PART I This section details the company's business operations, strategic initiatives, fleet composition, regulatory environment, and key risks in the shipping industry [Business](index=14&type=section&id=Item%201.%20Business) International Seaways, Inc. provides global crude oil and petroleum product transportation, focusing on fleet management, financial optimization, and ESG initiatives [Our Business](index=14&type=section&id=Our%20Business) The company operates a fleet of vessels for crude oil and petroleum product transportation, utilizing both spot and time charters - International Seaways, Inc. owns and operates a fleet of oceangoing vessels for the transportation of crude oil and petroleum products in the International Flag trade, organized into two segments: Crude Tankers and Product Carriers[57](index=57&type=chunk) Fleet Summary as of December 31, 2019 | Vessel Type | Number of Vessels | Total DWT | | :--- | :--- | :--- | | **Crude Tankers** | 27 | 5,317,275 | | **Product Carriers** | 13 | 835,648 | | **JV Vessels (FSO)** | 2 | 864,046 | | **Total Operating Fleet** | **42** | **7,016,969** | - The company charters its vessels through a mix of specific voyages at spot rates (primarily via commercial pools) and for fixed periods through time or bareboat charters, providing a blend of market volatility exposure and predictable revenue streams[58](index=58&type=chunk) [2019 in Review](index=14&type=section&id=2019%20in%20Review) The company significantly improved financial performance in 2019, driven by strategic asset sales and debt refinancing Key Financial Performance (2019 vs. 2018) | Metric | 2019 ($ thousands) | 2018 ($ thousands) | | :--- | :--- | :--- | | Shipping Revenues | 366,184 | 270,361 | | TCE Revenues | 339,919 | 243,100 | | Income/(Loss) from Vessel Operations | 55,168 | (54,531) | | Adjusted EBITDA | 164,669 | 68,295 | - Key strategic achievements in 2019 included selling its 49.9% ownership in an LNG Joint Venture, which facilitated the prepayment of **$110 million** on its 2017 Term Loan Facility[62](index=62&type=chunk) - The company secured commitments for new senior secured credit facilities totaling **$390 million** (the "2020 Debt Facilities") to refinance higher-cost debt, which is expected to reduce annual interest expense by approximately **$15 million**[63](index=63&type=chunk)[65](index=65&type=chunk) [Our Strategy](index=16&type=section&id=Our%20Strategy) The company aims to maximize shareholder value through active fleet management, strategic transactions, and ESG commitment - The company's primary objectives include maximizing stockholder value by blending spot market exposure through commercial pools with selective time charters, actively managing fleet size, and entering value-creating transactions[66](index=66&type=chunk)[67](index=67&type=chunk) - A key strategy is to actively manage the fleet through opportunistic and accretive acquisitions and dispositions to renew the fleet and maximize return on capital over market cycles[70](index=70&type=chunk) - The company is committed to ESG principles, including reducing its carbon footprint. It has implemented a data analytics platform that resulted in a **26,000-ton reduction in CO2 emissions** and included a sustainability-linked pricing mechanism in its 2020 Debt Facilities tied to CO2 emission reductions[74](index=74&type=chunk)[75](index=75&type=chunk) [Fleet Operations](index=20&type=section&id=Fleet%20Operations) The company operates crude and product tanker segments, primarily deploying its fleet in the spot market via commercial pools Fleet Composition (as of Dec 31, 2019) | Vessel Class | Vessels Owned | Vessels Chartered-in | Total | | :--- | :--- | :--- | :--- | | **Crude Tankers** | | | | | VLCC | 13 | 0 | 13 | | Suezmax | 2 | 0 | 2 | | Aframax | 3 | 2 | 5 | | Panamax | 7 | 0 | 7 | | **Product Carriers** | | | | | LR2 | 1 | 0 | 1 | | LR1 | 4 | 1 | 5 | | MR | 4 | 3 | 7 | | **Total** | **34** | **6** | **40** | - The company operates two reportable segments: Crude Tankers (VLCCs, Suezmaxes, Aframaxes, Panamaxes) and Product Carriers (MRs, LR1s, LR2s). The Crude Tankers segment also includes a significant ship-to-ship lightering business in the U.S. Gulf[83](index=83&type=chunk)[84](index=84&type=chunk)[85](index=85&type=chunk)[86](index=86&type=chunk) - The majority of the fleet is deployed in the spot market through third-party managed commercial pools, such as Tankers International (TI) for VLCCs and Clean Products Tankers Alliance (CPTA) for MRs, to enhance utilization and TCE revenues[87](index=87&type=chunk)[92](index=92&type=chunk)[95](index=95&type=chunk) - The company has a **50% interest** in an FSO Joint Venture, which operates two FSO vessels under 5-year service contracts with North Oil Company in Qatar, expiring in 2022[101](index=101&type=chunk) [Employees](index=28&type=section&id=Employees) As of December 31, 2019, the company employed approximately 1,666 individuals, primarily seafarers - As of December 31, 2019, the company had approximately **1,666 employees**, comprising **1,623 seafarers** and **43 shore-side staff**[106](index=106&type=chunk) [Competition](index=28&type=section&id=Competition) The shipping industry is highly competitive and fragmented, with the company holding a significant share in the U.S. Gulf lightering market - The shipping industry is highly competitive and fragmented. Competition is based on price, vessel quality, reliability, and operator reputation[107](index=107&type=chunk) - In the U.S. Gulf offshore lightering market, the company is one of three active full-service providers and held an approximate **30% market share** in 2019[108](index=108&type=chunk) [Environmental and Security Matters Relating to Bulk Shipping](index=28&type=section&id=Environmental%20and%20Security%20Matters%20Relating%20to%20Bulk%20Shipping) Operations are subject to extensive international and national environmental and security regulations, including IMO 2020 and OPA 90 - The company's operations are subject to extensive government regulation, including international conventions and laws regarding environmental protection and safety[109](index=109&type=chunk) - Key international regulations include the IMO's rules on greenhouse gas (GHG) emissions, the Ballast Water Management (BWM) Convention, and MARPOL Annex VI, which mandated a reduction in fuel sulfur content to **0.50%** from January 1, 2020 (IMO 2020)[114](index=114&type=chunk)[130](index=130&type=chunk)[134](index=134&type=chunk) - In the U.S., operations are primarily regulated by the Oil Pollution Act of 1990 (OPA 90) and CERCLA, which impose strict, and potentially unlimited, liability for oil spills and hazardous substance releases[143](index=143&type=chunk)[144](index=144&type=chunk) - Vessel security is governed by the International Ship and Port Facilities Security (ISPS) Code and the U.S. Maritime Transportation Security Act (MTSA), requiring approved vessel security plans[169](index=169&type=chunk)[170](index=170&type=chunk) [Inspection by Classification Societies](index=46&type=section&id=Inspection%20by%20Classification%20Societies) Vessels must maintain 'in class' certification through regular surveys, including annual, intermediate, and five-year special surveys - Every oceangoing vessel must be certified as "in class" by a Classification Society, signifying it meets specific rules for construction and maintenance[172](index=172&type=chunk) - To maintain class certification, vessels undergo regular surveys: Annual Surveys, Intermediate Surveys, and Class Renewal (Special) Surveys every five years, which often require drydocking[175](index=175&type=chunk)[179](index=179&type=chunk) [Insurance](index=46&type=section&id=Insurance) The company maintains comprehensive insurance coverage for its fleet, including P&I, hull and machinery, war risk, and loss of hire - The company carries protection and indemnity (P&I) insurance coverage for pollution of **$1.0 billion** per occurrence on every vessel in its fleet[178](index=178&type=chunk) - It also maintains marine hull and machinery and war risk insurance for all vessels, covering them up to at least their fair market value[180](index=180&type=chunk) - Loss of hire insurance is maintained to cover loss of charter income resulting from accidents or breakdowns, covering up to **120 days** of lost income per incident after a deductible period[182](index=182&type=chunk) [Taxation of the Company](index=48&type=section&id=Taxation%20of%20the%20Company) The company is exempt from Marshall Islands income tax and potentially U.S. federal income tax under Section 883 - INSW is incorporated in the Republic of the Marshall Islands and is not subject to income tax there[183](index=183&type=chunk) - In 2019, the company was exempt from U.S. federal income tax on its U.S. source shipping income under Section 883 of the Code. However, qualification for this exemption in future years is not guaranteed[186](index=186&type=chunk) - If the Section 883 exemption is not met, the company would be subject to a **4%** U.S. federal income tax on its U.S. source shipping income on a gross basis[186](index=186&type=chunk) [Risk Factors](index=49&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from the cyclical shipping industry, operational hazards, substantial debt, and complex environmental and tax regulations - The highly cyclical nature of the tanker industry leads to volatile charter rates and vessel values, which could adversely affect earnings. The company derives a significant portion of its revenue from the spot market (**92% of TCE revenues** in 2019)[190](index=190&type=chunk) - The company has significant indebtedness (**$661 million** as of Dec 31, 2019), which could limit its operational flexibility and ability to finance its business. Credit facilities contain financial covenants, such as minimum liquidity and maximum leverage ratios, which if breached, could lead to debt acceleration[226](index=226&type=chunk)[229](index=229&type=chunk)[230](index=230&type=chunk) - Compliance with complex environmental laws, particularly those related to greenhouse gas emissions (IMO 2020), ballast water treatment, and oil spills (OPA 90), requires significant capital and operating expenditures and may adversely affect business[291](index=291&type=chunk)[292](index=292&type=chunk)[296](index=296&type=chunk) - The company faces risks related to the implementation of IMO 2020 regulations, including the costs and operational challenges of installing scrubbers on **ten VLCCs** and the uncertain price and availability of compliant low-sulfur fuel for the rest of the fleet[265](index=265&type=chunk)[266](index=266&type=chunk)[268](index=268&type=chunk) - There is a risk of being subject to U.S. federal income tax on U.S. source shipping income if the company fails to qualify for the Section 883 exemption, which depends on its stock being considered "publicly traded" and not closely held by **5% shareholders**[309](index=309&type=chunk) [Unresolved Staff Comments](index=87&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - None[319](index=319&type=chunk) [Properties](index=88&type=section&id=Item%202.%20Properties) The company's primary assets are its fleet of 40 vessels and two joint venture vessels, with its headquarters in leased office space - The company leases office space for its New York headquarters and does not own any production facilities, plants, or similar real properties[321](index=321&type=chunk) - As of December 31, 2019, the company's main assets are its fleet of **40 vessels** (including **six chartered-in**) and interests in **two additional JV vessels**[321](index=321&type=chunk) [Legal Proceedings](index=89&type=section&id=Item%203.%20Legal%20Proceedings) Information regarding legal proceedings is incorporated by reference from Note 20, "Contingencies," in the consolidated financial statements - For information regarding legal proceedings, refer to Note 20, "Contingencies" to the Company's consolidated financial statements[321](index=321&type=chunk) [Mine Safety Disclosures](index=89&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[322](index=322&type=chunk) PART II This section covers the company's common stock market, selected financial data, management's discussion, and financial statements [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=89&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on NYSE, with a declared dividend, an authorized stock repurchase program, and an 'at the market' offering program Quarterly Common Stock Price Range (2019) | Quarter | High ($) | Low ($) | | :--- | :--- | :--- | | First | 19.11 | 16.43 | | Second | 20.20 | 17.04 | | Third | 19.46 | 15.34 | | Fourth | 30.04 | 19.70 | - On February 26, 2020, the Board of Directors declared a quarterly dividend of **$0.06 per share**[325](index=325&type=chunk) - The company's **$30 million** stock repurchase program was reauthorized for a 24-month period ending March 5, 2021. No shares were repurchased under the program during 2019[328](index=328&type=chunk) [Selected Financial Data](index=93&type=section&id=Item%206.%20Selected%20Financial%20Data) This section provides a five-year summary of key financial data, highlighting improved profitability in 2019 with a reduced net loss and increased Adjusted EBITDA Selected Financial Data (2017-2019) | Metric | 2019 ($ thousands) | 2018 ($ thousands) | 2017 ($ thousands) | | :--- | :--- | :--- | :--- | | Shipping revenues | 366,184 | 270,361 | 290,101 | | Income/(loss) from vessel operations | 55,168 | (54,531) | (107,945) | | Net (loss)/income | (830) | (88,940) | (106,088) | | Net cash provided by/(used in) operating activities | 87,486 | (12,480) | 17,395 | | Total assets | 1,753,501 | 1,848,601 | 1,664,484 | | Debt | 661,095 | 810,667 | 552,937 | | Total equity | 1,022,293 | 1,009,855 | 1,085,654 | Selected Non-GAAP Financial Data (2017-2019) | Metric | 2019 ($ thousands) | 2018 ($ thousands) | 2017 ($ thousands) | | :--- | :--- | :--- | :--- | | Time charter equivalent (TCE) revenues | 339,919 | 243,100 | 274,995 | | EBITDA | 141,091 | 43,614 | 14,056 | | Adjusted EBITDA | 164,669 | 68,295 | 117,775 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=97&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) INSW's 2019 financial performance improved significantly due to stronger tanker market conditions, increased TCE revenues, and strategic debt refinancing, enhancing liquidity - Income from vessel operations increased by **$109.7 million** to **$55.2 million** in 2019 from a loss of **$54.5 million** in 2018. This was primarily due to a **40% increase** in TCE revenues, which rose by **$96.8 million**[360](index=360&type=chunk)[361](index=361&type=chunk) - Crude Tanker TCE revenues increased by **48%** to **$259.5 million** in 2019, driven by significantly higher average daily rates, particularly for VLCCs, which saw spot earnings rise from **$18,881/day** in 2018 to **$31,726/day** in 2019[370](index=370&type=chunk) - Product Carrier TCE revenues increased by **19%** to **$80.4 million** in 2019, also due to higher average rates across its LR2, LR1, and MR fleets[379](index=379&type=chunk) - The company executed a major refinancing in January 2020, securing **$390 million** in new debt facilities. This was used to repay higher-cost debt and is anticipated to reduce annual cash interest expense by approximately **$15 million**[390](index=390&type=chunk)[417](index=417&type=chunk)[421](index=421&type=chunk) - As of December 31, 2019, the company had total liquidity of **$200.2 million**, comprising **$150.2 million** in cash (including restricted cash) and **$50 million** in undrawn revolver capacity[403](index=403&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=137&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section refers to the "Risk Management" and "Interest Rate Sensitivity" discussions within Item 7 for details on the company's market risk exposures, primarily related to interest rates - The company's disclosures about market risk are detailed in Item 7 under the headings "Risk Management" and "Interest Rate Sensitivity"[497](index=497&type=chunk) [Financial Statements and Supplementary Data](index=138&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements for 2017-2019, including balance sheets, income statements, cash flows, and equity changes, with an unqualified audit opinion Consolidated Balance Sheet Highlights (as of Dec 31, 2019) | Account | Amount (in thousands) | | :--- | :--- | | **Assets** | | | Cash and cash equivalents | 89,671 | | Total Current Assets | 187,344 | | Vessels and other property, net | 1,292,516 | | **Total Assets** | **1,753,501** | | **Liabilities & Equity** | | | Current installments of long-term debt | 70,350 | | Long-term debt | 590,745 | | **Total Liabilities** | **731,208** | | **Total Equity** | **1,022,293** | Consolidated Statement of Operations Highlights (Year ended Dec 31, 2019) | Account | Amount (in thousands) | | :--- | :--- | | Shipping Revenues | 366,184 | | Total operating expenses | 311,016 | | Income from vessel operations | 55,168 | | Interest expense | (66,267) | | **Net loss** | **(830)** | | **Net loss per share (Basic & Diluted)** | **(0.03)** | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=235&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[804](index=804&type=chunk) [Controls and Procedures](index=235&type=section&id=Item%209A.%20Controls%20and%20Procedures) The CEO and CFO concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2019 - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of December 31, 2019[805](index=805&type=chunk) - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2019, which was audited by Ernst & Young LLP[807](index=807&type=chunk)[808](index=808&type=chunk) [Other Information](index=235&type=section&id=Item%209B.%20Other%20Information) This item reports no other information - None[809](index=809&type=chunk) PART III This section details the company's directors, executive compensation, security ownership, related party transactions, and accountant fees [Directors, Executive Officers and Corporate Governance](index=237&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section details executive officers and corporate governance, including adopted policies, with further information incorporated from the 2020 Proxy Statement - Information regarding directors, executive officers, and corporate governance is provided, with most details incorporated by reference from the forthcoming 2020 Annual Meeting Proxy Statement[813](index=813&type=chunk)[828](index=828&type=chunk) - The company has adopted a Code of Business Conduct and Ethics, an Insider Trading Policy, and an Anti-Bribery and Corruption Policy, which are available on its website[823](index=823&type=chunk) [Executive Compensation](index=239&type=section&id=Item%2011.%20Executive%20Compensation) Information required for this item concerning executive compensation is incorporated by reference from the company's definitive Proxy Statement for its 2020 Annual Meeting of Stockholders - Information is incorporated by reference from the definitive Proxy Statement to be filed for the 2020 Annual Meeting of Stockholders[824](index=824&type=chunk)[828](index=828&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=240&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section presents equity compensation plan details and incorporates further security ownership information from the 2020 Proxy Statement Equity Compensation Plan Information (as of Dec 31, 2019) | Plan Category | Securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Securities remaining available for future issuance | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 538,632 | $19.25 | 319,907 | [Certain Relationships and Related Transactions, and Director Independence](index=240&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information required for this item concerning related party transactions and director independence is incorporated by reference from the company's definitive Proxy Statement for its 2020 Annual Meeting of Stockholders - Information is incorporated by reference from the definitive Proxy Statement to be filed for the 2020 Annual Meeting of Stockholders[827](index=827&type=chunk)[828](index=828&type=chunk) [Principal Accountant Fees and Services](index=240&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information required for this item concerning principal accountant fees and services is incorporated by reference from the company's definitive Proxy Statement for its 2020 Annual Meeting of Stockholders - Information is incorporated by reference from the definitive Proxy Statement to be filed for the 2020 Annual Meeting of Stockholders[828](index=828&type=chunk) PART IV This section lists all exhibits and financial statement schedules filed as part of the Form 10-K [Exhibits, Financial Statement Schedules](index=241&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all financial statements, schedules, and exhibits filed with the Form 10-K, including material contracts and audit reports - Lists the consolidated financial statements of the company filed in response to Item 8[830](index=830&type=chunk) - Includes a comprehensive list of exhibits filed with the report, such as the Separation and Distribution Agreement, Articles of Incorporation, debt indentures, credit agreements, and management compensation plans[833](index=833&type=chunk) [Form 10-K Summary](index=249&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable - None[841](index=841&type=chunk)

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 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, 2019 INTERNATIONAL SEAWAYS, INC. (Exact name of registrant as specified in its charter) | Marshall Islands | 98‑0467117 | ...

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 June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1‑37836‑1 INTERNATIONAL SEAWAYS, INC. (Exact name of registrant as specified in its charter) | Marshall Islands | 98‑0467117 | | -- ...

[Part I - Financial Information](index=3&type=section&id=Part%20I%20-%20Financial%20Information) [Financial Statements](index=3&type=section&id=Financial%20Statements) Q1 2019 financial statements reflect a significant turnaround with **$10.9 million** net income and positive operating cash flow [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to **$1.891 billion**, with liabilities rising to **$873.1 million** primarily due to new lease accounting standards Condensed Consolidated Balance Sheet Highlights (in thousands) | Balance Sheet Item | March 31, 2019 | December 31, 2018 | | :--- | :--- | :--- | | **Total Current Assets** | $192,508 | $167,620 | | **Total Assets** | **$1,891,070** | **$1,848,601** | | **Total Current Liabilities** | $100,450 | $75,270 | | **Total Liabilities** | **$873,083** | **$838,746** | | **Total Equity** | **$1,017,987** | **$1,009,855** | - The adoption of new lease accounting standards (ASC 842) on January 1, 2019, resulted in the recognition of **$30.6 million** in Operating lease right-of-use assets and corresponding current (**$8.3 million**) and long-term (**$19.5 million**) operating lease liabilities[8](index=8&type=chunk)[33](index=33&type=chunk) [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q1 2019 saw a significant turnaround to **$10.9 million** net income, driven by nearly doubled shipping revenues of **$101.9 million** Q1 2019 vs Q1 2018 Statement of Operations (in thousands, except per share amounts) | Metric | Q1 2019 | Q1 2018 | | :--- | :--- | :--- | | **Shipping Revenues** | $101,874 | $51,978 | | **Income/(loss) from vessel operations** | $19,324 | $(26,706) | | **Net income/(loss)** | **$10,897** | **$(29,316)** | | **Basic and diluted net income/(loss) per share** | $0.37 | $(1.01) | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operations turned positive at **$24.0 million** in Q1 2019, contributing to a **$19.5 million** net increase in cash Q1 2019 vs Q1 2018 Cash Flow Summary (in thousands) | Cash Flow Activity | Q1 2019 | Q1 2018 | | :--- | :--- | :--- | | **Net cash provided by/(used in) operating activities** | $23,991 | $(4,454) | | **Net cash provided by investing activities** | $2,676 | $58,750 | | **Net cash used in financing activities** | $(7,156) | $(33,716) | | **Net increase in cash, cash equivalents and restricted cash** | $19,511 | $20,580 | | **Cash, cash equivalents and restricted cash at end of period** | $137,155 | $91,186 | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail accounting policies, segment performance, debt structure, and new lease accounting standards, with Crude Tankers driving improved results [Note 2 — Significant Accounting Policies](index=8&type=section&id=Note%202%20%E2%80%94%20Significant%20Accounting%20Policies) Key accounting policies are outlined, highlighting the adoption of ASC 842 for leases, recognizing ROU assets and lease liabilities - The company adopted ASU 2016-02, Leases (ASC 842), on January 1, 2019, using the modified retrospective transition approach, requiring recognition of ROU assets and lease liabilities on the balance sheet with a zero cumulative effect adjustment to accumulated deficit[46](index=46&type=chunk) - For revenue recognition, the company elected the lessor practical expedient to aggregate non-lease components with lease components for its primary revenue streams, predominantly accounted for as lease revenue under ASC 842[36](index=36&type=chunk) [Note 4 — Business and Segment Reporting](index=16&type=section&id=Note%204%20%E2%80%94%20Business%20and%20Segment%20Reporting) Crude Tankers and Product Carriers segments both improved, with Crude Tankers driving profitability and total TCE revenues nearly doubling to **$94.0 million** Segment Performance for Three Months Ended March 31 (in thousands) | Segment | TCE Revenues 2019 | TCE Revenues 2018 | Adjusted Income/(Loss) from Vessel Operations 2019 | Adjusted Income/(Loss) from Vessel Operations 2018 | | :--- | :--- | :--- | :--- | :--- | | **Crude Tankers** | $72,586 | $29,220 | $23,362 | $(12,024) | | **Product Carriers** | $21,443 | $19,581 | $4,058 | $(2,411) | | **Total** | **$94,029** | **$48,801** | **$27,377** | **$(14,104)** | [Note 9 — Debt](index=23&type=section&id=Note%209%20%E2%80%94%20Debt) Total debt stood at **$805.6 million** as of March 31, 2019, with the company in compliance with all financial covenants Debt Composition as of March 31, 2019 (in thousands) | Debt Facility | Net Amount Outstanding | | :--- | :--- | | 2017 Term Loan Facility, due 2022 | $445,703 | | Sinosure Credit Facility, due 2027-2028 | $284,827 | | ABN Term Loan Facility, due 2023 | $25,071 | | 8.5% Senior Notes, due 2023 | $23,661 | | 10.75% Subordinated Notes, due 2023 | $26,373 | | **Total Debt** | **$805,635** | - The company was in compliance with **all financial covenants** under its various debt facilities as of March 31, 2019[104](index=104&type=chunk) [Note 15 — Leases](index=33&type=section&id=Note%2015%20%E2%80%94%20Leases) Adoption of ASC 842 led to recognizing **$30.6 million** in ROU assets and **$27.9 million** in operating lease liabilities for chartered-in vessels Lease Balances as of March 31, 2019 (in thousands) | Lease Item | Amount | | :--- | :--- | | Operating lease right-of-use assets | $30,570 | | Current portion of operating lease liabilities | $(8,348) | | Long-term operating lease liabilities | $(19,512) | | **Total operating lease liabilities** | **$(27,860)** | - The company has commitments to charter-in four MR and two Aframax vessels, with Aframax bareboat charters expiring between December 2023 and March 2024, and MR time charters expiring between June and July 2019[142](index=142&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=39&type=section&id=Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Improved Q1 2019 results are attributed to stronger tanker markets, with TCE revenues up 93% and Adjusted EBITDA surging to **$47.3 million** [Operations and Oil Tanker Markets](index=41&type=section&id=Operations%20and%20Oil%20Tanker%20Markets) Q1 2019 crude tanker rates, though down from Q4 2018, remained higher year-over-year, with the tanker fleet growing by **12.6 million dwt** - Crude tanker rates in Q1 2019 were down from Q4 2018 but stronger than the prior year, impacted by newbuilding deliveries and OPEC cuts, though VLCC rates were supported by strong US exports[179](index=179&type=chunk) - The tanker fleet (vessels >10,000 dwt) increased by **12.6 million dwt** in Q1 2019, while the orderbook decreased by **10.2 million dwt**, indicating a high rate of new vessel deliveries[176](index=176&type=chunk)[177](index=177&type=chunk) [Results from Vessel Operations](index=42&type=section&id=Results%20from%20Vessel%20Operations) Vessel operations improved to **$19.3 million** income in Q1 2019, driven by a 93% increase in TCE revenues to **$94.0 million** - TCE revenues increased by **$45.2 million** (93%) in Q1 2019 compared to Q1 2018, driven by higher average daily rates (**$35.9 million** impact) and increased activity in the Crude Tankers Lightering business (**$13.1 million** impact)[183](index=183&type=chunk) Crude Tankers Segment Performance | Metric | Q1 2019 | Q1 2018 | | :--- | :--- | :--- | | TCE revenues | $72,586 | $29,220 | | Adjusted income/(loss) from vessel operations | $23,362 | $(12,024) | | Average daily TCE rate | $28,566 | $12,958 | Product Carriers Segment Performance | Metric | Q1 2019 | Q1 2018 | | :--- | :--- | :--- | | TCE revenues | $21,443 | $19,581 | | Adjusted income/(loss) from vessel operations | $4,058 | $(2,411) | | Average daily TCE rate | $16,257 | $10,771 | [EBITDA and Adjusted EBITDA](index=46&type=section&id=EBITDA%20and%20Adjusted%20EBITDA) Adjusted EBITDA significantly increased to **$47.3 million** in Q1 2019, reflecting strong recovery in operating performance Reconciliation of Net Income/(Loss) to Adjusted EBITDA (in thousands) | Metric | Q1 2019 | Q1 2018 | | :--- | :--- | :--- | | Net income/(loss) | $10,897 | $(29,316) | | EBITDA | $47,359 | $(63) | | **Adjusted EBITDA** | **$47,341** | **$6,510** | [Liquidity and Capital Resources](index=47&type=section&id=Liquidity%20and%20Capital%20Resources) Total liquidity was **$187.2 million**, with **$805.6 million** in debt and **$1.14 billion** in contractual obligations, including fleet modernization investments - Total liquidity was **$187.2 million** as of March 31, 2019, comprising **$137.2 million** of cash and **$50 million** of undrawn revolver capacity[209](index=209&type=chunk) - The company has contractual commitments of approximately **$47.9 million** for the purchase and installation of marine exhaust gas cleaning systems (Scrubbers) on **10 VLCCs** and ballast water treatment systems on **13 vessels**[219](index=219&type=chunk) Summary of Long-Term Contractual Obligations as of March 31, 2019 (in thousands) | Obligation Category | Total Amount | | :--- | :--- | | Debt (Principal & Interest) | $1,061,084 | | Operating lease obligations | $34,353 | | Vessel betterment commitments | $47,922 | | **Total** | **$1,143,359** | [Part II – Other Information](index=53&type=section&id=Part%20II%20%E2%80%93%20Other%20Information) [Item 1. Legal Proceedings](index=53&type=section&id=Item%201.%20Legal%20Proceedings) Legal proceedings include matters related to pension plans and a 2017 industrial accident, with other suits not expected to be material - The company is involved in legal proceedings related to a 2017 industrial accident in Galveston, Texas, which resulted in **two wrongful death lawsuits** against a subsidiary, and the company is **vigorously defending the lawsuits**[154](index=154&type=chunk)[156](index=156&type=chunk) [Item 1A. Risk Factors](index=53&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors were reported from the 2018 Annual Report on Form 10-K - There have been **no material changes** in the company's risk factors from those disclosed in the 2018 Form 10-K[246](index=246&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=53&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The **$30 million** stock repurchase plan was renewed, but no repurchases or ATM sales occurred in Q1 2019 - The company's **$30 million** stock repurchase plan was renewed in March 2019, but **no repurchases were made** in Q1 2019[247](index=247&type=chunk)

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) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 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 ...