International Seaways, Inc. Second Quarter 2021 Earnings Presentation August 9, 2021 INSTED NYSE Disclaimer Forward-Looking Statements During the course of this presentation, the Company (International Seaways, Inc. (INSW)) may make forward-looking statements or provide forward-looking information. All statements other than statements of historical facts should be considered forward-looking statements. Some of these statements include words such as ''outlook,'' ''believe,'' ''expect,'' ''potential,'' ''cont ...

[Filing Information](index=1&type=section&id=Filing%20Information) This section provides essential administrative and stock-related details for the company's quarterly filing [General Information](index=1&type=section&id=General%20Information) This section provides the general filing information for International Seaways, Inc.'s Form 10-Q for the quarterly period ended June 30, 2021, including its status as an accelerated filer and an emerging growth company, and details on its common stock and senior notes - The registrant is an **Accelerated Filer** and an **Emerging Growth Company**[6](index=6&type=chunk) | Title of each class | Trading Symbol(s) | 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 | - As of August 5, 2021, the number of shares outstanding of the issuer's common stock (no par value) was **50,674,393 shares**[8](index=8&type=chunk) [Condensed Consolidated Financial Statements](index=3&type=section&id=Condensed%20Consolidated%20Financial%20Statements) This section presents the company's financial position, operational performance, and cash flows for the reported periods [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet shows a **decrease** in **total assets** from **$1,586,539 thousand** at December 31, 2020, to **$1,518,865 thousand** at June 30, 2021, primarily driven by a reduction in cash and cash equivalents and vessels and other property. **Total liabilities** also **decreased**, leading to a slight reduction in **total equity** | Metric (Dollars in thousands) | June 30, 2021 | December 31, 2020 | | :---------------------------- | :------------ | :---------------- | | Cash and cash equivalents | $117,391 | $199,390 | | Total Current Assets | $212,310 | $256,834 | | Vessels and other property, net | $1,055,747 | $1,108,214 | | Total Assets | $1,518,865 | $1,586,539 | | Total Current Liabilities | $102,112 | $108,896 | | Long-term debt | $444,566 | $474,332 | | Total Liabilities | $571,411 | $614,497 | | Total Equity | $947,454 | $972,042 | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company reported a significant shift from **net income** in Q2 2020 to a **net loss** in Q2 2021 and for the six months ended June 30, 2021. This was primarily due to a substantial **decrease** in **shipping revenues**, which fell from **$139,725 thousand** in Q2 2020 to **$46,304 thousand** in Q2 2021, and from **$265,062 thousand** in H1 2020 to **$93,060 thousand** in H1 2021 | Metric (Dollars in thousands, except per share) | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :---------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Shipping Revenues | $46,304 | $139,725 | $93,060 | $265,062 | | Total operating expenses | $63,722 | $71,833 | $122,323 | $143,821 | | Operating (loss)/income | $(12,043) | $73,097 | $(18,420) | $131,557 | | Net (loss)/income | $(18,783) | $64,358 | $(32,148) | $97,377 | | Basic net (loss)/income per share | $(0.67) | $2.26 | $(1.15) | $3.37 | | Diluted net (loss)/income per share | $(0.67) | $2.24 | $(1.15) | $3.35 | [Condensed Consolidated Statements of Comprehensive Income/(Loss)](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%2F%28Loss%29) The company reported a **comprehensive loss** of **$19,306 thousand** for Q2 2021, a significant decline from a **comprehensive income** of **$63,239 thousand** in Q2 2020. For the six months ended June 30, 2021, the **comprehensive loss** was **$22,452 thousand**, compared to an **income** of **$81,866 thousand** in the prior year, primarily driven by the **net loss** and changes in unrealized gains/losses on cash flow hedges | Metric (Dollars in thousands) | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :---------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net (loss)/income | $(18,783) | $64,358 | $(32,148) | $97,377 |\n| Other comprehensive (loss)/income, net of tax | $(523) | $(1,119) | $9,696 | $(15,511) |\n| Comprehensive (loss)/income | $(19,306) | $63,239 | $(22,452) | $81,866 | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) **Cash flows from operating activities** shifted from a **net inflow** of **$127,690 thousand** in H1 2020 to a **net outflow** of **$22,518 thousand** in H1 2021. **Investing activities** continued to use cash, while **financing activities** also saw a reduced outflow compared to the prior year, resulting in a **net decrease in cash, cash equivalents, and restricted cash** of **$82,113 thousand** for H1 2021 | Metric (Dollars in thousands) | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :---------------------------- | :----------------------------- | :----------------------------- | | Net cash (used in)/provided by operating activities | $(22,518) | $127,690 | | Net cash used in investing activities | $(21,065) | $(27,765) | | Net cash used in financing activities | $(38,530) | $(105,707) | | Net decrease in cash, cash equivalents and restricted cash | $(82,113) | $(5,782) | | Cash, cash equivalents and restricted cash at end of period | $133,564 | $144,461 | [Condensed Consolidated Statements of Changes in Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Equity) **Total equity decreased** from **$972,042 thousand** at January 1, 2021, to **$947,454 thousand** at June 30, 2021, primarily due to a **net loss** of **$32,148 thousand** and dividends paid, partially offset by other comprehensive income and stock-based compensation | Metric (Dollars in thousands) | Balance at January 1, 2021 | Net loss | Other comprehensive income | Dividends declared and paid | Balance at June 30, 2021 | | :---------------------------- | :------------------------- | :------- | :------------------------- | :-------------------------- | :----------------------- | | Capital | $1,280,501 | — | — | $(3,369) | $1,278,365 | | Accumulated deficit | $(275,846) | $(32,148) | — | — | $(307,994) | | Accumulated other comprehensive loss | $(32,613) | — | $9,696 | — | $(22,917) | | Total Equity | $972,042 | $(32,148) | $9,696 | $(3,369) | $947,454 | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section details the significant accounting policies, estimates, and disclosures supporting the financial statements [Note 1 — Basis of Presentation](index=8&type=section&id=Note%201%20%E2%80%94%20Basis%20of%20Presentation) The condensed consolidated financial statements include International Seaways, Inc. and its wholly-owned subsidiaries, primarily engaged in crude oil and refined petroleum product transportation. As of June 30, 2021, the company operated **36 vessels** and had three LNG VLCC newbuilds scheduled for 2023. Post-June 30, 2021, the **fleet expanded to 97 vessels** due to the Diamond S merger - As of June 30, 2021, the Company owned and operated a **fleet of 36 oceangoing vessels**, including three chartered-in vessels and two vessels through joint ventures[15](index=15&type=chunk) - Three **dual-fuel LNG VLCC newbuilds** are scheduled for delivery in Q1 2023, bringing the total operating and newbuild fleet to **39 vessels** as of June 30, 2021[15](index=15&type=chunk) - Subsequent to June 30, 2021, the **operating and newbuild fleet increased to 97 vessels** upon the completion of the acquisition of **64 vessels** through the merger transaction[15](index=15&type=chunk) [Note 2 — Merger Transaction](index=8&type=section&id=Note%202%20%E2%80%94%20Merger%20Transaction) International Seaways, Inc. completed a **stock-for-stock merger** with Diamond S Shipping Inc. on July 16, 2021, resulting in INSW shareholders owning approximately **55.75%** and former Diamond S shareholders owning **44.25%** of the combined entity. The merger involved a special dividend payment, amendment of debt agreements, changes to the Board of Directors, and is accounted for as an **asset acquisition** - On July 16, 2021, INSW completed a **stock-for-stock merger** with Diamond S Shipping Inc., with Diamond S becoming a **wholly-owned subsidiary** of INSW[19](index=19&type=chunk) - The merger resulted in the issuance of **22,536,647 shares** of INSW Common Stock, with pre-merger INSW shareholders owning approximately **55.75%** and former Diamond S shareholders owning **44.25%** of the combined company[20](index=20&type=chunk) - Prior to the merger, INSW paid a **special dividend of $31.5 million** (**$1.12 per share**) to its shareholders on July 15, 2021[21](index=21&type=chunk) - The merger is treated as an **asset acquisition**, not a business combination, with acquired assets and assumed liabilities recorded at cost based on their relative fair value[31](index=31&type=chunk) [Completion of Merger Transaction](index=8&type=section&id=Completion%20of%20Merger%20Transaction) - On July 16, 2021, International Seaways, Inc. completed a **stock-for-stock merger** with Diamond S Shipping Inc., with Diamond S becoming a **wholly-owned subsidiary** of INSW[19](index=19&type=chunk) - Each Diamond S common share was exchanged for **0.55375** of an INSW common share, resulting in the issuance of **22,536,647 INSW common shares**[20](index=20&type=chunk) - Pre-merger INSW shareholders and former Diamond S shareholders now own approximately **55.75%** and **44.25%**, respectively, of the combined company's **50,674,393 outstanding common shares**[20](index=20&type=chunk) - INSW paid a **special dividend of $31.5 million** (**$1.12 per share**) to its shareholders on July 15, 2021, prior to the merger's effective time[21](index=21&type=chunk) [Amended and Restated Debt Agreements](index=10&type=section&id=Amended%20and%20Restated%20Debt%20Agreements) - Lenders under Diamond S' existing credit facilities consented to the Merger and waived any resulting event of default[22](index=22&type=chunk) - On May 27, 2021, INSW entered into Amendment and Restatement Agreements for Diamond S' **$360 Million** and **$525 Million Credit Agreements**[23](index=23&type=chunk) - INSW executed guarantees for Diamond S' obligations under the amended credit agreements, which became effective upon the merger's consummation[23](index=23&type=chunk)[24](index=24&type=chunk) [Directors and Certain Officers](index=10&type=section&id=Directors%20and%20Certain%20Officers) - Following the Merger, the Company's Board of Directors consists of **ten directors**: a chairman, six additional directors designated by INSW, and three additional directors designated by Diamond S[25](index=25&type=chunk) - Mr. Ty E. Wallach resigned from the Board, and his restricted stock awards vested immediately. Mr. Craig H. Stevenson Jr., Alexandra K. Blankenship, and Nadim Qureshi, designated by Diamond S, joined the Board[26](index=26&type=chunk)[27](index=27&type=chunk) - Mr. Stevenson, Jr. will also serve as a special advisor to the CEO for six months, receiving a total consulting fee of **$0.5 million**[29](index=29&type=chunk) - The senior management of INSW remains in their current roles, leading the combined company[30](index=30&type=chunk) [Accounting for the Merger](index=12&type=section&id=Accounting%20for%20the%20Merger) - The Merger is not considered a business combination under ASC 805 and ASU 2017-01, but rather an **asset acquisition**, as it primarily involves acquiring vessels and associated assets and liabilities[31](index=31&type=chunk) - All acquired assets and assumed liabilities will be recorded at the cost of acquisition, including transaction costs, based on their relative fair value[31](index=31&type=chunk) - As of June 30, 2021, INSW incurred approximately **$4.8 million** in **direct transaction costs**, with **$4.4 million** paid during the six months ended June 30, 2021[32](index=32&type=chunk) [Note 3 — Significant Accounting Policies](index=12&type=section&id=Note%203%20%E2%80%94%20Significant%20Accounting%20Policies) This note outlines updates to the company's critical accounting policies, including definitions for cash, cash equivalents, and restricted cash, credit risk concentration, deferred finance charges, vessel capitalization, and the company's approach to the LIBOR transition - **Restricted cash** of **$16.2 million** (June 30, 2021) and **$16.3 million** (December 31, 2020) relates to the Sinosure Credit Facility and is included in non-current assets[33](index=33&type=chunk) - The **allowance for credit losses** for voyage receivables increased from **$55 thousand** at December 31, 2020, to **$95 thousand** at June 30, 2021[34](index=34&type=chunk) - The Company's **primary exposure to LIBOR** is in its floating rate debt facilities and interest rate derivatives, with a **transition to SOFR expected** as the June 30, 2023 sunset date approaches[39](index=39&type=chunk) [Cash, cash equivalents and restricted cash](index=12&type=section&id=Cash%2C%20cash%20equivalents%20and%20restricted%20cash) - **Interest-bearing deposits** with maturities of three months or less when purchased are classified as cash and cash equivalents[33](index=33&type=chunk) - **Restricted cash**, primarily related to the Sinosure Credit Facility, was **$16.2 million** as of June 30, 2021, and **$16.3 million** as of December 31, 2020, and is included in non-current assets[33](index=33&type=chunk) [Concentration of Credit Risk](index=12&type=section&id=Concentration%20of%20Credit%20Risk) | (Dollars in thousands) | Voyage Receivables | | :------------------------------ | :----------------- | | Balance at December 31, 2020 | $55 | | Provision for expected credit losses | $43 | | Write-offs charged against the allowance | $(3) | | Balance at June 30, 2021 | $95 | - The Company is exposed to **credit losses** from off-balance sheet exposures related to guarantees of joint venture debt[34](index=34&type=chunk) - Commercial pools accounted for **94%** and **88%** of consolidated voyage receivables at June 30, 2021, and December 31, 2020, respectively[35](index=35&type=chunk) [Deferred finance charges](index=12&type=section&id=Deferred%20finance%20charges) - **Deferred finance charges** are amortized to interest expense over the term of the related debt[36](index=36&type=chunk) - Unamortized **deferred finance charges** were **$0.7 million** (Core Revolving Facility) and **$5.9 million** (other debt facilities) as of June 30, 2021[36](index=36&type=chunk)[37](index=37&type=chunk) - **Interest expense** from amortization of deferred financing charges was **$0.5 million** for Q2 2021 and **$1.0 million** for H1 2021[37](index=37&type=chunk) [Vessels](index=13&type=section&id=Vessels) - Interest costs are capitalized to vessels during construction, aggregating **$58 thousand** for both the three and six months ended June 30, 2021[38](index=38&type=chunk) [Recently Issued Accounting Standards (LIBOR Transition)](index=13&type=section&id=Recently%20Issued%20Accounting%20Standards%20%28LIBOR%20Transition%29) - The FASB issued ASU 2020-04 and ASU 2021-01 to provide relief for companies preparing for the discontinuation of LIBOR[39](index=39&type=chunk) - The Company's **primary exposure to LIBOR** is in its floating rate debt facilities and interest rate derivatives[39](index=39&type=chunk) - The Company expects to transition its **LIBOR-based agreements** to the **Secured Overnight Financing Rate (SOFR)** as the June 30, 2023 sunset date for USD LIBOR approaches[39](index=39&type=chunk) [Note 4 — Earnings per Common Share](index=13&type=section&id=Note%204%20%E2%80%94%20Earnings%20per%20Common%20Share) **Basic EPS** is calculated by dividing earnings (after deducting dividends and undistributed earnings for participating securities) by the weighted average common shares outstanding. **Diluted EPS** considers potentially dilutive stock options and restricted stock units. For H1 2021, there were no dilutive equity awards, and certain awards were anti-dilutive - **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[40](index=40&type=chunk) - **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[41](index=41&type=chunk) | (Dollars in thousands) | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net (loss)/income allocated to: | | | | | | Common Stockholders | $(18,785) | $64,272 | $(32,154) | $97,227 | | Participating securities | $2 | $86 | $6 | $150 | | Total | $(18,783) | $64,358 | $(32,148) | $97,377 | - For the three and six months ended June 30, 2021, there were no dilutive equity awards outstanding[45](index=45&type=chunk) [Note 5 — Business and Segment Reporting](index=15&type=section&id=Note%205%20%E2%80%94%20Business%20and%20Segment%20Reporting) The Company operates in two reportable segments: **Crude Tankers** and **Product Carriers**. **Adjusted income/(loss) from vessel operations** is used for segment reporting, excluding general and administrative expenses, credit losses, debt modification fees, merger costs, and disposal losses. The accounting policies are consistent with the consolidated financial statements - The Company has two reportable segments: **Crude Tankers** and **Product Carriers**[46](index=46&type=chunk) - **Adjusted income/(loss) from vessel operations** for segment purposes excludes general and administrative expenses, provision for credit losses, third-party debt modification fees, merger and integration related costs, and loss on disposal of vessels and other property[46](index=46&type=chunk) | (Dollars in thousands) | Crude Tankers (Q2 2021) | Product Carriers (Q2 2021) | Totals (Q2 2021) | Crude Tankers (Q2 2020) | Product Carriers (Q2 2020) | Totals (Q2 2020) | | :--------------------- | :---------------------- | :------------------------- | :--------------- | :---------------------- | :------------------------- | :--------------- | | Shipping revenues | $32,548 | $13,756 | $46,304 | $110,407 | $29,318 | $139,725 | | Time charter equivalent revenues | $31,096 | $13,622 | $44,718 | $105,890 | $29,399 | $135,289 | | Adjusted (loss)/income from vessel operations | $(7,058) | $975 | $(6,101) | $62,883 | $15,731 | $78,591 | | Equity in income of affiliated companies | $5,375 | — | $5,375 | $5,205 | — | $5,205 | | (Dollars in thousands) | Crude Tankers (H1 2021) | Product Carriers (H1 2021) | Totals (H1 2021) | Crude Tankers (H1 2020) | Product Carriers (H1 2020) | Totals (H1 2020) | | :--------------------- | :---------------------- | :------------------------- | :--------------- | :---------------------- | :------------------------- | :--------------- | | Shipping revenues | $70,058 | $23,002 | $93,060 | $204,084 | $60,978 | $265,062 | | Time charter equivalent revenues | $67,046 | $22,841 | $89,887 | $194,744 | $60,276 | $255,020 | | Adjusted loss from vessel operations | $(8,015) | $(1,698) | $(9,754) | $106,824 | $30,087 | $136,864 | | Equity in income of affiliated companies | $10,843 | — | $10,843 | $10,316 | — | $10,316 | [Note 6 — Vessels](index=17&type=section&id=Note%206%20%E2%80%94%20Vessels) The Company recorded a **$3.5 million impairment charge** for a Panamax vessel held for sale in Q2 2021. It also committed to construct three dual-fuel LNG VLCCs for **$290.0 million**, with **$14.6 million** expended by June 30, 2021. Several vessel sales were initiated or completed in H1 2021 and post-quarter, including a VLCC, Panamaxes, and MRs acquired in the merger - A held-for-sale **impairment charge of $3.5 million** was recorded in Q2 2021 for a 2003-built Panamax, writing down its value to estimated fair value and covering selling costs[50](index=50&type=chunk)[51](index=51&type=chunk) - The Company entered into agreements to construct three **dual-fuel LNG VLCCs** for approximately **$290.0 million**, with delivery scheduled for Q1 2023. These vessels will be employed on **seven-year time charter contracts** with Shell[52](index=52&type=chunk) - **Accumulated expenditures** for vessels under construction totaled **$14.6 million** as of June 30, 2021, with **remaining commitments** of **$273.8 million**[52](index=52&type=chunk) - During H1 2021 and post-quarter, the Company entered into agreements for the **sale of a 2002-built VLCC**, three Panamaxes, and seven MRs (six acquired in the merger)[53](index=53&type=chunk)[54](index=54&type=chunk)[55](index=55&type=chunk) [Vessel Impairments](index=17&type=section&id=Vessel%20Impairments) - A held-for-sale **impairment charge of $3.5 million** was recognized in Q2 2021 for a 2003-built Panamax[50](index=50&type=chunk) - The charge included **$3.4 million** to write down the vessel to its estimated fair value and **$0.1 million** for estimated selling costs[50](index=50&type=chunk)[51](index=51&type=chunk) - Fair value was determined using the market approach, based on the sales price from a memorandum of agreement[51](index=51&type=chunk) [Construction Commitments](index=19&type=section&id=Construction%20Commitments) - The Company committed to construct three **dual-fuel LNG VLCCs**, scheduled for delivery in Q1 2023, with a **total cost of approximately $290.0 million**[52](index=52&type=chunk) - These VLCCs will be employed on **seven-year time charter contracts** with Shell[52](index=52&type=chunk) - **Accumulated expenditures** of **$14.6 million** (including **$58 thousand** in capitalized interest) were recorded as of June 30, 2021, with **remaining commitments** of **$273.8 million**[52](index=52&type=chunk) [Vessel sales](index=19&type=section&id=Vessel%20sales) - In H1 2021, the Company entered agreements for the **sale of a 2002-built VLCC**, a 2002-built Panamax, and a 2003-built Panamax[53](index=53&type=chunk) - The **2002-built VLCC** was delivered in July 2021, and the two Panamaxes are expected to deliver in August 2021[53](index=53&type=chunk) - On June 30, 2021, agreements were made to **sell six MRs** acquired in the merger, expected to deliver in Q3 2021[54](index=54&type=chunk) - Additional agreements were made in July 2021 to sell a 2009-built MR (from the merger) and two 2002-built Panamaxes[55](index=55&type=chunk) [Note 7 — Equity Method Investments](index=19&type=section&id=Note%207%20%E2%80%94%20Equity%20Method%20Investments) The Company holds a **50% interest** in the **FSO Joint Venture** (TI Africa and TI Asia), which operates two Floating Storage and Offloading Service vessels. INSW guarantees a portion of the FSO Term Loan, with a **maximum potential future payment** of **$33.2 million** as of June 30, 2021. The **FSO Joint Venture** reported **net income** of **$9,582 thousand** for Q2 2021 and **$19,292 thousand** for H1 2021 - The Company holds a **50% interest** in the **FSO Joint Venture** (TI Africa and TI Asia), operating two Floating Storage and Offloading Service vessels[56](index=56&type=chunk) - INSW guarantees obligations of the **FSO Joint Venture**, including a **$110 million FSO Term Loan** portion of a **$220 million credit facility**[57](index=57&type=chunk)[58](index=58&type=chunk) - As of June 30, 2021, the **maximum aggregate potential future payment** under INSW's guarantee was **$33.2 million**[59](index=59&type=chunk) | Metric (Dollars in thousands) | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :---------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Shipping revenues | $26,109 | $26,119 | $51,954 | $52,143 | | Net income | $9,582 | $9,213 | $19,292 | $18,240 | [Note 8 — Variable Interest Entities ("VIEs")](index=21&type=section&id=Note%208%20%E2%80%94%20Variable%20Interest%20Entities%20%28%22VIEs%22%29) The Company participates in five commercial pools and two joint ventures, with one pool and the two FSO joint ventures identified as **Variable Interest Entities (VIEs)**. The Company is not considered a primary beneficiary of these VIEs. As of June 30, 2021, the **maximum exposure to loss** related to these VIEs was **$173.9 million**, excluding **$14.9 million** in trade receivables from the VIE pool - As of June 30, 2021, one commercial pool and the two **FSO joint ventures** were determined to be **Variable Interest Entities (VIEs)**[61](index=61&type=chunk) - The Company is not considered a primary beneficiary of these **VIEs**[61](index=61&type=chunk) | (Dollars in thousands) | Condensed Consolidated Balance Sheet | Maximum Exposure to Loss | | :--------------------- | :----------------------------------- | :----------------------- | | Investments in Affiliated Companies | $140,603 | | | Other Liabilities | $3 | $173,853 | - The Company had approximately **$14.9 million** of trade receivables from the **VIE pool**, excluded from the **maximum exposure to loss** calculation[61](index=61&type=chunk) [Note 9 — Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures](index=23&type=section&id=Note%209%20%E2%80%94%20Fair%20Value%20of%20Financial%20Instruments%2C%20Derivatives%20and%20Fair%20Value%20Disclosures) The Company uses **interest rate collars and swaps** to manage interest rate risk on its credit facilities, designating them as **cash flow hedges**. Fair values of financial instruments are categorized by hierarchy, with most debt and derivatives falling under Level 2. The company recognized significant changes in unrealized gains/losses on **cash flow hedges** in other comprehensive income | (Dollars in thousands) | Fair Value (June 30, 2021) | Level 1 | Level 2 | | :--------------------- | :------------------------- | :------ | :------ | | Cash and cash equivalents | $133,564 | $133,564 | $— | | Core Term Loan Facility | $(252,619) | $— | $(252,619) | | Sinosure Credit Facility | $(234,337) | $— | $(234,337) | | 8.5% Senior Notes | $(25,600) | $(25,600) | $— | - The Company uses **interest rate collars and swaps** to manage interest rate risk exposure associated with changes in LIBOR interest rate payments on its credit facilities[63](index=63&type=chunk) | (Dollars in thousands) | Derivatives Designated as Cash Flow Hedges (June 30, 2021) | | :--------------------- | :--------------------------------------------------------- | | Long-term derivative assets | $6,526 | | Current portion of derivative liabilities | $(3,950) | | Long-term derivative liabilities | $(3,782) | | (Dollars in thousands) | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--------------------- | :----------------------------- | :----------------------------- | | Net change in unrealized losses on cash flow hedges | $9,822 | $(16,168) | [Derivatives](index=23&type=section&id=Derivatives) - The Company uses **interest rate collars and swaps** to manage interest rate risk, converting a **$350 million** notional collar into a **$250 million** notional pay-fixed, receive-three-month LIBOR interest rate swap[63](index=63&type=chunk) - An additional **interest rate swap** covering **$25 million** of the Core Term Loan Facility was entered into in April 2020, converting to a fixed rate of **0.50%** through January 23, 2025[64](index=64&type=chunk) - The Sinosure Credit Facility's floating-to-fixed **interest rate swap** was extended to December 21, 2027, and the fixed LIBOR rate reduced to **2.35%**. This hybrid instrument has a bifurcated embedded derivative and a financing component[65](index=65&type=chunk) | (Dollars in thousands) | June 30, 2021 | December 31, 2020 | | :--------------------- | :------------ | :---------------- | | Derivative Assets (interest rate swaps) | $6,526 | $2,129 | | Derivative Liabilities (interest rate swaps) | $(7,732) | $(10,276) | [Note 10 — Debt](index=26&type=section&id=Note%2010%20%E2%80%94%20Debt) The Company's **total debt outstanding** (net of unamortized deferred finance costs) was **$506.0 million** as of June 30, 2021, primarily comprising the Core Term Loan Facility, Sinosure Credit Facility, and 8.5% Senior Notes. The Company was in compliance with all debt covenants as of June 30, 2021, but anticipates a **potential breach of the Interest Coverage Ratio covenant** in Q3 2021 due to forecasted declining TCE rates and is in discussions with lenders for amendments or waivers. **Interest expense decreased** significantly in H1 2021 due to lower debt balances and rates | Debt (Dollars in thousands) | June 30, 2021 | December 31, 2020 | | :-------------------------- | :------------ | :---------------- | | Core Term Loan Facility, net | $249,119 | $267,427 | | Sinosure Credit Facility, net | $232,631 | $244,243 | | 8.5% Senior Notes, net | $24,299 | $24,145 | | Total | $506,049 | $535,815 | | Less current portion | $(61,483) | $(61,483) | | Long-term portion | $444,566 | $474,332 | - The Company was in compliance with all financial and non-financial debt covenants as of June 30, 2021[71](index=71&type=chunk) - Forecasted decline in average daily TCE rates could lead to a **breach of the Interest Coverage Ratio covenant** under the Core Term Loan Facility and Sinosure Credit Facility by the end of Q3 2021[78](index=78&type=chunk) - The Company is in discussions with Sinosure Credit Facility lenders to amend debt facilities to eliminate the **Interest Coverage Ratio covenant** or obtain a waiver[78](index=78&type=chunk) | Metric (Dollars in thousands) | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :---------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total interest expense (before capitalized interest) | $6,900 | $8,700 | $14,100 | $20,600 | | Interest paid | $6,000 | $10,200 | $12,300 | $17,300 | [Debt Covenants](index=26&type=section&id=Debt%20Covenants) - The Company was in compliance with all financial and non-financial covenants under its debt facilities as of June 30, 2021[71](index=71&type=chunk) - Key covenants include **minimum liquidity** (**$50 million** or **5%** of Consolidated Indebtedness), **maximum leverage ratio** (not exceeding **0.60 to 1.00**), current assets exceeding current liabilities, **minimum collateral value** (**135%** of Core Term Loans), and **interest coverage ratio** (not lower than **2.50:1.00**)[72](index=72&type=chunk)[73](index=73&type=chunk)[79](index=79&type=chunk) - A **potential breach of the Interest Coverage Ratio covenant** is forecasted for Q3 2021 due to declining TCE rates, and the Company is seeking amendments or waivers[78](index=78&type=chunk) [Interest Expense](index=28&type=section&id=Interest%20Expense) | Metric (Dollars in thousands) | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :---------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total interest expense (before capitalized interest) | $6,900 | $8,700 | $14,100 | $20,600 | | Interest paid | $6,000 | $10,200 | $12,300 | $17,300 | - The **decrease in interest expense** is primarily due to the **$40.0 million payoff** of the Transition Term Loan Facility in August 2020, regular principal repayments, lower average outstanding debt balances, and lower average LIBOR rates[180](index=180&type=chunk) [Debt Modifications, Repurchases and Extinguishments](index=30&type=section&id=Debt%20Modifications%2C%20Repurchases%20and%20Extinguishments) - During H1 2020, the Company incurred **$7.3 million** in **debt issuance costs** for the 2020 Debt Facilities, with **$6.3 million** capitalized as deferred finance charges and **$0.2 million** expensed as modification fees[80](index=80&type=chunk) - **Net losses of $13.5 million** were recognized in H1 2020 due to prepayment fees (**$1.0 million**) and write-offs of unamortized original issue discount and deferred financing costs (**$12.5 million**) related to debt extinguishments[80](index=80&type=chunk) [Note 11 — Taxes](index=30&type=section&id=Note%2011%20%E2%80%94%20Taxes) The Company primarily derives income from international shipping operations and qualifies for a **U.S. federal income tax exemption** under Section 883 of the Code for 2021. Subsidiaries performing administrative functions are subject to local income taxes. Tonnage taxes are assessed by the Marshall Islands and included in vessel expenses - The Company qualifies for an **exemption from U.S. federal income taxes** under Section 883 of the U.S. Internal Revenue Code for the 2021 calendar year[83](index=83&type=chunk) - This exemption is based on **less than 50% of the Company's stock** being held by **5%** or more shareholders for more than half of 2021[83](index=83&type=chunk) - Marshall Islands imposes tonnage taxes on certain vessels, which are included in vessel expenses[84](index=84&type=chunk) [Note 12 — Capital Stock and Stock Compensation](index=30&type=section&id=Note%2012%20%E2%80%94%20Capital%20Stock%20and%20Stock%20Compensation) The Company accounts for **stock-based compensation** using the fair value method. The merger with Diamond S resulted in the issuance of **22,536,647 INSW common shares** and conversion of Diamond S restricted stock awards. The Company granted restricted common stock, time-based and performance-based restricted stock units (RSUs), and stock options in H1 2021. **Regular quarterly cash dividends** of **$0.06 per share** were declared, and share repurchases occurred for tax withholding purposes - The Company accounts for **stock-based compensation expense** using the fair value method required by ASC 718[85](index=85&type=chunk) - The merger with Diamond S resulted in the issuance of **22,536,647 INSW Common Stock shares**[86](index=86&type=chunk) - In H1 2021, the Company awarded **41,287 restricted common stock shares** to non-employee directors, **64,943 time-based RSUs**, **64,943 performance-based RSUs**, and **141,282 stock options** to officers and employees[88](index=88&type=chunk)[91](index=91&type=chunk)[92](index=92&type=chunk)[93](index=93&type=chunk) - **Regular quarterly cash dividends** of **$0.06 per share** were declared on February 23, 2021, June 4, 2021, and July 28, 2021[95](index=95&type=chunk) - The Company repurchased **50,975 shares** of common stock in H1 2021 at an average cost of **$20.21 per share** to cover withholding taxes related to vested restricted stock units[97](index=97&type=chunk) [Issuance of Shares upon Merger](index=30&type=section&id=Issuance%20of%20Shares%20upon%20Merger) - The merger with Diamond S resulted in the issuance of **22,536,647 shares** of INSW Common Stock[86](index=86&type=chunk) - Post-merger, pre-merger INSW shareholders own approximately **55.75%** and former Diamond S shareholders own **44.25%** of the **50,674,393 outstanding common shares**[87](index=87&type=chunk) [Restricted Common Stock](index=32&type=section&id=Restricted%20Common%20Stock) - **41,287 restricted common stock shares** were awarded to non-employee directors in H1 2021, with a weighted average fair value of **$19.86 per share**[88](index=88&type=chunk) - Outstanding unvested Diamond S restricted stock awards (**131,845 shares**) were converted into **72,994 unvested restricted shares** of INSW Common Stock upon merger[89](index=89&type=chunk) - Mr. Ty E. Wallach's **5,035 restricted INSW Common Stock shares** vested immediately upon his resignation from the Board due to the merger[90](index=90&type=chunk) [Restricted Stock Units and Stock Options](index=32&type=section&id=Restricted%20Stock%20Units%20and%20Stock%20Options) - **64,943 time-based restricted stock units (RSUs)** were granted to senior officers and employees in H1 2021, with a weighted average grant date fair value of **$21.58 per RSU**, vesting in equal installments over three years[91](index=91&type=chunk) - **64,943 performance-based RSUs** were awarded in H1 2021, vesting based on ROIC and TSR performance over a three-year period, with a weighted average grant date fair value of **$21.58 per RSU** (or **$22.50** for TSR-based awards)[92](index=92&type=chunk) - **141,282 stock options** were awarded in H1 2021, with an exercise price of **$21.58 per share** and a weighted average grant date fair value of **$9.92 per option**, vesting in equal installments over three years[93](index=93&type=chunk) [Dividends](index=34&type=section&id=Dividends) - **Regular quarterly cash dividends** of **$0.06 per share** were declared on February 23, 2021, and June 4, 2021, resulting in payments of **$1.7 million** each[95](index=95&type=chunk) - An additional **regular quarterly cash dividend** of **$0.06 per share** was declared on July 28, 2021, payable on September 23, 2021[95](index=95&type=chunk) - A **special dividend of $31.5 million** was paid on July 15, 2021, in connection with the Merger Transaction[96](index=96&type=chunk) [Share Repurchases](index=34&type=section&id=Share%20Repurchases) - The Company repurchased **50,975 shares** of common stock during H1 2021 at an average cost of **$20.21 per share** to cover withholding taxes related to vested restricted stock units[97](index=97&type=chunk) - The Board reauthorized a **$30.0 million stock repurchase program** on August 4, 2020, and increased it to **$50.0 million** on October 28, 2020[98](index=98&type=chunk) - No shares were acquired under the repurchase programs during H1 2021, but **1,417,292 shares** were repurchased for **$30.0 million** in H1 2020 under a prior program[98](index=98&type=chunk) [Note 13 — Accumulated Other Comprehensive Loss](index=34&type=section&id=Note%2013%20%E2%80%94%20Accumulated%20Other%20Comprehensive%20Loss) **Accumulated other comprehensive loss decreased** from **$32,613 thousand** at December 31, 2020, to **$22,917 thousand** at June 30, 2021. This change was primarily driven by a positive current period change in unrealized losses on cash flow hedges, partially offset by pension plan adjustments | (Dollars in thousands) | June 30, 2021 | December 31, 2020 | | :--------------------- | :------------ | :---------------- | | Unrealized losses on derivative instruments | $(14,276) | $(24,098) | | Items not yet recognized as a component of net periodic benefit cost (pension plans) | $(8,641) | $(8,515) | | Total | $(22,917) | $(32,613) | | (Dollars in thousands) | Balance as of December 31, 2020 | Current period change (H1 2021) | Amounts reclassified (H1 2021) | Balance as of June 30, 2021 | | :--------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :-------------------------- | | Unrealized losses on cash flow hedges | $(24,098) | $3,849 | $5,973 | $(14,276) | | Items not yet recognized as a component of net periodic benefit cost | $(8,515) | $(126) | — | $(8,641) | | Total | $(32,613) | $3,723 | $5,973 | $(22,917) | - The Company expects to reclassify **$8.9 million** of net losses on derivative instruments from **accumulated other comprehensive loss** to earnings over the next twelve months[101](index=101&type=chunk) [Note 14 — Revenue](index=36&type=section&id=Note%2014%20%E2%80%94%20Revenue) The majority of the Company's revenue from pool, time, and bareboat charters is accounted for as **lease revenue** under ASC 842, recognized straight-line over the lease term. Lightering services and non-lease voyage charters are accounted for as **service revenues** under ASC 606, recognized when services are transferred. **Total shipping revenues significantly decreased** in H1 2021 compared to H1 2020 - The majority of the Company's contracts for pool, time, and bareboat charter revenues are accounted for as **lease revenue** under ASC 842[103](index=103&type=chunk) - Lightering services and voyage charter contracts not meeting the definition of a lease are accounted for as **service revenues** under ASC 606[104](index=104&type=chunk) | (Dollars in thousands) | Crude Tankers (Q2 2021) | Product Carriers (Q2 2021) | Totals (Q2 2021) | Crude Tankers (Q2 2020) | Product Carriers (Q2 2020) | Totals (Q2 2020) | | :--------------------- | :---------------------- | :------------------------- | :--------------- | :---------------------- | :------------------------- | :--------------- | | Revenues from leases | $26,108 | $13,756 | $39,864 | $100,191 | $29,318 | $121,109 | | Revenues from services | $6,440 | — | $6,440 | $8,566 | — | $8,566 | | Total shipping revenues | $32,548 | $13,756 | $46,304 | $110,407 | $29,318 | $139,725 | | (Dollars in thousands) | Crude Tankers (H1 2021) | Product Carriers (H1 2021) | Totals (H1 2021) | Crude Tankers (H1 2020) | Product Carriers (H1 2020) | Totals (H1 2020) | | :--------------------- | :---------------------- | :------------------------- | :--------------- | :---------------------- | :------------------------- | :--------------- | | Revenues from leases | $57,784 | $22,751 | $80,826 | $189,168 | $60,978 | $250,146 | | Revenues from services | $12,274 | — | $12,274 | $14,916 | — | $14,916 | | Total shipping revenues | $70,058 | $23,002 | $93,060 | $204,084 | $60,978 | $265,062 | [Revenue Recognition](index=36&type=section&id=Revenue%20Recognition) - Most pool, time, and bareboat charter revenues are recognized as **lease revenue** under ASC 842 on a straight-line basis over the lease term[103](index=103&type=chunk) - Lightering services and voyage charter contracts not meeting the definition of a lease are recognized as **service revenues** under ASC 606 when services are transferred[104](index=104&type=chunk) | (Dollars in thousands) | Total Shipping Revenues (Q2 2021) | Total Shipping Revenues (Q2 2020) | Total Shipping Revenues (H1 2021) | Total Shipping Revenues (H1 2020) | | :--------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Total shipping revenues | $46,304 | $139,725 | $93,060 | $265,062 | [Contract Balances](index=38&type=section&id=Contract%20Balances) | (Dollars in thousands) | Voyage receivables - Billed receivables | Contract assets (Unbilled voyage receivables) | Contract liabilities (Deferred revenues and off hires) | | :--------------------- | :-------------------------------------- | :-------------------------------------------- | :----------------------------------------------------- | | Opening balance as of January 1, 2021 | $2,148 | $166 | $— | | Closing balance as of June 30, 2021 | $3,107 | $125 | $— | - **Contract assets** represent conditional rights to consideration for completed performance obligations, decreasing when the right becomes unconditional or payments are received[107](index=107&type=chunk) - **Contract liabilities** include payments received in advance of performance and are recognized upon completion of the respective contract[107](index=107&type=chunk) [Performance Obligations](index=38&type=section&id=Performance%20Obligations) - All **performance obligations** and associated revenue are generally transferred to customers over time, with an expected duration of less than one year[108](index=108&type=chunk) - Adjustments in revenues from **performance obligations** satisfied in previous periods were nil for H1 2021, compared to **$15 thousand** for H1 2020[108](index=108&type=chunk) [Costs to Obtain or Fulfill a Contract](index=38&type=section&id=Costs%20to%20Obtain%20or%20Fulfill%20a%20Contract) - As of June 30, 2021, there were no unamortized deferred costs of obtaining or fulfilling a contract[109](index=109&type=chunk) [Note 15 — Leases](index=38&type=section&id=Note%2015%20%E2%80%94%20Leases) The Company has elected not to apply ASC 842 provisions to short-term leases. As a lessee, it has operating leases for chartered-in vessels and office space, with **total lease costs** of **$3,841 thousand** for Q2 2021 and **$7,478 thousand** for H1 2021. **Operating lease liabilities** totaled **$14,767 thousand** as of June 30, 2021. As a lessor, the Company has non-cancelable time charters with **future minimum revenues** of **$31,326 thousand** - The Company has elected not to apply ASC 842 to short-term leases, including tanker vessels chartered-in for one year or less, workboats, and short-term office space[110](index=110&type=chunk) | Metric (Dollars in thousands) | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :---------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total lease cost | $3,841 | $4,402 | $7,478 | $10,250 | | Metric (Dollars in thousands) | June 30, 2021 | December 31, 2020 | | :---------------------------- | :------------ | :---------------- | | Operating lease right-of-use assets | $16,999 | $21,588 | | Total operating lease liabilities | $(14,767) | $(19,120) | | Weighted average remaining lease term - operating leases | 2.45 years | 2.75 years | | (Dollars in thousands) | Amount | Revenue Days | | :--------------------- | :----- | :----------- | | Future minimum revenues (non-cancelable time charters) | $31,326 | 935 | [Contracts under which the Company is a Lessee](index=39&type=section&id=Contracts%20under%20which%20the%20Company%20is%20a%20Lessee) - The Company has operating leases for chartered-in vessels (two Aframaxes, one LR1, one workboat) and leased office and other space[112](index=112&type=chunk) | Metric (Dollars in thousands) | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :---------------------------- | :----------------------------- | :----------------------------- | | Operating cash flows used for operating leases | $5,522 | $7,295 | | (Dollars in thousands) | Total operating lease liabilities (Bareboat Charters-in) | Total operating lease liabilities (Time Charters-in) | Total operating lease liabilities (Office and other space) | | :--------------------- | :--------------------------------------- | :----------------------------------- | :----------------------------------------- | | As of June 30, 2021 | $12,883 | $971 | $913 | [Contracts under which the Company is a Lessor](index=41&type=section&id=Contracts%20under%20which%20the%20Company%20is%20a%20Lessor) - The Company has non-cancelable time charters for five Panamaxes, one LR2, and one VLCC[116](index=116&type=chunk) | (Dollars in thousands) | Amount | Revenue Days | | :--------------------- | :----- | :----------- | | 2021 | $11,706 | 499 | | 2022 | $16,425 | 365 | | 2023 | $3,195 | 71 | | Future minimum revenues | $31,326 | 935 | [Note 16 — Contingencies](index=42&type=section&id=Note%2016%20%E2%80%94%20Contingencies) The Company expenses legal costs as incurred and has potential liabilities related to **multi-employer pension plans** (MNOPF and MNRPF) where future contributions may be required, though amounts cannot be reasonably estimated. Certain mutual indemnification provisions from the 2016 spin-off from OSG remain in force. The Company is also involved in various legal proceedings in the ordinary course of business, which management believes are not material - The Company expenses legal costs related to contingencies as incurred[117](index=117&type=chunk) - Potential future contributions may be required for **multi-employer defined benefit pension plans** (MNOPF and MNRPF) covering British crew members, but the amounts cannot be reasonably estimated[118](index=118&type=chunk)[119](index=119&type=chunk) - **Mutual indemnification** provisions from the 2016 spin-off from OSG remain in force[120](index=120&type=chunk) - The Company is a party to various suits in the ordinary course of business, which management believes are not material to its financial position, results of operations, and cash flows[121](index=121&type=chunk)[122](index=122&type=chunk) [Multi-Employer Plans](index=42&type=section&id=Multi-Employer%20Plans) - The Company participates in the **Merchant Navy Officers Pension Fund (MNOPF)** and **Merchant Navy Ratings Pension Fund (MNRPF)**, multi-employer defined benefit pension plans[118](index=118&type=chunk)[119](index=119&type=chunk) - Calls for further contributions may be required if additional actuarial deficits arise or if other liable employers cannot pay their share[118](index=118&type=chunk)[119](index=119&type=chunk) - **No reserves have been recorded** for these contingencies as the assessment amounts cannot be reasonably estimated[118](index=118&type=chunk)[119](index=119&type=chunk) [Spin-Off Related Agreements](index=42&type=section&id=Spin-Off%20Related%20Agreements) - Certain provisions, including **mutual indemnification**, from agreements related to the November 30, 2016 spin-off from OSG remain in force[120](index=120&type=chunk) [Legal Proceedings Arising in the Ordinary Course of Business](index=42&type=section&id=Legal%20Proceedings%20Arising%20in%20the%20Ordinary%20Course%20of%20Business) - The Company is involved in various legal suits in the ordinary course of business, primarily for personal injuries, wrongful death, collision, and contract disputes[121](index=121&type=chunk) - A substantial majority of these claims are covered by insurance, and management believes the amounts involved are not material to the Company's financial position, results of operations, and cash flows[122](index=122&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=45&type=section&id=Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition, operational results, and future outlook [Forward-Looking Statements](index=45&type=section&id=Forward-Looking%20Statements) This section highlights that the report contains **forward-looking statements** based on the Company's expectations, which are subject to various risks and uncertainties. Readers are cautioned against undue reliance on these statements and should consider factors such as merger integration costs, industry cyclicality, market fluctuations, and global economic conditions - The report contains **forward-looking statements** representing the Company's expectations for future events, subject to various risks and uncertainties[124](index=124&type=chunk) - Key risk factors include **merger integration costs**, stockholder litigation, tax treatment of the merger, **industry cyclicality**, fluctuations in vessel market value, declines in charter rates, and global economic conditions[125](index=125&type=chunk) - The Company assumes **no obligation to update** or revise any **forward-looking statements**[127](index=127&type=chunk) [Introduction](index=46&type=section&id=Introduction) This Management's Discussion and Analysis provides an overview of the Company's business, current developments, financial condition, cash flows, and results of operations. It is structured into sections covering general business, operations and oil tanker markets, critical accounting estimates, vessel operations results, liquidity, and risk management - This section provides a discussion and analysis of the Company's business, current developments, financial condition, cash flows, and results of operations[128](index=128&type=chunk) - The analysis is organized into sections including **General Business**, **Operations & Oil Tanker Markets**, **Critical Accounting Estimates and Policies**, **Results from Vessel Operations**, and **Liquidity and Sources of Capital**[129](index=129&type=chunk)[133](index=133&type=chunk) [General Business Overview](index=47&type=section&id=General%20Business%20Overview) International Seaways, Inc. provides **ocean transportation** for crude oil and refined petroleum products, operating VLCC, Suezmax, Aframax, Panamax crude tankers, and LR1, LR2, and MR product carriers. Post-merger with Diamond S, the **fleet expanded to 94 vessels** plus newbuilds. Revenues are highly sensitive to market forces, and the Company primarily employs its vessels in the spot market via commercial pools, though spot market exposure decreased in H1 2021 due to opportunistic time charters - The Company provides **ocean transportation services** for crude oil and refined petroleum products, operating various types of crude and product tankers[131](index=131&type=chunk) - Post-merger (July 16, 2021), the Company operates a **fleet of 94 vessels** (**56 product carriers**, **38 crude tankers**) plus three dual-fuel LNG VLCC newbuilds, totaling **97 vessels**[132](index=132&type=chunk) - Revenues are **highly sensitive to supply and demand patterns** for vessels, oil supply/demand, cargo distances, and vessel availability[133](index=133&type=chunk) - The Company derived approximately **75%** and **72%** of its total TCE revenues from the spot market for the three and six months ended June 30, 2021, respectively, a **decrease** from **81%** and **87%** in the prior year[133](index=133&type=chunk) [Operations and Oil Tanker Markets](index=48&type=section&id=Operations%20and%20Oil%20Tanker%20Markets) **Global oil consumption increased** in Q2 2021, with a projected **5.8% increase** for the full year. **Global oil production** also rose, but China's crude oil imports weakened in H1 2021. The **tanker fleet expanded** in Q2 2021, particularly crude tankers, while the **tanker orderbook declined**. **Crude tanker rates remained under pressure** in Q2 2021, operating at or below cash breakeven levels, a trend that continued into Q3 2021. The **COVID-19 pandemic continues to adversely affect** the Company's business - **Global oil consumption** in Q2 2021 was **94.7 million b/d**, up **14% YoY**, with a 2021 estimate of **96.4 million b/d** (**5.8% increase** over 2020)[137](index=137&type=chunk) - **Global oil production** in Q2 2021 increased by **2.7% YoY** to **94.5 million b/d**, with non-OPEC production rising by **2.4 million b/d**[138](index=138&type=chunk) - China's crude oil imports averaged **10.5 million b/d** in H1 2021, **3% below** H1 2020[140](index=140&type=chunk) - The **tanker fleet** (over **10,000 dwt**) increased by **3.8 million dwt** in Q2 2021, primarily in crude tankers, while the **tanker orderbook declined** by **2.2 million dwt**[141](index=141&type=chunk)[142](index=142&type=chunk) - **Crude tanker rates remained under pressure** in Q2 2021, operating at or below industry average cash breakeven levels, a weakness that continued into Q3 2021[143](index=143&type=chunk) - The **COVID-19 pandemic continues to adversely affect** the Company's business, operations, and financial results[145](index=145&type=chunk) [Update on Critical Accounting Estimates and Policies](index=49&type=section&id=Update%20on%20Critical%20Accounting%20Estimates%20and%20Policies) This section refers to Note 3 of the condensed consolidated financial statements for any changes or updates to the Company's critical accounting policies for the current period, emphasizing that financial statements are prepared using management's best assumptions and judgments - The Company's consolidated financial statements are prepared in accordance with GAAP, requiring estimates based on management's best assumptions, judgments, and opinions[146](index=146&type=chunk) - Updates to critical accounting policies for the current period are summarized in **Note 3, 'Significant Accounting Policies,'** of the accompanying condensed consolidated financial statements[146](index=146&type=chunk) [Results from Vessel Operations](index=49&type=section&id=Results%20from%20Vessel%20Operations) **Results from vessel operations significantly declined** in Q2 and H1 2021, shifting from income to loss, primarily due to substantially lower Time Charter Equivalent (TCE) revenues across all fleet sectors. This was driven by lower average daily rates and reduced revenue days, particularly in the VLCC fleet due to vessel sales and drydockings. The **Crude Tankers segment** experienced a **71% decrease** in TCE revenues in Q2 2021, while the **Product Carriers segment** saw a **54% decrease** - **Results from vessel operations decreased** by **$85.3 million** to a **loss of $17.4 million** in Q2 2021 (from income of **$67.9 million** in Q2 2020)[147](index=147&type=chunk) - **TCE revenues decreased by $90.6 million** (**67%**) in Q2 2021 to **$44.7 million**, primarily due to **lower average daily rates** (approx. **$69.3 million decrease**) and **238 fewer VLCC revenue days**[148](index=148&type=chunk) - For H1 2021, **income from vessel operations decreased by $150.5 million** to a **loss of $29.3 million** (from income of **$121.2 million** in H1 2020)[149](index=149&type=chunk) - H1 2021 **TCE revenues decreased by $165.1 million** (**65%**) to **$89.9 million**, mainly due to **lower average daily rates** (approx. **$138.8 million decrease**) and reduced revenue days across VLCC, Aframax, LR1, and MR fleets[150](index=150&type=chunk) [Crude Tankers Segment Performance](index=51&type=section&id=Crude%20Tankers%20Segment%20Performance) | Metric (Dollars in thousands, except daily rate) | Q2 2021 | Q2 2020 | H1 2021 | H1 2020 | | :----------------------------------------------- | :----------- | :----------- | :----------- | :----------- | | TCE revenues | $31,096 | $105,890 | $67,046 | $194,744 | | Adjusted (loss)/income from vessel operations | $(7,058) | $62,883 | $(8,015)

International Seaways, Inc. (NYSE:INSW) Q1 2021 Earnings Conference Call May 6, 2021 10:00 AM ET Company Participants James Small - Chief Administrative Officer and General Counsel Lois Zabrocky - President and CEO Jeff Pribor - Senior Vice President, Chief Financial Officer and Treasurer Bill Nugent - Vice President and Head, Ship Operations Conference Call Participants Liam Burke - B. Riley FBR Omar Nokta - Clarksons Platou Securities Randy Giveans - Jefferies Magnus Fyhr - H.C. Wainwright Greg Lewis - BT ...

[PART I - FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) The company reported a significant downturn in Q1 2021, with a net loss of $13.4 million compared to a net income of $33.0 million in Q1 2020, primarily driven by a 63% decrease in shipping revenues [Condensed Consolidated Financial Statements](index=3&type=section&id=Condensed%20Consolidated%20Financial%20Statements) The financial statements for Q1 2021 reflect a significant decline in performance, with sharp falls in shipping revenues, a net loss, negative operating cash flow, and a slight contraction in the balance sheet Condensed Consolidated Statement of Operations Highlights (Q1 2021 vs Q1 2020) | Metric | Q1 2021 ($ thousands) | Q1 2020 ($ thousands) | | :--- | :--- | :--- | | Shipping Revenues | $46,756 | $125,337 | | (Loss)/income from vessel operations | $(11,845) | $53,349 | | Net (loss)/income | $(13,365) | $33,019 | | Diluted net (loss)/income per share | $(0.48) | $1.12 | Condensed Consolidated Balance Sheet Highlights (as of Mar 31, 2021 vs Dec 31, 2020) | Metric | Mar 31, 2021 ($ thousands) | Dec 31, 2020 ($ thousands) | | :--- | :--- | :--- | | Cash and cash equivalents | $156,178 | $199,390 | | Total Assets | $1,552,052 | $1,586,539 | | Total Liabilities | $584,289 | $614,497 | | Total Equity | $967,763 | $972,042 | Condensed Consolidated Statement of Cash Flows Highlights (Q1 2021 vs Q1 2020) | Metric | Q1 2021 ($ thousands) | Q1 2020 ($ thousands) | | :--- | :--- | :--- | | Net cash (used in)/provided by operating activities | $(21,006) | $38,318 | | Net cash used in investing activities | $(3,417) | $(15,157) | | Net cash used in financing activities | $(18,853) | $(63,077) | | Net decrease in cash, cash equivalents and restricted cash | $(43,276) | $(39,916) | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail significant corporate actions including a proposed merger with Diamond S Shipping, commitments for new dual-fuel VLCCs, debt structure, covenant compliance, and shareholder activities - On March 30, 2021, INSW entered into a merger agreement with Diamond S Shipping Inc. The transaction is expected to close in Q3 2021 and will be treated as an asset acquisition. INSW shareholders will own approximately **55.75%** of the combined company[19](index=19&type=chunk)[20](index=20&type=chunk)[25](index=25&type=chunk) - The company entered into agreements to construct three dual-fuel LNG VLCCs for approximately **$290 million**, with delivery scheduled for Q1 2023. These vessels will be employed on seven-year time charters with Shell[42](index=42&type=chunk) - As of March 31, 2021, the company was in compliance with all debt covenants. However, it warns that a forecasted decline in TCE rates could cause a breach of the Interest Coverage Ratio covenant by the end of **Q3 2021**[59](index=59&type=chunk)[66](index=66&type=chunk) - The Board of Directors declared a regular quarterly cash dividend of **$0.06 per share**, totaling **$1.7 million**, which was paid in March 2021[79](index=79&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=38&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the significant Q1 2021 performance decline to a weak tanker market, impacting both Crude and Product carrier segments, while pursuing strategic growth and maintaining liquidity despite potential debt covenant risks - The company's TCE revenues are predominantly from the spot market, which constituted **69%** of total TCE revenues in Q1 2021, a decrease from **93%** in Q1 2020, reflecting a strategy to lock in some vessels on time charters[115](index=115&type=chunk) - Crude tanker rates remained under pressure in Q1 2021, with all tanker types operating at or below industry average cash breakeven levels on benchmark routes[125](index=125&type=chunk) EBITDA and Adjusted EBITDA Reconciliation (in thousands) | Metric | Q1 2021 ($ thousands) | Q1 2020 ($ thousands) | | :--- | :--- | :--- | | Net (loss)/income | $(13,365) | $33,019 | | EBITDA | $10,669 | $63,295 | | Adjusted EBITDA | $10,680 | $74,216 | [Results of Operations by Segment](index=42&type=section&id=Results%20of%20Operations%20by%20Segment) Both operating segments experienced significant declines in TCE revenue and average daily rates in Q1 2021 due to the weak market, with Crude Tankers falling 60% and Product Carriers 70% Segment TCE Revenue Performance ($ thousands) | Segment | Q1 2021 TCE Revenue | Q1 2020 TCE Revenue | % Change | | :--- | :--- | :--- | :--- | | Crude Tankers | $35,950 | $88,854 | -60% | | Product Carriers | $9,219 | $30,877 | -70% | Segment Average Daily TCE Rate | Segment | Q1 2021 ($/day) | Q1 2020 ($/day) | | :--- | :--- | :--- | | Crude Tankers | $18,258 | $43,663 | | Product Carriers | $10,720 | $26,873 | [Liquidity and Capital Resources](index=47&type=section&id=Liquidity%20and%20Capital%20Resources) As of March 31, 2021, the company maintained $212.4 million in liquidity, committed to newbuild VLCCs, paid dividends, and warned of a potential debt covenant breach in Q3 2021 - Total liquidity as of March 31, 2021 was **$212.4 million**, comprised of **$172.4 million** of cash (including **$16.2 million** restricted) and **$40.0 million** of undrawn revolver capacity[164](index=164&type=chunk) - The company has commitments of approximately **$290 million** for three new dual-fuel LNG VLCCs, which will be funded through a combination of long-term financing (commitment for ~85% secured) and available liquidity[170](index=170&type=chunk) - The company warns that the forecasted decline in TCE rates could cause a breach of the Interest Coverage Ratio covenant under its main credit facilities at the end of **Q3 2021**[176](index=176&type=chunk) [Item 4. Controls and Procedures](index=53&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2021, with no material changes to internal control over financial reporting during the quarter - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of **March 31, 2021**[189](index=189&type=chunk) - No material changes in internal control over financial reporting occurred during the first quarter of 2021[190](index=190&type=chunk) [PART II - OTHER INFORMATION](index=53&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=53&type=section&id=Item%201.%20Legal%20Proceedings) The company is party to various legal suits arising in the ordinary course of business, which management deems not material to its financial position and are largely covered by insurance - The company is involved in various lawsuits in the ordinary course of business, which management does not consider to be material to its financial position, results, or cash flows[103](index=103&type=chunk)[192](index=192&type=chunk) [Item 1A. Risk Factors](index=55&type=section&id=Item%201A.%20Risk%20Factors) The company directs investors to review the comprehensive risk factors detailed in its 2020 Annual Report on Form 10-K and the S-4 registration statement related to the proposed Diamond S Shipping merger - For a detailed discussion of risks, the report refers to the company's **2020 Form 10-K** and the **Form S-4** registration statement related to the Diamond S merger[194](index=194&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=55&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q1 2021, the company did not repurchase shares under its stock repurchase program, with the only repurchases being shares withheld from management for tax liabilities upon restricted stock unit vesting - No shares were acquired under the company's stock repurchase program during **Q1 2021**[81](index=81&type=chunk)[195](index=195&type=chunk) - The company repurchased **22,830 shares** from management members to cover withholding taxes related to the vesting of restricted stock units[80](index=80&type=chunk)

International Seaways, Inc. Fourth Quarter 2020 Earnings Presentation March 12, 2021 INSTED NYSE Disclaimer Forward-Looking Statements During the course of this presentation, the Company (International Seaways, Inc. (INSW)) may make forward-looking statements or provide forward-looking information. All statements other than statements of historical facts should be considered forward-looking statements. Some of these statements include words such as ''outlook,'' ''believe,'' ''expect,'' ''potential,'' ''cont ...

International Seaways, Inc. (NYSE:INSW) Q4 2020 Results Earnings Conference Call March 12, 2021 9:00 AM ET Company Participants James Small - Chief Administrative Officer and General Counsel Lois Zabrocky - President and CEO Jeff Pribor - Senior Vice President, Chief Financial Officer and Treasurer Bill Nugent - Vice President and Head, Ship Operations Conference Call Participants Liam Burke - B. Riley FBR Omar Nokta - Clarksons Platou Securities Randy Giveans - Jefferies Ben Nolan - Stifel Greg Lewis - BTI ...

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 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 1-378 ...

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 September 30, 2020 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 | ...

[Part I - Financial Information](index=3&type=section&id=Part%20I%20-%20Financial%20Information) [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The company reported a significant profit turnaround in H1 2020 driven by increased shipping revenues Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2020 | December 31, 2019 | | :--- | :--- | :--- | | **Total Assets** | **$1,758,956** | **$1,753,501** | | Cash and cash equivalents | $128,063 | $89,671 | | Vessels and other property, net | $1,287,478 | $1,292,516 | | **Total Liabilities** | **$686,903** | **$731,208** | | Long-term debt | $523,414 | $590,745 | | **Total Equity** | **$1,072,053** | **$1,022,293** | Condensed Consolidated Statements of Operations Highlights (in thousands, except per share amounts) | Metric | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | | Shipping Revenues | $265,062 | $170,884 | | Income from vessel operations | $121,241 | $11,390 | | **Net Income/(Loss)** | **$97,377** | **($5,626)** | | Basic Net Income/(Loss) per Share | $3.37 | ($0.19) | | Diluted Net Income/(Loss) per Share | $3.35 | ($0.19) | Condensed Consolidated Statements of Cash Flows Highlights (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | **$127,690** | **$43,778** | | Net cash (used in)/provided by investing activities | ($27,765) | $9,139 | | Net cash used in financing activities | ($105,707) | ($20,269) | | Net (decrease)/increase in cash | ($5,782) | $32,648 | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail accounting policies, segment performance, debt refinancing, and other key financial events - The company adopted ASC 326 (Financial Instruments – Credit Losses) on January 1, 2020, which did not have a material impact on the consolidated financial statements[26](index=26&type=chunk) - As of June 30, 2020, the company had a **50% interest in two joint ventures** (TI Africa and TI Asia) operating two Floating Storage and Offloading (FSO) vessels[46](index=46&type=chunk)[47](index=47&type=chunk)[48](index=48&type=chunk) - The company recorded a pre-tax **impairment charge of $5.5 million** on a 2002-built VLCC vessel during the second quarter of 2020[43](index=43&type=chunk)[61](index=61&type=chunk) - In January 2020, the company completed a major refinancing, entering into **$390 million of new secured debt facilities**[65](index=65&type=chunk)[69](index=69&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=42&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations%20(MD&A)) Management discusses strong H1 2020 results from a favorable tanker market and key strategic financial actions [Operations and Oil Tanker Markets](index=44&type=section&id=Operations%20and%20Oil%20Tanker%20Markets) Q2 2020 saw strong tanker rates due to oil oversupply and floating storage demand, which later declined - Global oil consumption in Q2 2020 was estimated at 82.9 million b/d, a **16.5% decrease from Q2 2019**, due to the impact of COVID-19[136](index=136&type=chunk) - Crude tanker rates in Q2 2020 were initially strong due to a breakdown of OPEC/Russia production cuts and a strong contango market driving demand for floating storage[145](index=145&type=chunk) [Results of Operations](index=45&type=section&id=Results%20of%20Operations) TCE revenues surged 117% in Q2 2020, driving a significant increase in income from vessel operations TCE Revenue Performance (in thousands) | Metric | Q2 2020 | Q2 2019 | Change | | :--- | :--- | :--- | :--- | | Total TCE Revenues | $135,289 | $62,487 | +117% | | Crude Tankers TCE | $105,890 | $45,653 | +132% | | Product Carriers TCE | $29,399 | $16,834 | +75% | Crude Tankers Average Daily TCE Rate | Vessel Type | Q2 2020 Spot Rate | Q2 2019 Spot Rate | | :--- | :--- | :--- | | VLCC | $71,747 | $20,038 | | Suezmax | $48,989 | $20,772 | | Aframax | $30,559 | $13,540 | - Equity in income of affiliated companies decreased to $5.2 million in Q2 2020 from $8.0 million in Q2 2019, primarily due to the sale of the company's interest in an LNG joint venture[178](index=178&type=chunk) - Interest expense **decreased by $8.5 million** in Q2 2020 compared to Q2 2019, a result of lower average debt balances and lower average LIBOR rates[181](index=181&type=chunk) [EBITDA and Adjusted EBITDA](index=51&type=section&id=EBITDA%20and%20Adjusted%20EBITDA) Adjusted EBITDA increased substantially to $96.3 million in Q2 2020, reflecting strong operational performance Adjusted EBITDA Reconciliation (in thousands) | Metric | Three Months Ended June 30, 2020 | Three Months Ended June 30, 2019 | | :--- | :--- | :--- | | Net income/(loss) | $64,358 | ($16,523) | | EBITDA | $92,120 | $19,738 | | **Adjusted EBITDA** | **$96,275** | **$21,286** | [Liquidity and Capital Resources](index=52&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintained strong liquidity, executed a major debt refinancing, and completed its share repurchase program - As of June 30, 2020, the company had **total liquidity of $184.5 million**, comprising cash and undrawn revolver capacity[190](index=190&type=chunk) - The January 2020 debt refinancing is expected to **reduce annual cash interest expense by approximately $15.0 million**[199](index=199&type=chunk) - The company completed its **$30.0 million stock repurchase program** in H1 2020 and the Board authorized a new $30.0 million program in August 2020[206](index=206&type=chunk) - The company has aggregate purchase commitments of approximately **$13.1 million for vessel betterments**, including scrubbers and ballast water treatment systems[210](index=210&type=chunk)[221](index=221&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=57&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company actively manages interest rate risk using derivative instruments and is prepared for the LIBOR transition - In January 2020, the company converted a $350 million notional interest rate collar into an amortizing **$250 million notional interest rate swap**, fixing the rate at 1.97%[224](index=224&type=chunk) - In April 2020, the company entered into a new **$25 million notional interest rate swap**, fixing the rate at 0.50% through January 2025[225](index=225&type=chunk) - The company believes its debt and derivative agreements have adequate provisions to address the **discontinuation of LIBOR after 2021**[227](index=227&type=chunk) [Item 4. Controls and Procedures](index=58&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal controls over financial reporting were effective - Management concluded that **disclosure controls and procedures were effective** as of June 30, 2020[232](index=232&type=chunk) - **No material changes** to internal control over financial reporting were identified during the three months ended June 30, 2020[233](index=233&type=chunk) [Part II - Other Information](index=58&type=section&id=Part%20II%20-%20Other%20Information) [Item 1. Legal Proceedings](index=58&type=section&id=Item%201.%20Legal%20Proceedings) Wrongful death lawsuits from a 2017 incident were dismissed, with no other material legal proceedings noted - Wrongful death lawsuits related to a 2017 Galveston accident were **dismissed with prejudice** against the company's subsidiary on May 14, 2020[120](index=120&type=chunk)[235](index=235&type=chunk) [Item 1A. Risk Factors](index=58&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors were reported from previous disclosures in the 2019 Form 10-K and Q1 2020 10-Q - There have been **no material changes in risk factors** from those previously disclosed in the 2019 Form 10-K and the Q1 2020 Form 10-Q[238](index=238&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=59&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company completed its $30 million stock repurchase program during the second quarter of 2020 - In Q2 2020, the company repurchased 926,700 shares of its common stock for $20.0 million, **completing its $30 million stock repurchase program**[239](index=239&type=chunk)

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, 2020 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 | | - ...