UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2025
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
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock (no par value)
INSW
New York Stock Exchange
Rights to Purchase Common Stock
N/A
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒
Accelerated filer ☐
Emerging growth company ☐
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
APPLICABLE ONLY TO 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 5, 2025: common stock, no par value, 49,338,204 shares.
INTERNATIONAL SEAWAYS, INC.CONDENSED CONSOLIDATED BALANCE SHEETSDOLLARS IN THOUSANDS(UNAUDITED)
March 31, 2025
December 31, 2024
ASSETS
Current Assets:
Cash and cash equivalents
$
132,769
157,506
Voyage receivables, net of allowance for credit losses of $86 and $86
including unbilled receivables of $154,389 and $181,211
160,352
185,521
Other receivables
15,711
13,771
Inventories
573
1,875
Prepaid expenses and other current assets
15,615
15,570
Current portion of derivative asset
1,594
2,080
Total Current Assets
326,614
376,323
Vessels and other property, less accumulated depreciation of $313,141 and $466,356
2,003,081
2,050,211
Vessels construction in progress
52,565
37,020
Deferred drydock expenditures, net
88,532
90,209
Operating lease right-of-use assets
16,917
21,229
Pool working capital deposits
37,316
35,372
Long-term derivative asset
291
801
Other assets
17,081
25,232
Total Assets
2,542,397
2,636,397
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable, accrued expenses and other current liabilities
56,234
66,264
Current portion of operating lease liabilities
12,027
14,617
Current installments of long-term debt
50,180
50,054
Total Current Liabilities
118,441
130,935
Long-term operating lease liabilities
6,947
8,715
Long-term debt
544,730
638,353
Other liabilities
3,430
2,346
Total Liabilities
673,548
780,349
Commitments and contingencies
Equity:
Capital - 100,000,000 no par value shares authorized; 49,287,457 and 49,194,458
shares issued and outstanding
1,503,451
1,504,767
Retained earnings
374,212
359,142
1,877,663
1,863,909
Accumulated other comprehensive loss
(8,814)
(7,861)
Total Equity
1,868,849
1,856,048
Total Liabilities and Equity
See notes to condensed consolidated financial statements
1
INTERNATIONAL SEAWAYS, INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSDOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS(UNAUDITED)
Three Months Ended March 31,
2025
2024
Shipping Revenues:
Pool revenues, including $46,910 and $83,898
from companies accounted for by the equity method
137,596
226,282
Time charter revenues
35,857
31,049
Voyage charter revenues
9,941
17,070
183,394
274,401
Operating Expenses:
Voyage expenses
5,052
3,473
Vessel expenses
67,028
63,381
Charter hire expenses
9,145
6,648
Depreciation and amortization
39,705
34,153
General and administrative
13,217
12,098
Other operating expenses
95
276
Gain on disposal of vessels and other assets, net
(10,021)
(51)
Total operating expenses
124,221
119,978
Income from vessel operations
59,173
154,423
Other income
1,844
2,954
Income before interest expense
61,017
157,377
Interest expense
(11,452)
(12,887)
Net income
49,565
144,490
Weighted Average Number of Common Shares Outstanding:
Basic
49,307,449
48,972,842
Diluted
49,528,814
49,377,948
Per Share Amounts:
Basic net income per share
1.00
2.95
Diluted net income per share
2.92
2
INTERNATIONAL SEAWAYS, INC.CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMEDOLLARS IN THOUSANDS(UNAUDITED)
Other comprehensive (loss)/income, net of tax:
Net change in unrealized income/(losses) on cash flow hedges
(777)
673
Defined benefit pension and other postretirement benefit plans:
Net change in unrecognized prior service costs
(23)
12
Net change in unrecognized actuarial losses
(153)
78
Other comprehensive (loss)/income, net of tax
(953)
763
Comprehensive income
48,612
145,253
3
INTERNATIONAL SEAWAYS, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSDOLLARS IN THOUSANDS(UNAUDITED)
Cash Flows from Operating Activities:
Items included in net income not affecting cash flows:
Amortization of debt discount and other deferred financing costs
983
1,038
Stock compensation
1,946
1,691
Other – net
456
(250)
Items included in net income related to investing and financing activities:
Payments for drydocking
(16,900)
(9,971)
Insurance claims proceeds related to vessel operations
312
206
Changes in operating assets and liabilities:
Decrease in receivables
25,169
4,210
Decrease in deferred revenue
(7,618)
(5,068)
Net change in inventories, prepaid expenses and other current assets, accounts
payable, accrued expenses and other current and long-term liabilities
(13,650)
(14,006)
Net cash provided by operating activities
69,947
156,442
Cash Flows from Investing Activities:
Expenditures for vessels, vessel improvements and vessels under construction
(82,973)
(26,420)
Security deposits returned for vessel exchange transactions
5,000
—
Proceeds from disposal of vessels and other property, net
115,264
Expenditures for other property
(376)
(701)
Investments in short-term time deposits
(75,000)
Proceeds from maturities of short-term time deposits
60,000
(782)
Net cash provided by/(used in) investing activities
36,915
(42,903)
Cash Flows from Financing Activities:
Borrowings on revolving credit facilities
20,000
Repayments on revolving credit facilities
(101,600)
Repayments of debt
(19,538)
Payments on sale and leaseback financing
(12,242)
(12,146)
Payments of deferred financing costs
(306)
Cash dividends paid
(34,495)
(64,662)
Cash paid to tax authority upon vesting or exercise of stock-based compensation
(3,262)
(4,146)
Net cash used in financing activities
(131,599)
(100,798)
Net (decrease)/increase in cash and cash equivalents
(24,737)
12,741
Cash and cash equivalents at beginning of year
126,760
Cash and cash equivalents at end of period
139,501
4
INTERNATIONAL SEAWAYS, INC.CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITYDOLLARS IN THOUSANDS(UNAUDITED)
Accumulated
Other
Retained
Comprehensive
Capital
Earnings
Loss
Total
For the three months ended
Balance at January 1, 2025
Other comprehensive loss
Dividends declared
Forfeitures of vested restricted stock awards
Compensation relating to restricted stock awards
254
Compensation relating to restricted stock units awards
1,692
Balance at March 31, 2025
Balance at January 1, 2024
1,490,986
226,834
(1,063)
1,716,757
Other comprehensive income
(64,665)
Forfeitures of vested restricted stock awards and exercised stock options
1,301
Compensation relating to stock option awards
99
Balance at March 31, 2024
1,488,531
306,659
(300)
1,794,890
5
INTERNATIONAL SEAWAYS, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(UNAUDITED)
Note 1 — 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. Unless the context indicates otherwise, references to “INSW”, the “Company”, “we”, “us” or “our”, refer to International Seaways, Inc. and its subsidiaries. As of March 31, 2025, the Company’s operating fleet consisted of 78 wholly-owned or lease financed and time chartered-in oceangoing vessels, engaged primarily in the transportation of crude oil and refined petroleum products in the International Flag trade through its wholly owned subsidiaries. In addition to our operating fleet, six LR1 newbuilds are scheduled for delivery to the Company between the second half of 2025 and third quarter of 2026, bringing the total operating and newbuild fleet to 84 vessels.
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 presentation of the results have been included. Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.
The condensed consolidated balance sheet as of December 31, 2024 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, 2024.
All intercompany balances and transactions within INSW have been eliminated.
Risks and Uncertainties
The unaudited condensed consolidated financial statements presented herein reflect estimates and assumptions made by management at March 31, 2025. These estimates and assumptions affect, among other things, the Company’s long-lived asset valuations; freight and other income tax contingencies; and the allowance for expected credit losses and bad debt. Events and changes in circumstances arising after May 8, 2025, including those resulting from the impacts of macroeconomic volatility with respect to trade and tariffs, as well as the ongoing international conflicts, will be reflected in management’s estimates and assumptions for future periods.
Note 2 — Significant Accounting Policies:
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, 2024 included in the Company’s Annual Report on Form 10-K. The following is a summary of any changes or updates to the Company’s critical accounting policies for the current period:
Concentration of Credit Risk — The allowance for credit losses is recognized as an allowance or contra-asset and reflects our best estimate of probable losses inherent in the voyage receivables balance. Activity for allowance for credit losses is summarized as follows:
6
(Dollars in thousands)
Allowance for Credit Losses - Voyage Receivables
Balance at December 31, 2024
86
Provision for expected credit losses
The pools in which the Company participates accounted in aggregate for 96% and 98% of consolidated voyage receivables at March 31, 2025 and December 31, 2024, respectively.
Deferred finance charges — Finance charges, excluding original issue discount, incurred in the arrangement of new debt and/or amendments resulting in the modification of existing debt are deferred and amortized to interest expense on either an effective interest method or straight-line basis over the term of the related debt. Unamortized deferred finance charges of $10.5 million and $11.2 million relating to the $500 Million Revolving Credit Facility and the $160 Million Revolving Credit Facility (See Note 8, “Debt”) as of March 31, 2025 and December 31, 2024, respectively, are included in other assets in the accompanying condensed consolidated balance sheets. Unamortized deferred financing charges of $6.1 million and $6.4 million as of March 31, 2025 and December 31, 2024, respectively, relating to the Company’s outstanding debt facilities, are included in long-term debt in the consolidated balance sheets.
Interest expense relating to the amortization of deferred financing charges amounted to $0.8 million and $0.8 million for the three months ended March 31, 2025 and 2024, respectively.
Vessels construction in progress — Interest costs are capitalized to vessels during the period that vessels are under construction.
Interest capitalized totaled $0.7 million and $0.2 million during the three months ended March 31, 2025 and 2024, respectively.
Recently Issued Accounting Standards — The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification is the sole source of authoritative GAAP other than United States Securities and Exchange Commission (“SEC”) issued rules and regulations that apply only to SEC registrants. The FASB issues Accounting Standards Updates (“ASU”) to communicate changes to the codification.
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses. This guidance will require additional disclosures and disaggregation of certain costs and expenses presented on the face of the income statement. The amendments are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027 with early adoption permitted. We are currently evaluating the impact of this new guidance on the disclosures to our 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 17,708 and 27,897 for the three months ended March 31, 2025 and 2024, respectively. Such participating securities are allocated a portion of income, but not losses under the two-class method. As of March 31, 2025, there were 434,787 shares of restricted stock units and 174,417 stock options outstanding and considered to be potentially dilutive securities.
7
Reconciliations of the numerator of the basic and diluted earnings per share computations are as follows:
Net income allocated to:
Common Stockholders
49,547
144,413
Participating securities
18
77
For the three months ended March 31, 2025 and 2024 earnings per share calculations, there were 221,365 and 405,106 dilutive equity awards outstanding, respectively. Awards of 512,617 and 633,945 for the three months ended March 31, 2025 and 2024, 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. Adjusted income from vessel operations for segment purposes is defined as income from vessel operations before general and administrative expenses, other operating expenses, and gain on disposal of vessels and assets, net. 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, 2025 and 2024 follows:
Crude
Product
Tankers
Carriers
Totals
Three months ended March 31, 2025:
Shipping revenues
88,004
95,390
Time charter equivalent revenues
84,629
93,713
178,342
28,418
38,610
2,836
6,309
18,702
21,003
Adjusted income from vessel operations
34,673
27,791
62,464
Adjusted total assets at March 31, 2025
1,320,918
1,062,611
2,383,529
Expenditures for vessels and vessel improvements
190
82,783
82,973
1,574
15,326
16,900
Three months ended March 31, 2024:
126,867
147,534
123,962
146,966
270,928
30,512
32,869
3,508
3,140
20,049
14,104
(2)
(49)
69,892
96,854
166,746
Adjusted total assets at March 31, 2024
1,508,859
802,668
2,311,527
26,144
26,420
2,103
7,868
9,971
8
Reconciliations of time charter equivalent (“TCE”) revenues of the segments to shipping revenues as reported in the condensed statements of operations follow:
Add: Voyage expenses
Consistent with general practice in the shipping industry, the Company uses time charter equivalent revenues, which represent 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, provide 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 total adjusted income from vessel operations of the segments to net income, as reported in the condensed consolidated statements of operations follow:
Total adjusted income from vessel operations of all segments
General and administrative expenses
(13,217)
(12,098)
(95)
(276)
10,021
51
Consolidated income from vessel operations
Reconciliations of total assets of the segments to amounts included in the condensed consolidated balance sheets follow:
March 31, 2024
Adjusted total assets of all segments
Corporate unrestricted cash and cash equivalents
Short-term investments
75,000
Other unallocated amounts
26,099
25,394
Consolidated total assets
2,551,422
Note 5 — Vessels:
Impairment of Vessels and Other Property
During the three months ended March 31, 2025, the Company gave consideration as to whether events or changes in circumstances had occurred since December 31, 2024, that could indicate that the carrying amounts of the vessels in the Company’s fleet may not be recoverable. The Company determined that no held-for-sale or held-for-use impairment indicators existed for the Company’s vessels as of March 31, 2025.
9
Vessel Acquisitions and Construction Commitments
Between August 2023 and March 2024, the Company entered into agreements to construct six dual-fuel ready LNG 73,600 dwt LR1 Product Carriers at K Shipbuilding Co., Ltd.’s shipyard. The six LR1s are expected to be delivered beginning in the second half of 2025 through the third quarter of 2026 for an aggregate cost of approximately $359 million. The remaining commitments on the contracts for the construction of the LR1 newbuilds as of March 31, 2025 was $314.6 million, which will be paid for through a combination of long-term financing and available liquidity.
On November 28, 2024, the Company entered into memoranda of agreements for the sale of one 2010-built VLCC and one 2011-built VLCC for an aggregate sales price of $116.6 million and the purchase of three 2015-built MRs for an aggregate purchase price of $119.5 million with the same counterparty. The Company closed on all five transactions between December 2024 and February 2025, with a net cash outflow of $2.9 million, representing the difference in transaction prices among the five vessels. In conjunction with the agreements, the buyer of each vessel was required to lodge a deposit equal to 10% of the vessel’s purchase price into an escrow account, and to ensure that all five vessel transactions were executed, the seller of each vessel was also required to make an additional security deposit of $2.5 million into an escrow account. These security deposits were refunded to each respective seller after all five vessel transactions were completed in February 2025.
Disposal/Sales of Vessels
As part of vessel exchange transactions described above, the Company delivered one 2010-built VLCC and one 2011-built VLCC to their buyers and recognized a net gain of $10.1 million during the three months ended March 31, 2025.
Non-cash Investing Activities
Non-cash expenditures for vessels, vessel improvements, vessels construction in progress and other property totaled $5.9 million during the three months ended March 31, 2025. Such amounts are included in accounts payable, accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheet as of March 31, 2025.
Note 6 — Variable Interest Entities (“VIEs”):
Unconsolidated VIEs
As of March 31, 2025, all six commercial pools in which the Company participates were determined to be VIEs for which the Company is not considered a primary beneficiary.
The following table presents the carrying amounts of assets and liabilities in the condensed consolidated balance sheet related to the unconsolidated VIEs as of March 31, 2025:
Condensed Consolidated Balance Sheet
In accordance with accounting guidance, the Company evaluated its maximum exposure to loss related to these unconsolidated 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, 2025:
Maximum Exposure toLoss
Other Liabilities
–
10
In addition, as of March 31, 2025, the Company had approximately $154.2 million of trade receivables from the pools that were 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, 2025.
Note 7 — Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures:
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:
Fair Value Level
Level 1
$500 Million Revolving Credit Facility (1)
(62,981)
(144,581)
Level 2
Ocean Yield Lease Financing (1)
(275,427)
(282,627)
BoComm Lease Financing (2)
(188,942)
(188,370)
Toshin Lease Financing (2)
(11,499)
(11,662)
Hyuga Lease Financing (2)
(11,428)
(11,776)
Kaiyo Lease Financing (2)
(10,433)
(10,554)
Kaisha Lease Financing (2)
(10,414)
(10,656)
Derivatives
At March 31, 2025, the Company was party to amortizing interest rate swap agreements with major financial institutions participating in the $500 Million Revolving Credit Facility that effectively converts the Company’s interest rate exposure from a three-month SOFR floating rate to a fixed rate of 2.84% through the maturity date of February 22, 2027. The interest rate swap agreements, which contain no leverage features, are designated and qualify as cash flow hedges and have a remaining aggregate notional value of $200.8 million as of March 31, 2025, covering for accounting purposes, the $63.0 million principal balance outstanding under the $500 Million Revolving Credit Facility and $137.8 million outstanding under the Ocean Yield Lease Financing. Also, as of March 31, 2025, approximately $1.1 million in gain from previously terminated interest rate swaps is expected to be amortized out of accumulated other comprehensive loss to earnings over the next 12 months.
Derivatives are recorded on a net basis by counterparty when a legal right of offset exists. The Company had the following amounts recorded on a net basis by transaction in the accompanying unaudited condensed consolidated balance sheets related to the Company’s use of derivatives as of March 31, 2025 and December 31, 2024:
11
Long-term derivative assets
March 31, 2025:
Derivatives designated as hedging instruments:
Interest rate swaps
326
December 31, 2024:
453
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.
The effect of cash flow hedging relationships recognized in other comprehensive (loss)/income excluding amounts reclassified from accumulated other comprehensive income for the three months ended March 31, 2025 and 2024 follows:
(181)
3,098
Total other comprehensive (loss)/income
The effect of the Company’s cash flow hedging relationships on the condensed consolidated statement of operations for the three months ended March 31, 2025 and 2024 follows:
(815)
(2,071)
Discontinued hedging instruments:
Interest rate swap
219
(354)
Total interest expense
(596)
(2,425)
See Note 11, “Accumulated Other Comprehensive Loss,” for disclosures relating to the impact of derivative instruments on accumulated other comprehensive income/(loss).
The following table presents the fair values, which are pre-tax, for assets and liabilities measured on a recurring basis:
Derivative Assets (interest rate swaps)
2,211
3,334
Level 2(1)
Note 8 — Debt:
Debt consists of the following:
$500 Million Revolving Credit Facility, due 2030
62,981
144,581
Ocean Yield Lease Financing, due 2031, net of unamortized deferred finance costs of $2,038 and $2,154
273,390
280,473
BoComm Lease Financing, due 2030, net of unamortized deferred finance costs of $3,262 and $3,438
212,991
216,343
Toshin Lease Financing, due 2031, net of unamortized deferred finance costs of $229 and $243
12,163
12,510
Hyuga Lease Financing, due 2031, net of unamortized deferred finance costs of $194 and $207
11,914
12,270
Kaiyo Lease Financing, due 2030, net of unamortized deferred finance costs of $161 and $174
10,679
11,059
Kaisha Lease Financing, due 2030, net of unamortized deferred finance costs of $170 and $183
10,792
11,171
594,910
688,407
Less current portion
(50,180)
(50,054)
Long-term portion
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.
$500 Million Revolving Credit Facility
On March 21, 2025, the Company entered into an agreement with the lenders under the $500 Million Revolving Credit Facility whereby two of the three MRs acquired in the vessel exchange transactions described in Note 5, “Vessels,” were pledged as collateral under the $500 Million Revolving Credit Facility. These vessels comprise Substitution Vessels, replacing one of the two VLCCs sold in the vessel exchange transactions.
During the three months ended March 31, 2025, $101.6 million of the principal balance outstanding under this facility was repaid and an additional $20.0 million was drawn, leaving an outstanding principal balance of $63.0 million and an undrawn revolver capacity of $398.6 million on this facility as of March 31, 2025.
On April 28, 2025, the Company subsequently repaid $35.6 million of the outstanding principal balance under this facility.
Ocean Yield Lease Financing
In April 2025, the Company tendered an irrevocable notice of its intention to exercise purchase options in November 2025 on six VLCCs that are currently bareboat chartered-in. The $257.7 million estimated aggregate purchase price for the six vessels represents the expected remaining debt balance outstanding under the Ocean Yield Lease Financing on the purchase option exercise date.
Debt Covenants
The Company was in compliance with the financial and non-financial covenants under all of its financing arrangements as of March 31, 2025.
Interest Expense
Total interest expense before the impact of capitalized interest, including amortization of issuance and deferred financing costs, commitment, administrative and other fees for all of the Company’s debt facilities for the three months ended March 31, 2025 and
13
2024 was $12.0 million and $12.8 million, respectively. Interest paid for the Company’s debt facilities for the three months ended March 31, 2025 and 2024 was $10.1 million and $12.1 million, respectively.
Note 9 — Taxes:
As of March 31, 2025, 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 2025 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 2025.
The Company reviews its provisions for uncertain tax positions relating to freight taxes in various tax jurisdictions on a regular basis and may update its assessment of its tax positions based on available information at that time. Such information may include additional legal advice as to the applicability of freight taxes in relevant jurisdictions. Freight tax regulations are subject to change and interpretation; therefore, the amounts recorded by the Company may change accordingly. There were no changes in such reserve recorded during the three months ended March 31, 2025 and 2024.
Additionally, a number of countries have drafted or are actively considering drafting legislation to implement the Organization for Economic Cooperation and Development's (“OECD”) international tax framework, including the Pillar Two Model Rules. These model rules call for a minimum global tax of 15% on large multinational enterprises with possible application from January 1, 2024 or later, depending on implementation by the individual countries in which the Company is domiciled. As currently enacted, the Pillar Two Model Rules have no impact on the Company’s consolidated financial statements in 2025, however, the Company is monitoring these developments and evaluating the necessary steps it can take to minimize the impact, if any, to the Company’s consolidated financial statements and operations going forward.
Note 10 — 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, which requires share-based payment transactions to be measured according to the fair value of the equity instruments issued.
Management Compensation
Stock Options
There were no stock options granted or exercised during the three months ended March 31, 2025. A total of 58,893 stock options were exercised during the three months ended March 31, 2024 by certain senior officers and employees of the Company at an average exercise price of $21.74 per share. There were no stock options granted during the three months ended March 31, 2024.
Restricted Stock Units
During the three months ended March 31, 2025, the Company granted 89,880 time-based restricted stock units (“RSUs”) to certain of its senior officers. The weighted average grant date fair value of these awards was $33.16 per RSU. Each RSU represents a contingent right to receive one share of INSW common stock upon vesting. All of the RSUs awarded will vest in equal installments on each of the first three anniversaries of the grant date.
During the three months ended March 31, 2025, the Company also granted 89,880 performance-based RSUs to certain of its senior officers. Each performance stock unit represents a contingent right to receive RSUs based upon the covered employees being continuously employed through the end of the period over which the performance goals are measured and shall vest as follows: (i) one-half of the target RSUs shall vest on December 31, 2027, subject to INSW’s return on invested capital (“ROIC”) performance in the three-year ROIC performance period relative to a target rate (the “ROIC Target”) set forth in the award agreements; and
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(ii) one-half of the target RSUs shall vest on December 31, 2027, subject to INSW’s three-year total shareholder return (“TSR”) performance relative to that of a performance peer group over a three-year performance period (“TSR Target”). Vesting is subject in each case to the Human Resources and Compensation Committee of the Company’s Board of Directors’ certification of achievement of the performance measures and targets no later than March 15, 2028. The weighted average grant date fair value of the awards with performance conditions was determined to be $33.16 per RSU. The weighted average grant date fair value of the TSR based performance awards which have a market condition was estimated using a Monte Carlo probability model and determined to be $24.31 per RSU.
Dividends
On February 26, 2025, the Company’s Board of Directors declared a regular quarterly cash dividend of $0.12 per share of common stock and a supplemental cash dividend of $0.58 per share of common stock. Both dividends totaling $34.5 million were paid on March 28, 2025 to stockholders of record as of March 14, 2025.
On May 7, 2025, the Company’s Board of Directors declared a regular quarterly cash dividend of $0.12 per share of common stock and a supplemental dividend of $0.48 per share of common stock. Both dividends will be paid on June 26, 2025 to stockholders of record as of June 12, 2025.
Share Repurchases
No shares were acquired under the Company’s stock repurchase program during the three months ended March 31, 2025 and 2024.
In connection with the settlement of vested restricted stock units and the exercise of stock options, the Company repurchased 96,387 and 102,523 shares of common stock during the three months ended March 31, 2025 and 2024, respectively, at an average cost of $33.84 and $52.94, respectively, per share (based on the market prices on the dates of vesting or exercise) from employees and certain members of management to cover withholding taxes.
Note 11 — Accumulated Other Comprehensive Loss:
The components of accumulated other comprehensive loss, net of related taxes, in the condensed consolidated balance sheets follow:
Unrealized gains on derivative instruments
4,399
5,176
Items not yet recognized as a component of net periodic benefit cost (pension plans)
(13,213)
(13,037)
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The changes in the balances of each component of accumulated other comprehensive loss, net of related taxes, during the three months ended March 31, 2025 and 2024 follow:
Unrealized gains on cash flow hedges
Items not yet recognized as a component of net periodic benefit cost
Balance as of December 31, 2024
Current period change, excluding amounts reclassified
from accumulated other comprehensive loss
(424)
(605)
Amounts reclassified from accumulated other comprehensive loss
248
(348)
Balance as of March 31, 2025
Balance as of December 31, 2023
9,349
(10,412)
90
3,188
Balance as of March 31, 2024
10,022
(10,322)
Amounts reclassified out of each component of accumulated other comprehensive loss follow:
Statement of Operations Line Item
Reclassifications of gains on cash flow hedges:
Interest rate swaps entered into by the Company's subsidiaries
Reclassifications of losses on discontinued hedging instruments:
Interest rate swap entered into by the Company's subsidiaries
(pension plans):
Net periodic benefit costs associated with pension and
postretirement benefit plans
Total before and net of tax
At March 31, 2025, the Company expects that it will reclassify $1.7 million (gross and net of tax) of net gain on derivative instruments from accumulated other comprehensive loss to earnings during the next twelve months attributable to interest rate swaps held by the Company.
See Note 7, “Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures,” for additional disclosures relating to derivative instruments.
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Note 12 — Revenue:
Revenue Recognition
The majority of the Company’s contracts for pool revenues, time charter revenues, and voyage charter revenues are accounted for as lease revenue under ASC 842. The Company’s contracts with pools are short term which are cancellable with up to 90 days’ notice. As of March 31, 2025, the Company is a party to time charter out contracts with customers on three VLCCs, one Aframax, one LR2, and eight MRs with expiry dates ranging from July 2025 to April 2030. 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 is recognized over the lease term on a straight-line basis and lease revenue for variable lease payments (e.g., demurrage) is recognized in the period in which the changes in facts and circumstances on which the variable lease payments are based occur.
Lightering services provided by the Company’s Crude Tanker Lightering Business, and voyage charter contracts that do not meet the definition of a 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.
The following tables present 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, 2025 and 2024:
Revenues from leases
Pool revenues
62,198
75,398
16,395
19,462
Voyage charter revenues from non-variable lease payments
307
530
837
Revenues from services
Voyage charter revenues from lightering services
9,104
Total shipping revenues
90,046
136,236
20,804
10,245
948
1,053
2,001
15,069
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.
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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, 2025
4,086
258
Closing balance as of March 31, 2025
4,292
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We receive payments from customers based on the schedule established in our contracts. Contract assets relate to our conditional right to consideration for our completed performance obligations 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 are generally transferred to customers over time. The expected duration of services is less than one year. There were no material adjustments in revenues from performance obligations satisfied in previous periods recognized during the three months ended March 31, 2025 and 2024.
Costs to Obtain or Fulfill a Contract
As of March 31, 2025, there were no unamortized deferred costs of obtaining or fulfilling a contract.
European Union’s Emissions Trading System
The European Union’s Emissions Trading System (“EU ETS”) emissions allowances (“EUA”) are valued based upon a market approach utilizing prices published on an EUA market index. The value of the EUAs to be provided to the Company pursuant to the terms of its agreements with the charterers of its vessels and the commercial pools in which it participates is included in shipping revenues in the condensed consolidated statements of operations. The value of the EUA obligations incurred by the Company under the EU ETS while its vessels are on-hire is included in voyage expenses, or in vessel expenses while its vessels are off-hire, in the condensed consolidated statements of operations.
EUAs held by the Company are intended to be used to settle its EUA obligations and are accounted for as intangible assets. The Company did not hold any EUAs as of March 31, 2025. EUAs relating to 2024 and 2025 emissions are required to be surrendered to the EU authorities in September 2025 and September 2026, respectively.
The following table presents the components of the non-cash revenues and expenses recognized for EUAs earned and incurred during the three months ended March 31, 2025 and 2024:
1,610
388
420
131
2,030
519
The value of EUAs due to the Company from its charterers or commercial pools in which it participates, and the value of the EUAs the Company is obligated to surrender to the EU authorities is $7.0 million as of March 31, 2025. The receivables are included in other receivables, in the condensed consolidated balance sheet and $5.9 million and $1.1 million of the obligations are included in other
current liabilities and other liabilities, respectively, in the condensed consolidated balance sheet.
Note 13 — Leases:
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 have a lease term of 12-months or less; 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 vessel and leased office and other space. The expenses recognized during the three months ended March 31, 2025 and 2024 for the lease component of these leases are as follows:
Operating lease cost
Vessel assets
4,725
2,367
Office and other space
227
226
45
Short-term lease cost
Vessel assets (1)
1,201
1,365
Total lease cost
6,168
4,003
Supplemental cash flow information related to leases was as follows:
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows used for operating leases
5,013
264
Supplemental balance sheet information related to leases was as follows:
(12,027)
(14,617)
(6,947)
(8,715)
Total operating and finance lease liabilities
(18,974)
(23,332)
Weighted average remaining lease term - operating leases
3.69 years
3.37 years
Weighted average discount rate - operating leases
5.34%
5.51%
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1. Charters-in of vessel assets:
As of March 31, 2025, the Company has commitments to time charter-in two LR1s for periods ending between June 2025 and March 2026, respectively. The remaining minimum lease liabilities and related number of operating days under the operating lease this operating lease as of March 31, 2025 are as follows:
Amount
Operating Days
9,370
348
2026
1,949
72
Total lease payments (lease component only)
11,319
less imputed interest
(241)
Total operating lease liabilities
11,078
2. Office and other space:
The Company has operating leases for offices and a lightering workboat dock space. These leases have expiry dates ranging from November 2026 to May 2033.
Payments of lease liabilities for office and other space as of March 31, 2025 are as follows:
958
1,297
2027
1,250
2028
1,077
2029
Thereafter
3,678
Total lease payments
9,337
(1,441)
7,896
Contracts under which the Company is a Lessor
See Note 12, “Revenue,” for discussion on the Company’s revenues from operating leases accounted for under ASC 842.
The future minimum contracted revenues, before the deduction of brokerage commissions, expected to be received on non-cancelable time charters for three VLCCs, one Aframax, one LR2, and eight MRs, and the related revenue days as of March 31, 2025 are as follows:
Revenue Days
88,664
3,239
79,611
2,699
39,433
1,259
34,038
1,098
33,945
1,095
7,068
228
Future minimum revenues
282,758
9,618
Future minimum contracted revenues do not include the Company’s share of time charters entered into by the pools in which it participates or profit-sharing above the base rate on the newbuild dual-fuel LNG VLCCs. Revenues from a time charter are not
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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.
In April 2025, the Company entered into a non-cancelable time charter agreement with a duration of 12 months for one 2017-built Suezmax. The future minimum contracted revenue, before the deduction of the brokerage commission, expected to be received under the agreement is approximately $12.5 million. The vessel is expected to be delivered to the charterer during the second quarter of 2025.
Note 14 — Other Operating Expenses:
Other operating expenses consist of the following expenses:
Consulting fees associated with settlement of pension plan obligations
Total other operating expenses
See Note 15, “Pension and Other Postretirement Benefit Plans,” for additional information on the Company’s defined benefit pension plan obligations.
Note 15 – Pension and Other Postretirement Benefit Plans:
Defined Benefit Pension Plan
In September 2024, the Company contributed $3.6 million into the OSG Ship Management (UK) Ltd. Retirement Benefits Plan (the “Plan”) to allow the Trustee of the Plan to purchase a $21.0 million insurance contract tailored to match the full value of future Plan benefits payable from the Plan. In this arrangement, the Company’s pension benefit obligation and related risks and rewards are not transferred to the insurance company, and as a result, the Company continues to be responsible for paying the benefits. However, this arrangement generally constitutes an economic settlement of the liability by eliminating relevant risks associated with changes to the obligation, including investment, interest rate and longevity risk. The contract is accounted for as a plan asset in the accompanying condensed consolidated balance sheet as of March 31, 2025. As this arrangement does not qualify for settlement accounting under ASC 715, Compensation – Retirement Benefits, the corresponding obligation is netted against the plan asset in the accompanying condensed consolidated balance sheet at an equal amount.
The Company expects the benefits due to the participants under the Plan to be transferred to the insurance company at the completion of their standard review of the Plan’s underlying data with minimal or no additional cost to the Company. At such time, the Company believes the arrangement will qualify for the settlement accounting.
Note 16 — Contingencies:
INSW’s policy for recording legal costs related to contingencies is to expense such legal costs as incurred.
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 is 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.
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In late July 2023, one of the Company’s vessels was arrested in connection with a commercial dispute arising earlier in 2023. Although the vessel was subsequently released, the arresting party sought approximately $25 million in security. The underlying commercial dispute was subject to an arbitration hearing in England. In March 2025, the arbitration tribunal ruled in the Company’s favor by (i) dismissing the arresting party’s claims against the Company, and (ii) awarding the Company the monetary damages it was claiming. The arbitration tribunal’s ruling remains subject to appeal and a request to appeal was filed with the tribunal in April 2025. Regardless of the outcome of any appeal, the Company’s ultimate ability to collect damages in whole or in part from the arresting party remains uncertain.
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ITEM 2. 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:
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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.
INTRODUCTION
This Management’s Discussion and Analysis, which should be read in conjunction with our accompanying condensed consolidated financial statements and notes thereto, provides a discussion and analysis of our business, current developments, financial condition, cash flows and results of operations as of March 31, 2025 and for the three months ended March 31, 2025 and 2024. It is organized as follows:
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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.
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, 2025 and 2024, we derived 53% and 54%, respectively, of our TCE revenues from our Product Carriers segment. Revenues from our Crude Tankers segment constituted the balance of our TCE revenues in the 2025 and 2024 periods.
As of March 31, 2025, the Company’s operating fleet consisted of 78 wholly-owned or lease financed and time chartered-in vessels aggregating 8.6 million deadweight tons (“dwt”). In addition to our operating fleet of 78 vessels, six LR1 newbuilds are scheduled for delivery to the Company between the second half of 2025 and third quarter of 2026, bringing the total operating and newbuild fleet to 84 vessels. Our fleet includes VLCC, Suezmax and Aframax crude tankers and LR2, LR1 and MR product carriers.
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 available to transport cargo is affected by newbuilding deliveries and by the removal of existing vessels from service, principally through storage, recycling or conversions. The Company’s revenues are also affected by its vessel employment strategy, which seeks to achieve the optimal mix of spot (voyage charter) and long-term (time or bareboat charter) charters. Because shipping revenues and voyage expenses are significantly affected by the mix between voyage charters and time charters, the Company measures the performance of its fleet of vessels based on TCE revenues. Management makes economic decisions based on anticipated TCE rates and evaluates financial performance based on TCE rates achieved. In order to take advantage of market conditions and optimize economic performance, management employs all of the Company’s LR1 product carriers, which currently participate in the Panamax International Pool, in the transportation of crude oil cargoes.
Our revenues are derived primarily from spot market voyage charters and our vessels are predominantly employed in the spot market via market-leading commercial pools. We derived approximately 81% of our total TCE revenues in the spot market for the three
25
months ended March 31, 2025 compared with 89% for the three months ended March 31, 2024. The future minimum revenues, before reduction for brokerage commissions, expected to be received on non-cancelable time charters for three VLCCs, one Aframax, one LR2, and eight MRs, as of March 31, 2025 are as follows:
(Dollars in millions)
Amount(1)
88.7
79.6
39.4
34.0
33.9
7.1
282.8
26
Operations and Oil Tanker Markets:
The International Energy Agency (“IEA”) estimates global oil consumption for the first quarter of 2025 at 102.4 million barrels per day (“b/d”), up 1.2% from the same quarter in 2024. The estimate for global oil consumption for 2025 is 103.8 million b/d, an increase of 0.7% over the 2024 estimate of 102.8 million b/d. OECD demand in 2025 is estimated to decrease by 0.4% to 45.5 million b/d, while non-OECD demand is estimated to increase by 1.6% to 58.1 million b/d.
Global oil production in the first quarter of 2025 was 102.5 million b/d, an increase of 1.1 million b/d from the first quarter of 2024. OPEC crude oil production averaged 26.8 million b/d in the first quarter of 2025, up 0.1 million b/d from the fourth quarter of 2024, and an increase of 0.3 million b/d from the first quarter of 2024. Non-OPEC production increased by 0.7 million b/d to 70.1 million b/d in the first quarter of 2025 compared with the first quarter of 2024. Oil production in the U.S. of 13.1 million b/d in the first quarter of 2025 decreased by 2.3% from the fourth quarter of 2024 but increased by 4.7% from the first quarter of 2024.
U.S. refinery throughput decreased by 0.5 million b/d to 16.0 million b/d in the first quarter of 2025 compared with the fourth quarter of 2024.
U.S. crude oil imports in the first quarter of 2025 increased by 0.3% to 6.6 million b/d compared with the first quarter of 2024, with imports from OPEC countries increasing by 0.2 million b/d and imports from non-OPEC countries decreasing by 0.2 million b/d.
China’s crude oil imports in March were 12.1 million b/d, up 0.5 million b/d year-over-year, and the highest since August 2023. January and February 2025 averaged 10.4 million b/d.
OECD commercial crude inventories in the first quarter of 2025 decreased by 3.3%, or 45 million barrels, compared with the fourth quarter of 2024. OECD commercial product inventories in the first quarter of 2025 increased by 1.1%, or 16 million barrels, compared with the fourth quarter of 2024.
During the first quarter of 2025, the tanker fleet of vessels over 10,000 dwt increased, net of vessels recycled, by 2.8 million dwt. The crude fleet increased by 1.9 million dwt, with VLCCs decreasing by 0.3 million dwt and Suezmaxes and Aframaxes increasing by 0.6 million dwt and 1.5 million dwt, respectively. The product carrier fleet increased by 0.9 million dwt, with LR1s decreasing by 0.1 million dwt and MRs increasing by 1.0 million dwt. Year-over-year, the size of the tanker fleet increased by 6.5 million dwt with the VLCCs and LR1s decreasing by 0.9 million dwt and 0.1 million dwt, respectively and Suezmaxes, Aframaxes, and MRs increasing by 1.7 million dwt, 2.9 million dwt, and 2.8 million dwt, respectively.
During the first quarter of 2025, the tanker orderbook decreased by 1.2 million dwt overall. The crude tanker orderbook decreased by 0.9 million dwt. The VLCC orderbook decreased by 0.3 million dwt, the Suezmax orderbook increased by 0.6 million dwt and the Aframax orderbook decreased by 1.3 million dwt. The product carrier orderbook decreased by 0.3 million dwt, with LR1s increasing by 0.1 million dwt and MRs decreased by 0.4 million dwt. Year-over-year, the total tanker orderbook increased by 30.1 million dwt, with increases in VLCC, Suezmaxes, Aframaxes, LR1s and MRs of 12.5 million dwt, 2.1 million dwt, 5.3 million dwt, 2.5 million dwt and 7.7 million dwt, respectively.
Tanker rates in general held steady in the first quarter of 2025 compared with the fourth quarter of 2024. Global economic turmoil stemming from fluctuating announcements of trade barriers has created uncertainty for tanker demand. Generally, trade disruptions are positive for shipping, however, trade barriers can lead to demand destruction, which would be negative. Currently, rates remain significantly over cash breakeven levels.
Update on Critical Accounting Estimates and 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
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Note 2, “Summary of Significant Accounting Policies,” to the Company’s consolidated financial statements as of and for the year ended December 31, 2024 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 2025, income from vessel operations decreased by $95.3 million to $59.2 million from $154.4 million in the first quarter of 2024. Such decrease resulted principally from lower TCE revenues and increased depreciation and amortization and vessel expenses in the current quarter, partially offset by a $10.0 million net gain on the vessel sales recognized in the current quarter.
TCE revenues in the first quarter of 2025 decreased by $92.6 million, or 34%, to $178.3 million from $270.9 million in the first quarter of 2024. This decrease reflects (i) an aggregate $102.4 million rates-based decline resulting from lower average daily rates earned in each of INSW’s fleet sectors, (ii) a $9.0 million days-based decline in the VLCC fleet primarily due to the sale of two vessels during the current quarter and (iii) a $5.6 million decline in Lightering revenues. These decreases were partially offset by a $23.1 million aggregate days-based increase in the MR and LR1 sectors, driven by the net addition of six MRs between April 2024 and January 2025 and 89 incremental LR1 chartered-in days in the current quarter.
See Note 4, “Business and Segment Reporting,” to the accompanying condensed consolidated financial statements for additional information on the Company’s segments, including reconciliations of (i) time charter equivalent revenues to shipping revenues and (ii) adjusted income from vessel operations for the segments to income before income taxes, as reported in the condensed consolidated statements of operations.
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Crude Tankers
(Dollars in thousands, except daily rate amounts)
TCE revenues
(28,418)
(30,513)
(2,836)
(3,508)
(18,702)
(20,049)
Adjusted income from vessel operations (a)
Average daily TCE rate
34,528
46,991
Average number of owned vessels (b)
19.5
21.0
Average number of vessels chartered-in
8.9
9.1
Number of revenue days (c)
2,451
2,638
Number of ship-operating days: (d)
Owned vessels
1,770
1,911
Vessels bareboat chartered-in under leases (e)
810
819
Vessels spot chartered-in under leases (f)
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The following table provides a breakdown of TCE rates achieved for the three months ended March 31, 2025 and 2024, between spot and fixed earnings and the related revenue days. The information in this table 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 $1,112 and $1,232 per day for the three months ended March 31, 2025 and 2024, respectively, as well as activity in the Crude Tankers Lightering business and revenue and revenue days for which recoveries were recorded by the Company under its loss of hire insurance policies. The fixed earnings rates in the table are net of broker/address commissions.
Spot Earnings
Fixed Earnings
VLCC:
Average rate
33,531
37,974
44,736
40,917
Revenue days
657
270
863
273
Suezmax:
30,911
29,170
44,666
30,987
1,088
998
183
Aframax:
25,422
38,502
40,913
38,500
89
222
91
During the first quarter of 2025, TCE revenues for the Crude Tankers segment decreased by $39.3 million, or 32%, to $84.6 million from $124.0 million in the first quarter of 2024. Such decrease principally resulted from (i) an aggregate rates-based decrease in the VLCC, Suezmax and Aframax fleets of $26.0 million due to lower average daily blended rates in these sectors, (ii) a $9.0 million days-based decline in the VLCC sector, which reflected the sales of one 2010-built VLCC and one 2011-built VLCC and 77 more off-hire days during the current quarter, and (iii) a $5.6 million decrease in the Crude Tankers Lightering business.
Vessel expenses decreased by $2.1 million to $28.4 million in the first quarter of 2025 from $30.5 million in the first quarter of 2024. Such decrease was driven principally by the sales of the two VLCCs noted above. Charter hire expenses decreased by $0.7 million quarter-over-quarter due to decreased charter hire expense in the Crude Tankers Lightering business, which primarily reflects charter hire incurred in conjunction with a full-service lightering job during the prior year’s quarter and incremental off-hire time during the current quarter associated with the workboats being chartered-in by the Company. Depreciation and amortization decreased by $1.3 million to $18.7 million in the current quarter from $20.0 million in the first quarter of 2024, primarily as a result of the sales of the two VLCCs noted above.
Excluding depreciation and amortization and general and administrative expenses, operating income for the Crude Tankers Lightering business was $2.8 million for the first quarter of 2025 compared with $7.8 million for the first quarter of 2024. The decrease reflects a decline in period-over-period activity levels, with 85 service support only lighterings and no full-service lightering jobs being performed during the first quarter of 2025 compared with 128 service support only lighterings and one full-service lightering job that was in progress during the first quarter of 2024.
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Product Carriers
(38,610)
(32,868)
(6,309)
(3,140)
(21,003)
(14,104)
22,061
39,807
Average number of owned vessels
43.1
38.0
5.9
5.0
Number of revenue days
4,248
3,692
Number of ship-operating days:
3,923
3,458
Vessels bareboat chartered-in under leases (a)
360
364
Vessels time chartered-in under leases
180
The following table provides a breakdown of TCE rates achieved for the three months ended March 31, 2025 and 2024, between spot and fixed earnings and the related revenue days. The information in this table 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 $767 and $898 per day for the three months ended March 31, 2025 and 2024, respectively, as well as revenue and revenue days for which recoveries were recorded by the Company under its loss of hire insurance policies. The fixed earnings rates in the table are net of broker/address commissions.
LR2:
39,417
51,027
LR1(1):
27,367
66,310
719
571
MR(2):
21,408
21,782
37,969
21,696
2,664
710
2,546
465
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During the first quarter of 2025, TCE revenues for the Product Carriers segment decreased by $53.3 million, or 36%, to $93.7 million from $147.0 million in the first quarter of 2024. The reduction in TCE revenues was primarily as a result of (i) an aggregate $76.4 million rates-based decrease in the LR2, LR1 and MR sectors due to lower average daily blended rates earned in the current quarter, which were partially offset by (ii) a $14.9 million days-based increase in the MR sector, which reflects the Company’s acquisition of nine MRs between April 2024 and January 2025, partially offset by the sale of three MRs between April 2024 and July 2024, and (iii) a $8.3 million days-based increase in the LR1 sector, which resulted primarily from a 89-day increase in time chartered-in days in the current quarter.
Vessel expenses increased by $5.7 million to $38.6 million in the first quarter of 2025 from $32.9 million in the first quarter of 2024. Such increase principally reflects the impact of the increase in our MR fleet referenced above. Charter hire expenses increased by $3.2 million to $6.3 million in the current quarter from $3.1 million in the first quarter of 2024, primarily as a result of the quarter-over-quarter increase in time chartered-in LR1 days described above. Depreciation and amortization increased by $6.9 million to $21.0 million in the current quarter from $14.1 million in the prior year’s quarter. Such increase resulted primarily from increased drydock amortization and the MR purchases and sales referenced above.
General and Administrative Expenses
During the first quarter of 2025, general and administrative expenses increased by $1.1 million to $13.2 million from $12.1 million in the first quarter of 2024. The primary drivers were comprised of (i) increased compensation and benefits costs of $0.6 million, of which $0.3 million was due to non-cash stock compensation and (ii) higher legal fees of $0.4 million, which were principally incurred in connection with a commercial dispute. See Note 16, “Contingencies,” to the accompanying condensed consolidated financial statements for additional information.
Other Operating Expenses
See Note 14, “Other Operating Expenses,” to the accompanying condensed consolidated financial statements for additional information on these expenses.
Other Income
Other income of $1.8 million and $3.0 million for the three months ended March 31, 2025 and 2024, respectively, is primarily comprised of interest income earned on invested cash. The quarter-over-quarter decrease in interest income reflects the impact of a lower average balance of invested cash during the three months ended March 31, 2025 as well as a decrease in interest rates offered on cash deposits.
The components of interest expense are as follows:
Interest before items shown below
12,589
Interest cost on defined benefit pension obligation
197
205
Impact of interest rate hedge derivatives
Capitalized interest
(738)
(219)
11,452
12,887
Interest expense decreased during the first quarter of 2025 compared to the first quarter of 2024 as a result of (i) a reduction in the average outstanding principal balance under the Company’s floating rate debt facilities, due to voluntary repayments of such facilities
32
since April 2024, (ii) the repayment in full of the ING Credit Facility in April 2024, and (iii) the decline of SOFR rates during the first quarter of 2025 compared to 2024. See Note 8, “Debt,” in the accompanying condensed consolidated financial statements for further information on the Company’s debt facilities.
Taxes
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 2025 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 2025. There can be no assurance at this time that INSW will continue to qualify for the Section 883 exemption beyond calendar year 2025. Should the Company not qualify for the exemption in the future, INSW will be subject to U.S. federal income taxation of 4% of its U.S. source shipping income on a gross basis without the benefit of deductions. Shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the 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. would 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 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:
While EBITDA and Adjusted EBITDA are frequently used by companies as a measure of operating results and performance, neither of those items as prepared by the Company is necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculation.
The following table reconciles net income, as reflected in the condensed consolidated statements of operations, to EBITDA and Adjusted EBITDA:
EBITDA
100,722
191,530
Adjusted EBITDA
90,701
191,479
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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
As of March 31, 2025, we had total liquidity on a consolidated basis of $673.2 million comprised of $132.8 million of cash and $540.4 million of undrawn revolver capacity.
Working capital at March 31, 2025 and December 31, 2024 was $208.2 million and $245.4 million, respectively. Current assets are highly liquid, consisting principally of cash, interest-bearing deposits, and receivables. Current liabilities include current installments of long-term debt of $50.2 million and $50.1 million at March 31, 2025 and December 31, 2024, respectively.
The Company’s cash and cash equivalents decreased by $24.7 million during the three months ended March 31, 2025. The decrease principally reflects the net impact of (i) $81.6 million of net loan repayments under the $500 Million Revolving Credit Facility; (ii) $34.5 million of cash dividends paid to shareholders; (iii) $12.2 million in regularly scheduled principal amortization of the Company’s lease financing arrangements; (iv) $69.9 million of cash provided by operating activities; (v) $48.4 million in returned security deposits and net proceeds from the sale of two VLCCs and purchase of two MRs; and (vi) $11.4 million in other expenditures for vessels, vessel improvements and other property, of which $8.8 million was construction in progress payments.
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.
As of March 31, 2025, we had total debt outstanding (net of original issue discount and deferred financing costs of $6.1 million) of $594.9 million and net debt to capital of 19.8%, compared with 22.2% at December 31, 2024.
Sources, Uses and Management of Capital
During 2025 to date, we have (i) used incremental liquidity generated from operations and the proceeds from disposal of older tonnage at strong prices to invest in renewing and growing the fleet, (ii) enhanced our balance sheet and liquidity position, and (iii) continued to make substantial returns to shareholders.
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. Our current uses of funds are to fund working capital requirements, maintain the quality of our vessels, purchase vessels, pay newbuilding construction costs, comply with international shipping standards and environmental laws and regulations, repay or repurchase our outstanding loan facilities, pay a regular quarterly cash dividend, and from time to time, repurchase shares of our common stock and pay supplemental cash dividends.
The following is a summary of the significant capital allocation and strategic fleet optimization activities we executed so far during 2025 and sources of capital we have at our disposal for future use as well as the Company’s current commitments for future uses of capital:
34
Further building on our liquidity enhancing, deleveraging and financing initiatives, we executed the following transactions:
As of March 31, 2025, the Company has contractual commitments for the construction of six dual-fuel ready LR1s, and the purchase and installation of one ballast water treatment system and four mewis ducts, and purchase and installation of various performance efficiency devices for the fleet. The Company’s debt service commitments and aggregate purchase commitments for vessel construction and betterments as of March 31, 2025, are presented in the Aggregate Contractual Obligations Table below.
Outlook
Our strong balance sheet, as evidenced by a substantial level of liquidity, 34 unencumbered vessels (excluding the six LR1s under construction) as of March 31, 2025, and diversified financing sources with debt maturities spread out between 2030 and 2031, positions us to support our operations over the next twelve months as we continue to advance our vessel employment strategy, which seeks to achieve an optimal mix of spot (voyage charter) and long-term (time charter) charters. Our balance sheet strength and balanced fleet position us to continue pursuing our disciplined capital allocation strategy of fleet renewal, incremental debt reduction and returns to shareholders and pursue potential strategic opportunities that may arise within the diverse sectors in which we operate.
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Aggregate Contractual Obligations
A summary of the Company’s long-term contractual obligations as of March 31, 2025 follows:
Beyond
$500 Million Revolving Credit Facility(1)
3,835
5,199
5,754
5,477
5,132
63,698
89,095
$160 Million Revolving Credit Facility(2)
732
898
811
731
161
3,333
Ocean Yield Lease Financing - floating rate(3)
38,252
50,037
47,829
45,394
42,723
147,523
371,758
BoComm Lease Financing - fixed rate(4)
17,903
23,762
23,761
23,826
142,272
255,286
Toshin Lease Financing - fixed rate(4)
1,620
2,160
2,151
2,223
2,052
4,881
15,087
Hyuga Lease Financing - fixed rate(4)
1,674
2,232
4,256
14,714
Kaiyo Lease Financing - fixed rate(4)
1,688
2,409
2,214
2,127
12,866
Kaisha Lease Financing - fixed rate(4)
2,225
2,287
13,029
Operating lease obligations(5)
Time Charter-ins
12,309
2,563
14,872
Vessel and vessel betterment commitments(6)
128,796
188,480
317,276
209,642
281,262
88,216
85,316
81,495
370,722
1,116,653
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 exposure associated with changes in variable interest rate payments due on its credit facilities in a cost-effective manner, the Company, from time-to-time, enters into interest rate swap, collar 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
36
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.
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, incentive compensation recoupment policy, and charters of the Audit Committee, the Human Resources and Compensation Committee, Sustainability and Safety Committee and the Corporate Governance and Risk Assessment Committee of the Board of Directors. The Company is required to disclose any amendment to a provision of its Code of Business Conduct and Ethics. The Company intends to use its website as a method of disseminating this disclosure, as permitted by applicable SEC rules. Any such disclosure will be posted to the Company website within four business days following the date of any such amendment. 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.
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ITEM 4. CONTROLS AND PROCEDURES
Disclosure 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, 2025 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 ended March 31, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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 below in this Quarterly Report, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our 2024 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. The risk factor set forth below updates, and should be read together with the risk factors in our 2024 Form 10-K:
Risks Related to Legal and Regulatory Matters
An increase in trade protectionism and a proposal by the United States to impose significant fees on vessels entering a U.S. port where that vessel was constructed in China or is owned or operated by a Chinese entity could adversely impact our results of operation, financial condition and cash flows.
Protectionist trade developments, such as increased tariffs on imports, or the perception that they may occur, may have an adverse effect on global economic conditions, and may significantly affect and/or reduce global trade. Governments may increasingly turn to trade barriers to protect their domestic industries against foreign imports or to retaliate against other governments imposing tariffs, potentially depressing shipping demand. The United States government has made statements and taken actions that impact U.S. international trade policies, including imposing new tariffs on imports from Canada, Mexico and China, and those and other countries have imposed, or threatened to impose, retaliatory tariffs on imports from the United States. In addition, the U.S. trade representative in April 2025 adopted a proposal under which, beginning in October 2025 certain vessels that were constructed in China or are owned or operated by a Chinese entity would be charged a fee based on their net tonnage upon entering a U.S. port, which fee would increase over time. The Company owns 14 vessels that were constructed in China (four of which fall below the 55,000 dwt scope of the proposal), time charters-in two vessels that were constructed in China and bareboat charters in three non-Chinese built vessels from a Chinese financial institution in a finance leasing arrangement, which is accounted for as a loan. The proposal lacks clarity in its
38
application to certain scenarios that may apply to us and it is expected that further guidance on the proposal will be provided before the fees are imposed. We are currently evaluating the effect that the proposal would have on us, including our results of operation and cash flows, and on our industry generally.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
No stock repurchases were made during the three months ended March 31, 2025 other than shares withheld to cover tax withholding liabilities relating to the vesting of outstanding restricted stock units held by certain members of management.
See Note 10, “Capital Stock and Stock Compensation,” to the accompanying condensed consolidated financial statements for additional information about the stock repurchase plan and a description of shares withheld to cover the cost of stock options exercised by certain members of management and tax withholding liabilities relating to the vesting of previously-granted equity awards to certain members of management, which is incorporated by reference in this Part II, Item 2.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Insider Trading Arrangements and Policies
During the first quarter of 2025, none of our directors or executive officers adopted Rule 10b5-1 trading plans and none of our directors or executive officers terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).
Item 6. Exhibits
10.1
Joinder Agreement dated March 21, 2025 by each of Alpha Seaways MR Tanker Corporation and Delta Seaways MR Tanker Corporation to the $500 Million Revolving Credit Facility among the Registrant, the Borrower, the other Guarantors from time to time party thereto, the Lenders from time to time party thereto, Nordea Bank Abp, New York Branch, as administrative agent for the lenders and as collateral agent and security trustee for the Secured Parties (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated March 26, 2025 and incorporated herein by reference).
*10.2
Form of Amendment No. 7 to Jeffrey D. Pribor’s Employment Agreement filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated March 18, 2025 and incorporated herein by reference.
*10.3
Form of Amendment No. 8 to James D. Small III’s Employment Agreement filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated March 18, 2025 and incorporated herein by reference.
*10.4
Form of Amendment No. 9 to Adewale O. Oshodi’s Employment Agreement filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K dated March 18, 2025 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
Inline XBRL Instance Document
EX-101.SCH
Inline XBRL Taxonomy Extension Schema
EX-101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase
EX-101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase
EX-101.LAB
Inline XBRL Taxonomy Extension Label Linkbase
EX-101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase
EX-104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
40
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.
(Registrant)
Date: May 8, 2025
/s/ Lois K. Zabrocky
Lois K. Zabrocky
Chief Executive Officer
/s/ Jeffrey D. Pribor
Jeffrey D. Pribor
Chief Financial Officer
41