYON CAPITAL CLO 2015-1, LTD.,
as Lender
     
  By: Canyon Capital Advisors LLC, its Collateral Manager
     
  By: /s/ Jonathan M. Kaplan
    Name: Jonathan M. Kaplan
    Title: Authorized Signatory
   
  CANYON CAPITAL CLO 2016-1, LTD.,
as Lender
     
  By: Canyon CLO Advisors LLC, its Collateral Manager
     
  By: /s/ Jonathan M. Kaplan
    Name: Jonathan M. Kaplan
    Title: Authorized Signatory
   
  CANYON CAPITAL CLO 2016-2, LTD.,
as Lender
     
  By: Canyon CLO Advisors LLC, its Collateral Manager
     
  By: /s/ Jonathan M. Kaplan
    Name: Jonathan M. Kaplan
    Title: Authorized Signatory
   
  CANYON CAPITAL CLO 2017-1, LTD.,
as Lender
     
  By: Canyon CLO Advisors LLC, its Collateral Manager
     
  By: /s/ Jonathan M. Kaplan
    Name: Jonathan M. Kaplan
    Title: Authorized Signatory

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  CITI LOAN FUNDING BR 534 LLC,
as Lender
     
  By: Citibank, N.A.
     
  By: /s/ Cynthia Gonzalvo
    Name: Cynthia Gonzalvo
    Title: Associate Director
   
  CITI LOAN FUNDING BR MUST LLC,
as Lender
     
  By: Citibank, N.A.
     
  By: /s/ Cynthia Gonzalvo
    Name: Cynthia Gonzalvo
    Title: Associate Director
   
  BCA LOAN FUNDING LLC,
as Lender
     
  By: Citibank, N.A.
     
  By: /s/ Cynthia Gonzalvo
    Name: Cynthia Gonzalvo
    Title: Associate Director
   
  CITY NATIONAL ROCHDALE FIXED INCOME OPPORTUNITIES FUND,
as Lender
     
  By: Seix Investment Advisors LLC, as Subadviser
     
  By: /s/ George Goudelias
    Name: George Goudelias
    Title: Managing Director
   

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  CORBIN OPPORTUNITY FUNDS, L.P.,
as Lender
     
  By: Corbin Capital Partner, L.P., its investment manager
     
  By: /s/ Daniel Friedman
    Name: Daniel Friedman
    Title: General Counsel
   
  GLENDON OPPORTUNITIES FUND, LP,
as Lender
     
  By: /s/ Brian Lanktree
    Name: Brian Lanktree
    Title: Principal & Head Trader, Glendon Capital Management, LP
   
  ALTAIR GLOBAL CREDIT OPPORTUNITIES FUND (A), LLC,
as Lender
     
  By: /s/ Brian Lanktree
    Name: Brian Lanktree
    Title: Principal & Head Trader, Glendon Capital Management, LP
   
  CORNELL UNIVERSITY,
as Lender
     
  By: /s/ Brian Lanktree
    Name: Brian Lanktree
    Title: Principal & Head Trader, Glendon Capital Management, LP

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  CREDIT SUISSE FLOATING RATE TRUST,
as Lender
     
  By: Credit Suisse Asset Management, LLC, as its Investment Manager
     
  By: /s/ Louis Farano
    Name: Louis Farano
    Title: Managing Director
   
  CREDIT SUISSE STRATEGIC INCOME FUND,
as Lender
     
  By: Credit Suisse Asset Management, LLC, as its Investment Advisor
     
  By: /s/ Louis Farano
    Name: Louis Farano
    Title: Managing Director
   
  CVP CASCADE CLO-1 LTD.,
as Lender
     
  By: CVP CLO Manager, LLC as Investment Manager
     
  By: /s/ Joseph Matteo
    Name: Joseph Matteo
    Title: Portfolio Manager
   
  CVP CASCADE CLO-2 LTD.,
as Lender
     
  By: CVP CLO Manager, LLC as Investment Manager
     
  By: /s/ Joseph Matteo
    Name: Joseph Matteo
    Title: Portfolio Manager

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  CVP CLO 2017-1 LTD.,
as Lender
     
  By: CVP CLO Advisors, LLC as Investment Manager
     
  By: /s/ Joseph Matteo
    Name: Joseph Matteo
    Title: Partner
   
  CVP CLO 2017-2 LTD.,
as Lender
     
  By: CVP CLO Advisors, LLC as Investment Manager
     
  By: /s/ Joseph Matteo
    Name: Joseph Matteo
    Title: Partner
   
  DOLLAR SENIOR LOAN FUND, LTD.,
as Lender
     
  By: Credit Suisse Asset Management, LLC, as Investment Manager
     
  By: /s/ Louis Farano
    Name: Louis Farano
    Title: Managing Director
   
  ELLINGTON CLO management LLC
ON BEHALF OF:
ELLINGTON CLO I, LTD.
ELLINGTON CLO II, LTD.
ELLINGTON CLO III, LTD.,
as Lender
     
  By: /s/ Mark Heron
    Name: Mark Heron
    Title: Portfolio Manager
   

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  ERIE INDEMNITY COMPANY,
as Lender
     
  By: Credit Suisse Asset Management, LLC, as Investment Manager
     
  By: /s/ Louis Farano
    Name: Louis Farano
    Title: Managing Director
   
  ERIE INSURANCE EXCHANGE,
as Lender
     
  By: Credit Suisse Asset Management, LLC., as its Investment Manager For Erie Indemnity Company, as Attorney-In-Fact For Erie Insurance Exchange
     
  By: /s/ Louis Farano
    Name: Louis Farano
    Title: Managing Director
   
  FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND,
as Lender
     
  By: /s/ Colm Hogan
    Name: Colm Hogan
    Title: Authorized Signatory
       
  ADVANCED SERIES TRUST-AST FI PYRAMIS QUANTITATIVE PORTFOLIO, FIAM LLC,
     
  By: FIAM LLC as Investment Manager,
as Lender
     
  By: /s/ Daniel Campbell
    Name: Daniel Campbell
    Title: VP

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  FIDELITY FLOATING RATE HIGH INCOME INVESTMENT TRUST,
     
  By: For Fidelity Investments Canada ULC as Trustee Of Fidelity Floating Rate High Income Investment Trust, as Lender
     
  By: /s/ Colm Hogan
    Name: Colm Hogan
    Title: Authorized Signatory
   
  FIDELITY FLOATING RATE HIGH INCOME FUND
     
  By:

For Fidelity Investments Canada ULC as Trustee Of Fidelity Floating Rate High Income Fund, as Lender

     
  By: /s/ Colm Hogan
    Name: Colm Hogan
    Title: Authorized Signatory
   
  FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC: FIDELITY FLOATING RATE CENTRAL FUND,
as Lender
     
  By: /s/ Colm Hogan
    Name: Colm Hogan
    Title: Authorized Signatory
   
  FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC: FIDELITY HIGH INCOME CENTRAL FUND 2,
as Lender
     
  By: /s/ Colm Hogan
    Name: Colm Hogan
    Title: Authorized Signatory

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  FIAM FLOATING RATE HIGH INCOME COMMINGLED POOL
     
  By: Fidelity Institutional Asset Management Trust Company, as Lender
     
  By: /s/ Colm Hogan
    Name: Colm Hogan
    Title: Authorized Signatory
   
  FIAM LEVERAGED LOAN, LP
     
  By: FIAM LLC as Investment Manager, as Lender
     
  By: /s/ Daniel Campbell
    Name: Daniel Campbell
    Title: VP
     
  FIDELITY SUMMER STREET TRUST: FIDELITY SERIES FLOATING RATE HIGH INCOME FUND,
as Lender
     
  By: /s/ Colm Hogan
    Name: Colm Hogan
    Title: Authorized Signatory
     
  FIDELITY SUMMER STREET TRUST: FIDELITY SERIES HIGH INCOME FUND,
as Lender
     
  By: /s/ Colm Hogan
    Name: Colm Hogan
    Title: Authorized Signatory
     
  FIDELITY SUMMER STREET TRUST: FIDELITY HIGH INCOME FUND,
as Lender
     
  By: /s/ Colm Hogan
    Name: Colm Hogan
    Title: Authorized Signatory

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  FIDELITY INCOME FUND: FIDELITY TOTAL BOND FUND,
as Lender
     
  By: /s/ Colm Hogan
    Name: Colm Hogan
    Title: Authorized Signatory
   
  FIDELITY QUALIFYING INVESTOR FUNDS PLC
     
  By: FIAM LLC as Sub Advisor, as Lender
     
  By: /s/ Daniel Campbell
    Name: Daniel Campbell
    Title: VP
   
  VARIABLE INSURANCE PRODUCTS FUND: FLOATING RATE HIGH INCOME PORTFOLIO,
as Lender
     
  By: /s/ Colm Hogan
    Name: Colm Hogan
    Title: Authorized Signatory
   
  FIGUEROA CLO 2013-2, LTD,
as Lender
     
  By: TCW Asset Management Company as Investment Manager
     
  By: /s/ Nora Olan
    Name: Nora Olan
    Title: Senior Vice President
   
  If Second Signature is Required:
   
  By: /s/ Ryan Gable
    Name: Ryan Gable
    Title: Senior Vice President

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  FIGUEROA CLO 2014-1, LTD,
as Lender
     
  By: TCW Asset Management Company as Investment Manager
     
  By: /s/ Nora Olan
    Name: Nora Olan
    Title: Senior Vice President
   
  If Second Signature is Required:
   
  By: /s/ Ryan Gable
    Name: Ryan Gable
    Title: Senior Vice President
   
  FLATIRON FUNDING II, LLC,
as Lender
     
  By: /s/ Gregg Bresner
    Name: Gregg Bresner
    Title: President and CIO
   
  NEBRASKA INVESTMENT COUNCIL,
as Lender
     
  By: /s/ Hague Van Dillen
    Name: Hague Van Dillen
    Title: Authorized Signer
   
  KANSAS PUBLIC EMPLOYEES RETIRMENT SYSTEM,
as Lender
     
  By: /s/ Hague Van Dillen
    Name: Hague Van Dillen
    Title: Authorized Signer

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  FRANKLIN TEMPLETPN SERIES II FUNDS - FRANKLIN FLOATING RATE II FUND,
as Lender
     
  By: /s/ Madeline Lam
    Name: Madeline Lam
    Title: Vice President
     
  FRANKLIN FLOATING RATE MASTER TRUST - FRANKLIN FLOATING RATE MASTER SERIES,
as Lender
     
  By: /s/ Madeline Lam
    Name: Madeline Lam
    Title: Vice President
     
  FRANKLIN INVESTORS SECURITIES TRUST - FRANKLIN FLOATING RATE DAILY ACCESS FUND,
as Lender
     
  By: /s/ Madeline Lam
    Name: Madeline Lam
    Title: Vice President
     
  COMMONWEALTH FIXED  INTEREST FUND 17,
as Lender
     
  By: /s/ Hague Van Dillen
    Name: Hague Van Dillen
    Title: Authorized Signer
     
  FRANKLIN FLOATING RATE MASTER TRUST - FRANKLIN LOWER TIER FLOATING RATE FUND,
as Lender
     
  By: /s/ Hague Van Dillen
    Name: Hague Van Dillen
    Title: Authorized Signer

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  FRANKLIN STRATEGIC SERIES-FRANKLIN STRATEGIC INCOME FUND,
as Lender
     
  By: /s/ Hague Van Dillen
    Name: Hague Van Dillen
    Title: Authorized Signer
   
  FRANKLIN STRATEGIC INCOME FUND (CANADA),
as Lender
     
  By: /s/ Hague Van Dillen
    Name: Hague Van Dillen
    Title: Authorized Signer
   
  FRANKLIN TEMPLETON VARIABLE INSURANCE TRUST-FRANKLIN STRATEGIC INCOME VIP FUND,
as Lender
     
  By: /s/ Hague Van Dillen
    Name: Hague Van Dillen
    Title: Authorized Signer
   
  FRANKLIN INVESTORS SECURITIES TRUST-FRANKLIN LOW DURATION TOTAL RETURN FUND,
as Lender
     
  By: /s/ Hague Van Dillen
    Name: Hague Van Dillen
    Title: Authorized Signer
   
  government of guam retirement fund,
as Lender
     
  By: /s/ Sue Park
    Name: Sue Park
    Title: Managing Director

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  GRAHAM MACRO STRATEGIC LTD,
as Lender
     
  By: /s/ Paul Sedlack
    Name: Paul Sedlack
    Title: COO, Graham Capital Management, L.P. as Sole Director
   
  HOTCHKIS AND WILEY CAPITAL INCOME FUND,
as Lender
     
  By: /s/ Sue Park
    Name: Sue Park
    Title: Managing Director
   
  HOTCHKIS AND WILEY HIGH YIELD FUND FUND,
as Lender
     
  By: /s/ Sue Park
    Name: Sue Park
    Title: Managing Director
   
  JFIN CLO 2014-II LTD.,
as Lender
     
  By: Apex Credit Partners LLC, as Portfolio Manager
     
  By: /s/ Andrew Stern
    Name: Andrew Stern
    Title: Managing Director
   
  JFIN CLO 2015 LTD.,
as Lender
     
  By: Apex Credit Partners LLC, as Portfolio Manager
     
  By: /s/ Andrew Stern
    Name: Andrew Stern
    Title: Managing Director

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  JFIN CLO 2014-LTD,
as Lender
     
  By: Apex Credit Partners LLC, as Portfolio Manager
     
  By: /s/ Andrew Stern
    Name: Andrew Stern
    Title: Managing Director
   
  OZLM XVII, Ltd.,
as Lender
     
  By: OZ CLO Management LLC, its Collateral Manager
     
  By: /s/ Alesia J. Haas
    Name: Alesia J. Haas
    Title: CFO
   
  KP FIXED INCOME FUND,
as Lender
     
  By: Credit Suisse Asset Management, LLC, as Sub-Adviser For Callan Associates Inc., The Adviser For The KP Funds, The Trust For KP Fixed Income Fund
     
  By: /s/ Louis Farano
    Name: Louis Farano
    Title: Managing Director
   
  LIBERTY MUTUAL INSURANCE COMPANY,
as Lender
     
  By: /s/ Scott Russian
    Name: Scott Russian
    Title: Authorized Signatory

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  LIBERTY MUTUAL RETIREMENT PLAN MASTER TRUST, as Assignee,
as Lender
     
  By: Liberty Mutual Group Asset Management Inc. Acting For And On Behalf Of Liberty Mutual Retirement Plan Master Trust
     
  By: /s/ Scott Russian
    Name: Scott Russian
    Title: Authorized Signatory
   
  LINCOLN SQUARE FUNDING ULC,
as Lender
     
  By: /s/ Madonna Sequeira
    Name: Madonna Sequeira
    Title: Authorized Signatory
   
  LORD ABBETT BANK LOAN TRUST,
as Lender
     
  By: Lord Abbett & Co LLC, as Investment Manager
     
  By: /s/ Kearney Posner
    Name: Kearney Posner
    Title: Associate Portfolio Manager
   
  LORD ABBETT FLOATING RATE FUND LTD.,
as Lender
     
  By: Lord, Abbett & Co LLC, as Investment Manager
     
  By: /s/ Kearney Posner
    Name: Kearney Posner
    Title: Associate Portfolio Manager

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  LORD ABBETT INVESTMENT TRUST - LORD ABBETT FLOATING RATE FUND,
as Lender
     
  By: Lord Abbett & Co LLC, as Investment Manager
     
  By: /s/ Kearney Posner
    Name: Kearney Posner
    Title: Associate Portfolio Manager
   
  MADISON PARK FUNDING X, LTD.,
as Lender
     
  By: Credit Suisse Asset Management, LLC, as Portfolio Manager
     
  By: /s/ Louis Farano
    Name: Louis Farano
    Title: Managing Director
   
  MADISON PARK FUNDING XII, LTD.,
as Lender
     
  By: Credit Suisse Asset Management, LLC, as Portfolio Manager
     
  By: /s/ Louis Farano
    Name: Louis Farano
    Title: Managing Director
   
  MADISON PARK FUNDING XIV, LTD.,
as Lender
     
  By: Credit Suisse Asset Management, LLC, as Portfolio Manager
     
  By: /s/ Louis Farano
    Name: Louis Farano
    Title: Managing Director

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  MADISON PARK FUNDING XIX, LTD.,
as Lender
     
  By: Credit Suisse Asset Management, LLC, as Collateral Manager
     
  By: /s/ Louis Farano
    Name: Louis Farano
    Title: Managing Director
   
  MADISON PARK FUNDING XV, LTD.,
as Lender
     
  By: Credit Suisse Asset Management, LLC, as Portfolio Manager
     
  By: /s/ Louis Farano
    Name: Louis Farano
    Title: Managing Director
   
  MADISON PARK FUNDING XVI, LTD.,
as Lender
     
  By: Credit Suisse Asset Management, LLC, as Portfolio Manager
     
  By: /s/ Louis Farano
    Name: Louis Farano
    Title: Managing Director
   
  MADISON PARK FUNDING XVII, LTD.,
as Lender
     
  By: Credit Suisse Asset Management, LLC, as Portfolio Manager
     
  By: /s/ Louis Farano
    Name: Louis Farano
    Title: Managing Director

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  MADISON PARK FUNDING XVIII, LTD.,
as Lender
     
  By: Credit Suisse Asset Management, LLC, as Collateral Manager
     
  By: /s/ Louis Farano
    Name: Louis Farano
    Title: Managing Director
   
  MADISON PARK FUNDING XX, LTD.,
as Lender
     
  By: Credit Suisse Asset Management, LLC, as Portfolio Manager
     
  By: /s/ Louis Farano
    Name: Louis Farano
    Title: Managing Director
   
  MADISON PARK FUNDING XXI, LTD.,
as Lender
     
  By: Credit Suisse Asset Management, LLC, as Portfolio Manager
     
  By: /s/ Louis Farano
    Name: Louis Farano
    Title: Managing Director
   
  MADISON PARK FUNDING XXII, LTD.,
as Lender
     
  By: Credit Suisse Asset Management, LLC, as Portfolio Manager
     
  By: /s/ Louis Farano
    Name: Louis Farano
    Title: Managing Director

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  MADISON PARK FUNDING XXIII, LTD.,
as Lender
     
  By: Credit Suisse Asset Management, LLC, as Collateral Manager
     
  By: /s/ Louis Farano
    Name: Louis Farano
    Title: Managing Director
   
  MADISON PARK FUNDING XXIV, LTD.,
as Lender
     
  By: Credit Suisse Asset Management, LLC, as Collateral Manager
     
  By: /s/ Louis Farano
    Name: Louis Farano
    Title: Managing Director
   
  MADISON PARK FUNDING XXV, LTD.,
as Lender
     
  By: Credit Suisse Asset Management, LLC, as Collateral Manager
     
  By: /s/ Louis Farano
    Name: Louis Farano
    Title: Managing Director
   
  METROPOLITAN WEST FLOATING RATE INCOME FUND,
as Lender
     
  By: Metropolitan West Asset Management as Investment Manager
     
  By: /s/ Nora Olan
    Name: Nora Olan
    Title: Senior Vice President

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  If Second Signature is Required:
   
  By: /s/ Ryan Gable
    Name: Ryan Gable
    Title: Senior Vice President
   
  MOUNTAIN VIEW CLO 2013-1 LTD.,
as Lender
     
  By: Seix Investment Advisors LLC, as Collateral Manager
     
  By: /s/ George Goudelias
    Name: George Goudelias
    Title: Managing Director
   
  MOUNTAIN VIEW CLO 2014-1 LTD.,
as Lender
     
  By: Seix Investment Advisors LLC, as Collateral Manager
     
  By: /s/ George Goudelias
    Name: George Goudelias
    Title: Managing Director
   
  MOUNTAIN VIEW CLO 2016-1 LTD.,
as Lender
     
  By: Seix Investment Advisors LLC, as Collateral Manager
     
  By: /s/ George Goudelias
    Name: George Goudelias
    Title: Managing Director

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  MOUNTAIN VIEW CLO 2017-2 LTD.,
as Lender
     
  By: Seix Investment Advisors LLC, as Collateral Manager
     
  By: /s/ George Goudelias
    Name: George Goudelias
    Title: Managing Director
   
  MOUNTAIN VIEW CLO 2017-1 LTD.,
as Lender
     
  By: Seix Investment Advisors LLC, as Collateral Manager
     
  By: /s/ George Goudelias
    Name: George Goudelias
    Title: Managing Director
   
  MOUNTAIN VIEW CLO IX LTD.,
as Lender
     
  By: Seix Investment Advisors LLC, as Collateral Manager
     
  By: /s/ George Goudelias
    Name: George Goudelias
    Title: Managing Director
   
  MOUNTAIN VIEW CLO X LTD.,
as Lender
     
  By: Seix Investment Advisors LLC, as Collateral Manager
     
  By: /s/ George Goudelias
    Name: George Goudelias
    Title: Managing Director

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  MSD CREDIT OPPORTUNITY FUND,
as Lender
     
  By: /s/ Marcello Liguori
    Name: Marcello Liguori
    Title: Managing Director
   
  NASSAU 2017-I LTD,
as Lender
     
  By: /s/ Chris LaJaunie
    Name: Chris LaJaunie
    Title: Senior Analyst
   
  NASSAU 2017-II LTD.,
as Lender
     
  By: /s/ Chris LaJaunie
    Name: Chris LaJaunie
    Title: Senior Analyst
   
  NATIONAL ELECTRICAL BENEFIT FUND,
as Lender
     
  By: Lord Abbett & Co LLC, as Investment Manager
     
  By: /s/ Kearney Posner
    Name: Kearney Posner
    Title: Associate Portfolio Manager
   
  NATIONAL ELEVATOR INDUSTRY PENSION PLAN,
as Lender
     
  By: /s/ Sue Park
    Name: Sue Park
    Title: Managing Director
   

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  OHIO CASUALTY INSURANCE COMPANY,
as Lender
     
  By: /s/ Scott Russian
    Name: Scott Russian
    Title: Authorized Signatory
   
  ONE ELEVEN FUNDING I, LTD.,
as Lender
     
  By: Credit Suisse Asset Management, LLC, as Portfolio Manager
     
  By: /s/ Louis Farano
    Name: Louis Farano
    Title: Managing Director
   
  OZLM FUNDING II, LTD.,
as Lender
     
  By: Och-Ziff Loan Management LP, its Portfolio Manager
     
  By: Och-Ziff Loan Management LLC, its General Partner
     
  By: /s/ Alesia J. Haas
    Name: Alesia J. Haas
    Title: CFO
   
  OZLM FUNDING III, LTD.,
as Lender
     
  By: Och-Ziff Loan Management LP, its Portfolio Manager
     
  By: Och-Ziff Loan Management LLC, its General Partner
     
  By: /s/ Alesia J. Haas
    Name: Alesia J. Haas
    Title: CFO

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  OZLM FUNDING IV, LTD.
as Lender
     
  By: Och-Ziff Loan Management LP, its Portfolio Manager
     
  By: Och-Ziff Loan Management LLC, its General Partner
     
  By: /s/ Alesia J. Haas
    Name: Alesia J. Haas
    Title: CFO
   
  OZLM FUNDING, LTD.,
as Lender
     
  By: OZ CLO Management LLC, its Portfolio Manager
     
  By: /s/ Alesia J. Haas
    Name: Alesia J. Haas
    Title: CFO
   
  OZLM IX, LTD.,
as Lender
     
  By: Och-Ziff Loan Management LP, its Collateral Manager
     
    Och-Ziff Loan Management LLC, its General Partner
     
  By: /s/ Alesia J. Haas
    Name: Alesia J. Haas
    Title: CFO

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  OZLM VI, LTD.,
as Lender
     
  By: Och-Ziff Loan Management LP, its Asset Manager
     
  By: Och-Ziff Loan Management LLC, its General Partner
     
  By: /s/ Alesia J. Haas
    Name: Alesia J. Haas
    Title: CFO
   
  OZLM VII, LTD.,
as Lender
     
  By: Och-Ziff Loan Management LP, its Collateral Manager
     
  By: Och-Ziff Loan Management LLC, its General Partner
     
  By: /s/ Alesia J. Haas
    Name: Alesia J. Haas
    Title: CFO
   
  OZLM VIII, LTD.,
as Lender
     
  By: Och-Ziff Loan Management LP, its Collateral Manager
     
  By: Och-Ziff Loan Management LLC, its General Partner
     
  By: /s/ Alesia J. Haas
    Name: Alesia J. Haas
    Title: CFO

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  OZLM XI, LTD.,
as Lender
     
  By: Och-Ziff Loan Management LP, its Collateral Manager
     
  By: Och-Ziff Loan Management LLC, its General Partner
     
  By: /s/ Alesia J. Haas
    Name: Alesia J. Haas
    Title: CFO
   
  OZLM XII, LTD.,
as Lender
     
  By: Och-Ziff Loan Management LP, its Collateral Manager
     
  By: Och-Ziff Loan Management LLC, its General Partner
     
  By: /s/ Alesia J. Haas
    Name: Alesia J. Haas
    Title: CFO
   
  OZLM XIII, LTD.,
as Lender
     
  By: Och-Ziff Loan Management LP, its Collateral Manager
     
  By: Och-Ziff Loan Management LLC, its General Partner
     
  By: /s/ Alesia J. Haas
    Name: Alesia J. Haas
    Title: CFO

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  OZLM XIV, LTD.,
as Lender
     
  By: Och-Ziff Loan Management LP, its Collateral Manager
     
  By: Och-Ziff Loan Management LLC, its General Partner
     
  By: /s/ Alesia J. Haas
    Name: Alesia J. Haas
    Title: CFO
   
  OZLM XV, LTD.,
as Lender
     
  By: Och-Ziff Loan Management LP, its Collateral Manager
     
  By: Och-Ziff Loan Management LLC, its General Partner
     
  By: /s/ Alesia J. Haas
    Name: Alesia J. Haas
    Title: CFO
   
  OZLM XVI, LTD.,
as Lender
     
  By: OZ CLO Management LLC, its Successor Portfolio Manager
     
  By: /s/ Alesia J. Haas
    Name: Alesia J. Haas
    Title: CFO

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  OZLM XXII, LTD.,
as Lender
     
  By: OZ CLO Management LLC, its Collateral Manager
     
  By: /s/ Alesia J. Haas
    Name: Alesia J. Haas
    Title: CFO
   
  PEERLESS INSURANCE COMPANY,
as Lender
     
  By:  
     
  By: /s/ Scott Russian
    Name: Scott Russian
    Title: Authorized Signatory
   
  PONTUS HOLDINGS LTD.,
as Lender
     
  By: /s/ Russell Bryant
       
    Name: Russell Bryant
    Title:

Chief Financial Officer

Quadrant Capital Advisors, Inc.

Investment Advisor to Pontus Holdings Ltd.

   
  REDWOOD MASTER FUND, LTD.,
as Lender
     
  By: Redwood Capital Management, LLC, its Investment Manager
     
  By: /s/ Ruben Kliksberg
    Name: Ruben Kliksberg
    Title: Co-Chief Executive Officer

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  REDWOOD OPPORTUNITY MASTER FUND, LTD.,
as Lender
     
  By: Redwood Capital Management, LLC, its Investment Manager
     
  By: /s/ Ruben Kliksberg
    Name: Ruben Kliksberg
    Title: Co-Chief Executive Officer
   
  SAFECO INSURANCE COMPANY OF AMERICA,
as Lender
     
  By: /s/ Scott Russian
    Name: Scott Russian
    Title: Authorized Signatory
   
  SAN DIEGO COUNTY EMPLOYEES RETIREMENT ASSOCIATION,
as Lender
     
  By: /s/ Sue Park
    Name: Sue Park
    Title: Managing Director
   
  SANTA BARBARA COUNTY EMPLOYEES RETIREMENT SYSTEM,
as Lender
     
  By: /s/ Sue Park
    Name: Sue Park
    Title: Managing Director

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  SEIX MULTI-SECTOR ABSOLUTE RETURN FUND L.P.,
as Lender
     
  By: Seix Multi-Sector Absolute Return Fund GP LLC, In its Capacity as Sole General Partner
     
  By: Seix Investment Advisors LLC, its Sole Member
     
  By: /s/ George Goudelias
    Name: George Goudelias
    Title: Managing Director
   
 

SENIOR SECURED FLOATING RATE LOAN

FUND,
as Lender

     
  By: Credit Suisse Asset Management, LLC, The Portfolio Manager For Propel Capital Corporation, The Manager For Senior Secured Floating Rate Loan Fund
     
  By: /s/ Louis Farano
    Name: Louis Farano
    Title: Managing Director
   
  SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)
as Lender
  By:  
     
  By: /s/ Per Bjernekull
    Name: Per Bjernekull
    Title: General Manager
   
  If Second Signature is Required:
   
  By: /s/ Anthony Racanelli
    Name: Anthony Racanelli
    Title: SVP

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  STEELE CREEK CLO 2014-1R, LTD,
as Lender
     
  By: /s/ Alan DeKeukelaere
    Name: Alan DeKeukelaere
    Title: Senior Research Analyst
   
  STEELE CREEK CLO 2015-1, LTD,
as Lender
     
  By: /s/ Alan DeKeukelaere
    Name: Alan DeKeukelaere
    Title: Senior Research Analyst
   
  STEELE CREEK CLO 2016-1, LTD,
as Lender
     
  By: /s/ Alan DeKeukelaere
    Name: Alan DeKeukelaere
    Title: Senior Research Analyst
   
  STEELE CREEK CLO 2017-1, LTD,
as Lender
     
  By: /s/ Alan DeKeukelaere
    Name: Alan DeKeukelaere
    Title: Senior Research Analyst
   
  TCW CLO 2017-1, LTD.,
as Lender
     
  By: /s/ Nora Olan
    Name: Nora Olan
    Title: Senior Vice President

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  If Second Signature is Required:
   
  By: /s/ Ryan Gable
    Name: Ryan Gable
    Title: Senior Vice President
   
  TCW CLO 2018-1, LTD.,
as Lender
     
  By: TCW Asset Management Company LLC as Asset Manager
     
  By: /s/ Nora Olan
    Name: Nora Olan
    Title: Senior Vice President
   
  If Second Signature is Required:
   
  By: /s/ Ryan Gable
    Name:  
    Title: Senior Vice President
   
  TEXAS COUNTY AND DISTRICT RETIREMENT SYSTEM,
as Lender
     
  By: /s/ Sue Park
    Name: Sue Park
    Title: Managing Director
   
  THE CITY OF NEW YORK GROUP TRUST,
as Lender
     
  By: Credit Suisse Asset Management, LLC. as its Manager
     
  By: /s/ Louis Farano
    Name: Louis Farano
    Title: Managing Director

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  UNIVERSITY OF DAYTON,
as Lender
     
  By: /s/ Sue Park
    Name: Sue Park
    Title: Managing Director
   
  THE WESTERN AND SOUTHERN LIFE INSURANCE COMPANY,
as Lender
     
  By: /s/ Bernie M. Casey
    Name: Bernie M. Casey
    Title: AVP & Senior Credit Analyst
   
  VENTURE 28A CLO, LIMITED,
as Lender
     
  By: its Investment Advisor MJX Venture Management II LLC
     
  By: /s/ Lewis Brown
    Name: Lewis Brown
    Title: Managing Director / Head of Trading
   
  VENTURE X CLO, LIMITED,
as Lender
     
  By: its Collateral Manager, MJX Venture Management LLC
     
  By: /s/ Lewis I. Brown
    Name: Lewis I. Brown
    Title: Managing Director / Head of Trading

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  VENTURE XII CLO, LIMITED,
as Lender
     
  By: its Investment Advisor MJX Venture Management LLC
     
  By: /s/ Lewis I. Brown
    Name: Lewis I. Brown
    Title: Managing Director / Head of Trading
   
  VENTURE XIV CLO, LIMITED,
as Lender
     
  By: its Investment Advisor MJX Venture Management LLC
     
  By: /s/ Lewis I. Brown
    Name: Lewis I. Brown
    Title: Managing Director / Head of Trading
   
  VENTURE XIX CLO, LIMITED,
as Lender
     
  By: its Investment Advisor MJX Asset Management LLC
     
  By: /s/ Lewis I. Brown
    Name: Lewis I. Brown
    Title: Managing Director / Head of Trading
   
  VENTURE XV CLO, LIMITED,
as Lender
     
  By: its Investment Advisor MJX Asset Management LLC
     
  By: /s/ Lewis I. Brown
    Name: Lewis I. Brown
    Title: Managing Director / Head of Trading
   

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  VENTURE XVI CLO, LIMITED,
as Lender
     
  By: its Investment Advisor MJX Venture Management II LLC
     
  By: /s/ Lewis I. Brown
    Name: Lewis I. Brown
    Title: Managing Director / Head of Trading
   
  VENTURE XVII CLO, LIMITED,
as Lender
     
  By: its Investment Advisor MJX Asset Management LLC
     
  By: /s/ Lewis I. Brown
    Name: Lewis I. Brown
    Title: Managing Director / Head of Trading
   
  VENTURE XVIII CLO, LIMITED,
as Lender
     
  By: its Investment Advisor MJX Venture Management II LLC
     
  By: /s/ Lewis I. Brown
    Name: Lewis I. Brown
    Title: Managing Director / Head of Trading
   
  VENTURE XX CLO, LIMITED,
as Lender
     
  By: its Investment Advisor MJX Venture Management LLC
     
  By: /s/ Lewis I. Brown
    Name: Lewis I. Brown
    Title: Managing Director / Head of Trading

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  VENTURE XXI CLO, LIMITED,
as Lender
     
  By: its Investment Advisor MJX Venture Management LLC
     
  By: /s/ Lewis I. Brown
    Name: Lewis I. Brown
    Title: Managing Director / Head of Trading
   
  VENTURE XXII CLO, LIMITED,
as Lender
     
  By: its Investment Advisor MJX Venture Management II LLC
     
  By: /s/ Lewis I. Brown
    Name: Lewis I. Brown
    Title: Managing Director / Head of Trading
   
  VENTURE XXIII CLO, LIMITED,
as Lender
     
  By: its Investment Advisor MJX Asset Management LLC
     
  By: /s/ Lewis I. Brown
    Name: Lewis I. Brown
    Title: Managing Director / Head of Trading
   
  VENTURE XXIV CLO, LIMITED, LP,
as Lender
     
  By: its Investment Advisor MJX Asset Management LLC
     
  By: /s/ Lewis I. Brown
    Name: Lewis I. Brown
    Title: Managing Director / Head of Trading

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  VENTURE XXIX CLO, LIMITED,
as Lender
     
  By: its Investment Advisor MJX Venture Management II LLC
     
  By: /s/ Lewis Brown
    Name: Lewis Brown
    Title: Managing Director / Head of Trading
   
  VENTURE XXV CLO, LIMITED,
as Lender
     
  By: its Investment Advisor MJX Asset Management LLC
     
  By: /s/ Lewis Brown
    Name: Lewis Brown
    Title: Managing Director / Head of Trading
   
  VENTURE XXVI CLO, LIMITED,
as Lender
     
  By: its Investment Advisor MJX Venture Management LLC
     
  By: /s/ Lewis Brown
    Name: Lewis Brown
    Title: Managing Director / Head of Trading
   
  VENTURE XXVII CLO, LIMITED,
as Lender
     
  By: its Investment Advisor MJX Venture Management II LLC
     
  By: /s/ Lewis Brown
    Name: Lewis Brown
    Title: Managing Director / Head of Trading

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  VENTURE XXVIII CLO, LIMITED,
as Lender
     
  By: its Investment Advisor MJX Venture Management II LLC
     
  By: /s/ Lewis Brown
    Name: Lewis Brown
    Title: Managing Director / Head of Trading
   
  VENTURE XXX CLO, LIMITED, LP,
as Lender
     
  By: its Investment Advisor MJX Venture Management II LLC
     
  By: /s/ Lewis Brown
    Name: Lewis Brown
    Title: Managing Director / Head of Trading
   
  VIRTUS SEIX FLOATING RATE HIGH INCOME FUND,
as Lender
     
  By: Seix Investment Advisors LLC, as Subadviser
     
  By: /s/ George Goudelias
    Name: George Goudelias
    Title: Managing Director
   
  ZAIS CLO 1, LIMITED,
as Lender
     
  By: ZAIS CLO 1, Limited
     
  By: /s/ Vincent Ingato
    Name: Vincent Ignato
    Title: Managing Director

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  ZAIS CLO 2, LIMITED,
as Lender
     
  By: ZAIS CLO 2, Limited
     
  By: /s/ Vincent Ingato
    Name: Vincent Ingato
    Title: Managing Director
   
  ZAIS CLO 3, LIMITED,
as Lender
     
  By: ZAIS CLO 3, Limited
     
  By: /s/ Vincent Ingato
    Name: Vincent Ingato
    Title: Managing Director
   
  ZAIS CLO 5, LIMITED,
as Lender
     
  By: Zais Leveraged Loan Master Manager, LLC its Collateral Manager
     
  By: Zais Group, LLC, its Sole Member
     
  By: /s/ Vincent Ingato
    Name: Vincent Ingato
    Title: Managing Director

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

  ZAIS CLO 6, LIMITED,
as Lender
     
  By: Zais Leveraged Loan Master Manager, LLC its Collateral Manager
     
  By: Zais Group, LLC, its Sole Member
     
  By: /s/ Vincent Ingato
    Name: Vincent Ingato
    Title: Managing Director
   
  ZAIS CLO 7, LIMITED,
as Lender
     
  By: /s/ Vincent Ingato
    Name: Vincent Ingato
    Title: Managing Director
   
  ZAIS CLO 8, LIMITED,
as Lender
     
  By: Zais Leveraged Loan Master Manager, LLC its Collateral Manager
     
  By: Zais Group, LLC, its Sole Member
     
  By: /s/ Vincent Ingato
    Name: Vincent Ingato
    Title: Managing Director

 

[Signature Page to Second Amendment to INSW Credit Agreement]

 

 

 

 

EXHIBIT A Amended

 

Credit Agreement

 

[See attached]

 

 

 

  

Composite Credit Agreement Including

the First Amendment Described Herein

 

 

 

CREDIT AGREEMENT,

 

dated as of June 22, 2017,

 

among

 

INTERNATIONAL SEAWAYS OPERATING CORPORATION,

as the Administrative Borrower,

 

OIN DELAWARE LLC,

as the Co-Borrower,

 

INTERNATIONAL SEAWAYS, INC.,

as Holdings,

 

THE OTHER GUARANTORS PARTY HERETO,

as Guarantors,

 

THE LENDERS PARTY HERETO,

 

JEFFERIES FINANCE LLC,

as Administrative Agent,

 

JEFFERIES FINANCE LLC,

as Collateral Agent and Mortgage Trustee,

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL),

as Swingline Lender,

 

and

 

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL),

as Issuing Bank

 

 

 

JEFFERIES FINANCE LLC

and

JPMORGAN CHASE BANK, N.A.,

as Joint Lead Arrangers,

 

JEFFERIES FINANCE LLC, JPMORGAN CHASE BANK, N.A.

and

UBS SECURITIES LLC,

as Joint Bookrunners,

 

and

 

DNB MARKETS, INC., FEARNLEY SECURITIES INC.,

PARETO SECURITIES INC.

and

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL),

as Co-Managers

 

 

 

 

TABLE OF CONTENTS

 

    Page
     
ARTICLE I DEFINITIONS 2
Section 1.01 Defined Terms 2
Section 1.02 Classification of Loans and Borrowings 6165
Section 1.03 Terms Generally 6165
Section 1.04 Accounting Terms; GAAP 6166
Section 1.05 Resolution of Drafting Ambiguities 6266
Section 1.06 Rounding 6266
Section 1.07 Currency Equivalents Generally. 6266
Section 1.08 Change in Currency 6267
Section 1.09 Available Amount Transactions 6367
ARTICLE II THE CREDITS 6367
Section 2.01 Commitments 6367
Section 2.02 Loans 6368
Section 2.03 Borrowing Procedure 6469
Section 2.04 Repayment of Loans 6570
Section 2.05 Fees. 6671
Section 2.06 Interest on Loans 6872
Section 2.07 Termination and Reduction of Commitments 6873
Section 2.08 Interest Elections 6973
Section 2.09 Amortization of Term Borrowings 7075
Section 2.10 Optional and Mandatory Prepayments of Loans 7075
Section 2.11 Alternate Rate of Interest 7579
Section 2.12 Increased Costs; Change in Legality 7580
Section 2.13 Breakage Payments 7782
Section 2.14 Payments Generally; Pro Rata Treatment; Sharing of Setoffs 7782
Section 2.15 Taxes 7984
Section 2.16 Mitigation Obligations; Replacement of Lenders. 8186
Section 2.17 Swingline Loans 8590
Section 2.18 Letters of Credit. 8792
Section 2.19 Nature of Obligations 9398
Section 2.20 Extensions of Term Loans and Revolving Commitments. 94100
Section 2.21 Increases of the Commitments. 97102
Section 2.22 Discounted Voluntary Prepayments 101106
Section 2.23 Specified Refinancing Term Loans and Specified Refinancing Revolving Commitments 103108
ARTICLE III REPRESENTATIONS AND WARRANTIES 105109
Section 3.01 Organization; Powers 106110
Section 3.02 Authorization; Enforceability 106110
Section 3.03 No Conflicts; No Default 106110
Section 3.04 Financial Statements; Projections 106110
Section 3.05 Properties. 107111
Section 3.06 Intellectual Property 108112
Section 3.07 Equity Interests and Subsidiaries 108112
Section 3.08 Litigation; Compliance with Legal Requirements 109113
Section 3.09 Agreements 110114

 

 i 

 

 

    Page
     
Section 3.10 Federal Reserve Regulations 110114
Section 3.11 Investment Company Act; etc. 110114
Section 3.12 Use of Proceeds 110114
Section 3.13 [Reserved]. 111115
Section 3.14 Taxes 111115
Section 3.15 No Material Misstatements 111115
Section 3.16 Labor Matters 111115
Section 3.17 Solvency 111115
Section 3.18 Employee Benefit Plans 111116
Section 3.19 Environmental Matters 112116
Section 3.20 Insurance 113117
Section 3.21 Security Documents 113117
Section 3.22 Anti-Terrorism Law; Foreign Corrupt Practices Act. 115119
Section 3.23 Concerning Vessels. 116120
Section 3.24 Form of Documentation; Citizenship. 116120
Section 3.25 Compliance with ISM Code and ISPS Code 116121
Section 3.26 Threatened Withdrawal of DOC, SMC or ISSC 117121
Section 3.27 Deposit Accounts and Securities Accounts 117121
ARTICLE IV CONDITIONS TO CREDIT EXTENSIONS 117121
Section 4.01 Conditions to Initial Credit Extension 117121
Section 4.02 Conditions to All Credit Extensions 121125
ARTICLE V AFFIRMATIVE COVENANTS 121126
Section 5.01 Financial Statements, Reports, etc. 122126
Section 5.02 Litigation and Other Notices 125129
Section 5.03 Existence; Businesses and Properties 125130
Section 5.04 Insurance 126130
Section 5.05 Obligations and Taxes 127131
Section 5.06 Employee Benefits 127132
Section 5.07 Maintaining Records; Access to Properties and Inspections; Quarterly  
Lender Calls 127132
Section 5.08 Use of Proceeds 128132
Section 5.09 Compliance with Environmental Laws and other Legal Requirements. 128132
Section 5.10 Additional Collateral; Additional Guarantors 128133
Section 5.11 Security Interests; Further Assurances 131135
Section 5.12 Certain Information Regarding the Loan Parties 131136
Section 5.13 Appraisals 132137
Section 5.14 Deposit Accounts; Securities Accounts 132137
Section 5.15 Post-Closing Matters 133138
Section 5.16 Flag of Vessel; Vessel Classifications; Operation of Vessels. 133138
Section 5.17 Designation of Subsidiaries. 135140
Section 5.18 Material Agreements 136141
Section 5.19 Ship Management 136141
Section 5.20 Maintenance of Ratings 136141
Section 5.21 Agent for Service of Process. 136141
ARTICLE VI NEGATIVE COVENANTS 136141
Section 6.01 Indebtedness 137142

 

 ii 

 

  

    Page
     
Section 6.02 Liens 139144
Section 6.03 Sale and Leaseback Transactions 143148
Section 6.04 Investments, Loans and Advances 143148
Section 6.05 Mergers and Consolidations 145150
Section 6.06 Asset Sales 146151
Section 6.07 Acquisitions 147153
Section 6.08 Dividends 148153
Section 6.09 Transactions with Affiliates 149155
Section 6.10 Loan to Value Test; Vessel Value Test. 149155
Section 6.11 Prepayments of Other Indebtedness; Modifications of Organizational Documents and Certain Other Documents, etc. 150156
Section 6.12 Limitation on Certain Restrictions on Subsidiaries 151156
Section 6.13 Limitation on Issuance of Capital Stock. 151157
Section 6.14 Business 152158
Section 6.15 [Reserved] 153SPV VLCC Vessel Owners; SPV VLCC Vessels; etc. Notwithstanding anything to the contrary contained herein: 159
Section 6.16 Fiscal Periods 153159
Section 6.17 No Further Negative Pledge 153160
Section 6.18 Anti-Terrorism Law; Anti-Money Laundering 153160
Section 6.19 Embargoed Person 153160
Section 6.20 Restrictions on Chartering, etc. 154160
Section 6.21 Additional Covenants 154161
ARTICLE VII GUARANTEE 154161
Section 7.01 The Guarantee 154161
Section 7.02 Obligations Unconditional 154161
Section 7.03 Reinstatement 156162
Section 7.04 Subrogation; Subordination 156163
Section 7.05 Remedies 156163
Section 7.06 Instrument for the Payment of Money 156163
Section 7.07 Continuing Guarantee 156163
Section 7.08 General Limitation on Guarantee Obligations 156163
Section 7.09 Release of Guarantors 156163
Section 7.10 Right of Contribution 157164
Section 7.11 Keepwell 157164
ARTICLE VIII EVENTS OF DEFAULT 157164
Section 8.01 Events of Default 157164
Section 8.02 Rescission 160167
ARTICLE IX APPLICATION OF COLLATERAL PROCEEDS 160167
Section 9.01 Application of Proceeds 160167
ARTICLE X THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT 162169
Section 10.01 Appointment 162169
Section 10.02 Agent in Its Individual Capacity 162169
Section 10.03 Exculpatory Provisions 163170
Section 10.04 Reliance by Agent 163170
Section 10.05 Delegation of Duties 164171
Section 10.06 Successor Agent 164171

 

 iii 

 

  

    Page
     
Section 10.07 Non-Reliance on Agent and Other Lenders 164171
Section 10.08 Name Agents 165172
Section 10.09 Indemnification 165172
Section 10.10 Withholding Taxes 165172
Section 10.11 Lender’s Representations, Warranties and Acknowledgements   166173
Section 10.12 Security Documents and Guarantees. 166173
Section 10.13 Administrative Agent May File Bankruptcy Disclosure and Proofs of  
Claim