International Seaways(INSW) - 2024 Q1 - Quarterly Report

Part I - Financial Information This section presents the unaudited condensed consolidated financial statements and management's discussion and analysis for the quarter ended March 31, 2024 Item 1. Financial Statements This section presents the unaudited condensed consolidated financial statements for International Seaways, Inc. for the quarter ended March 31, 2024, including balance sheets, statements of operations, comprehensive income, cash flows, and changes in equity, along with detailed notes explaining the basis of presentation, significant accounting policies, segment reporting, debt, equity, revenue, and contingencies Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheets (Dollars in Thousands) | ASSETS / LIABILITIES AND EQUITY | March 31, 2024 | December 31, 2023 | | :------------------------------ | :------------- | :---------------- | | ASSETS | | | | Total Current Assets | $490,071 | $464,980 | | Vessels and other property, net | $1,890,796 | $1,914,426 | | Total Assets | $2,551,422 | $2,521,819 | | LIABILITIES AND EQUITY | | | | Total Current Liabilities | $179,750 | $195,574 | | Total Liabilities | $756,532 | $805,062 | | Total Equity | $1,794,890 | $1,716,757 | - Total Assets increased by $29.6 million from December 31, 2023, to March 31, 2024, primarily driven by an increase in current assets, including cash and cash equivalents and short-term investments[8] - Total Liabilities decreased by $48.5 million, mainly due to a reduction in long-term debt, contributing to an increase in Total Equity by $78.1 million[8] Condensed Consolidated Statements of Operations Condensed Consolidated Statements of Operations (Dollars in Thousands, Except Per Share Amounts) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :-------------------------- | :-------------------------------- | :-------------------------------- | | Shipping Revenues | $274,401 | $287,130 | | Total operating expenses | $119,978 | $101,832 | | Income from vessel operations | $154,423 | $185,298 | | Net income | $144,490 | $172,633 | | Basic net income per share | $2.95 | $3.51 | | Diluted net income per share | $2.92 | $3.47 | - Net income decreased by $28.1 million (16.3%) year-over-year, primarily due to lower shipping revenues and higher operating expenses, including increased depreciation and amortization[10] - Basic and diluted net income per share also saw a decline, from $3.51 to $2.95 and $3.47 to $2.92, respectively[10] Condensed Consolidated Statements of Comprehensive Income Condensed Consolidated Statements of Comprehensive Income (Dollars in Thousands) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :-------------------------------------------- | :-------------------------------- | :-------------------------------- | | Net income | $144,490 | $172,633 | | Other comprehensive income/(loss), net of tax | $763 | $(4,062) | | Comprehensive income | $145,253 | $168,571 | - Comprehensive income decreased from $168.6 million in Q1 2023 to $145.3 million in Q1 2024, primarily driven by the decrease in net income[11] - Other comprehensive income shifted from a loss of $4.1 million in Q1 2023 to a gain of $0.8 million in Q1 2024, mainly due to a net change in unrealized income on cash flow hedges[11] Condensed Consolidated Statements of Cash Flows Condensed Consolidated Statements of Cash Flows (Dollars in Thousands) | Cash Flow Activity | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :---------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash provided by operating activities | $156,442 | $220,822 | | Net cash used in investing activities | $(42,903) | $(72,225) | | Net cash used in financing activities | $(100,798) | $(217,792) | | Net increase/(decrease) in cash and cash equivalents | $12,741 | $(69,195) | | Cash and cash equivalents at end of period | $139,501 | $174,549 | - Net cash provided by operating activities decreased by $64.4 million, from $220.8 million in Q1 2023 to $156.4 million in Q1 2024[12] - Net cash used in investing activities decreased by $29.3 million, from $72.2 million in Q1 2023 to $42.9 million in Q1 2024, largely due to lower expenditures for vessels and vessel improvements[12] - Net cash used in financing activities significantly decreased by $117.0 million, from $217.8 million in Q1 2023 to $100.8 million in Q1 2024, driven by lower debt repayments and cash dividends paid[12] Condensed Consolidated Statements of Changes in Equity Condensed Consolidated Statements of Changes in Equity (Dollars in Thousands) | Equity Component | Balance at Jan 1, 2024 | Net Income | Other Comprehensive Income | Dividends Declared | Forfeitures/Exercises | Compensation | Balance at Mar 31, 2024 | | :-------------------------------- | :--------------------- | :--------- | :------------------------- | :----------------- | :-------------------- | :----------- | :---------------------- | | Capital | $1,490,986 | — | — | — | $(4,146) | $1,601 | $1,488,531 | | Retained Earnings | $226,834 | $144,490 | — | $(64,665) | — | — | $306,659 | | Accumulated Other Comprehensive Loss | $(1,063) | — | $763 | — | — | — | $(300) | | Total Equity | $1,716,757 | $144,490 | $763 | $(64,665) | $(4,146) | $1,601 | $1,794,890 | - Total Equity increased by $78.1 million from January 1, 2024, to March 31, 2024, primarily driven by net income of $144.5 million, partially offset by $64.7 million in dividends declared[13] - Retained earnings significantly increased by $79.8 million, reflecting the net income less dividends[13] Notes to Condensed Consolidated Financial Statements Note 1 — Basis of Presentation - International Seaways, Inc. (INSW) operates a fleet of 73 wholly-owned or lease-financed oceangoing vessels for crude oil and refined petroleum products transportation as of March 31, 2024[14] - The Company has six LR1 newbuilds scheduled for delivery between the second half of 2025 and the third quarter of 2026, expanding the total fleet to 79 vessels[14] Note 2 — Significant Accounting Policies Allowance for Credit Losses - Voyage Receivables (Dollars in Thousands) | Metric | Amount | | :-------------------------- | :----- | | Balance at December 31, 2023 | $191 | | Provision for expected credit losses | $47 | | Balance at March 31, 2024 | $238 | - The Company's participation in commercial pools accounted for 96% of consolidated voyage receivables at March 31, 2024, indicating a high concentration of credit risk within these pools[18] - Interest capitalized for vessels under construction decreased significantly from $1.7 million in Q1 2023 to $0.2 million in Q1 2024, as the construction of three dual-fuel LNG VLCCs was completed in 2023[21] - The Company is evaluating the impact of ASU No. 2023-07, 'Improvements to Reportable Segment Disclosures,' effective for fiscal years beginning after December 15, 2024, which will require additional segment expense and profit/loss disclosures[23] Note 3 — Earnings per Common Share Net Income Allocated (Dollars in Thousands) | Allocation | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--------------------- | :-------------------------------- | :-------------------------------- | | Common Stockholders | $144,413 | $172,466 | | Participating securities | $77 | $167 | | Total | $144,490 | $172,633 | - Basic and diluted earnings per share decreased from $3.51 and $3.47 in Q1 2023 to $2.95 and $2.92 in Q1 2024, respectively[10] - The number of dilutive equity awards outstanding decreased from 507,718 in Q1 2023 to 405,106 in Q1 2024[27] Note 4 — Business and Segment Reporting Segment Performance (Dollars in Thousands) | Metric / Segment | Three Months Ended March 31, 2024 | | :------------------------- | :-------------------------------- | | Shipping Revenues | | | Crude Tankers | $126,867 | | Product Carriers | $147,534 | | Total | $274,401 | | Adjusted Income from Vessel Operations | | | Crude Tankers | $69,892 | | Product Carriers | $96,854 | | Total | $166,746 | - Product Carriers generated higher shipping revenues ($147.5 million) and adjusted income from vessel operations ($96.9 million) compared to Crude Tankers in Q1 2024[29] - Total adjusted income from vessel operations decreased from $186.2 million in Q1 2023 to $166.7 million in Q1 2024[29][31] Note 5 — Vessels - The Company entered into agreements to acquire six MR Product Carriers (two 2014-built and four 2015-built) for approximately $232 million, with 85% cash and 15% common stock, with deliveries expected by Q2 2024[33] - Options were declared to build two additional dual-fuel ready LNG LR1 Product Carriers, bringing the total LR1 newbuilds to six, scheduled for delivery between H2 2025 and Q3 2026, at an aggregate cost of approximately $347 million[34] - A 2009-built MR Product Carrier was sold in March 2024 for net proceeds of approximately $23 million, with the Company recognizing a gain on the sale[35] Note 6 — Variable Interest Entities ("VIEs") - All seven commercial pools in which the Company participates were determined to be VIEs, but the Company is not considered a primary beneficiary[36] Carrying Amounts Related to Unconsolidated VIEs (Dollars in Thousands) | Item | March 31, 2024 | | :------------------------ | :------------- | | Pool working capital deposits | $33,998 | - The Company's maximum exposure to loss related to these unconsolidated VIEs is $33.998 million, representing its investment in these entities, excluding trade receivables of approximately $232.0 million[36][37] Note 7 — Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures Fair Value of Financial Instruments (Dollars in Thousands) | Instrument | March 31, 2024 | December 31, 2023 | Fair Value Level | | :------------------------------ | :------------- | :---------------- | :--------------- | | Cash and cash equivalents | $139,501 | $126,760 | Level 1 | | Short-term investments | $75,000 | $60,000 | Level 1 | | $750 Million Facility Term Loan | $(94,581) | $(113,598) | Level 2 | | Ocean Yield Lease Financing | $(304,626) | $(311,907) | Level 2 | - The Company uses interest rate swap agreements to convert floating interest rate exposure to a fixed rate of 2.84% through February 22, 2027, for a notional value of $310.5 million[40] Effect of Cash Flow Hedging Relationships on Comprehensive Income (Dollars in Thousands) | Derivative Type | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :-------------- | :-------------------------------- | :-------------------------------- | | Interest rate swaps | $3,098 | $(1,454) | | Total | $3,098 | $(1,454) | Note 8 — Debt Debt Outstanding (Dollars in Thousands) | Debt Facility | March 31, 2024 | December 31, 2023 | | :------------------------------ | :------------- | :---------------- | | $750 Million Facility Term Loan | $91,806 | $110,474 | | ING Credit Facility | $20,046 | $20,538 | | Ocean Yield Lease Financing | $302,099 | $309,250 | | BoComm Lease Financing | $226,349 | $229,583 | | Total Debt | $691,738 | $722,676 | | Less current portion | $(127,535) | $(127,447) | | Long-term portion | $564,203 | $595,229 | - The Company prepaid and terminated the ING Credit Facility ($20.3 million outstanding) on April 18, 2024[46] - On April 26, 2024, the $750 Million Credit Facility was amended and extended into a $500 million revolving credit facility maturing in January 2030, with an initial draw of $94.6 million and $405.4 million undrawn capacity[47][48][50] - Total interest expense decreased from $18.4 million in Q1 2023 to $12.8 million in Q1 2024, primarily due to a reduction in outstanding principal balances and the repayment of the COSCO Lease financing[53][149] Note 9 — Taxes - The Company expects to qualify for a U.S. federal income tax exemption under Section 883 for the 2024 calendar year, provided less than 50% of its stock is held by 5% or more shareholders for over half the year[54] - There were no changes in the reserve for uncertain tax positions related to freight taxes during Q1 2024 and Q1 2023[55] - The Pillar Two Model Rules for a minimum global tax of 15% have no impact on the Company's consolidated financial statements in 2024, but the Company is monitoring developments[57] Note 10 — Capital Stock and Stock Compensation - In Q1 2024, 48,078 time-based RSUs and 48,080 performance-based RSUs were granted to senior officers, with weighted average grant date fair values of $52.57 per RSU[61][62] - The Board declared a regular quarterly cash dividend of $0.12 per share and a supplemental cash dividend of $1.20 per share, totaling $64.7 million, paid on March 28, 2024[64] - No shares were repurchased under the Company's stock repurchase program in Q1 2024 or Q1 2023, but shares were repurchased to cover tax withholding liabilities for stock-based compensation[66][67] Note 11 — Accumulated Other Comprehensive Income Components of Accumulated Other Comprehensive Loss (Dollars in Thousands) | Component | March 31, 2024 | December 31, 2023 | | :-------------------------------------------- | :------------- | :---------------- | | Unrealized gains on derivative instruments | $10,022 | $9,349 | | Items not yet recognized as a component of net periodic benefit cost (pension plans) | $(10,322) | $(10,412) | | Total | $(300) | $(1,063) | - Accumulated other comprehensive loss improved from $(1,063) thousand at December 31, 2023, to $(300) thousand at March 31, 2024, driven by an increase in unrealized gains on derivative instruments[68] - The Company expects to reclassify $5.3 million of net gain on derivative instruments from accumulated other comprehensive income to earnings over the next twelve months[69] Note 12 — Revenue Shipping Revenues by Type and Segment (Dollars in Thousands) | Revenue Type / Segment | Three Months Ended March 31, 2024 | | :------------------------------ | :-------------------------------- | | Revenues from leases | | | Pool revenues | $226,282 | | Time charter revenues | $31,049 | | Voyage charter revenues (non-variable) | $2,001 | | Revenues from services | | | Voyage charter revenues (lightering) | $15,069 | | Total shipping revenues | $274,401 | - Total shipping revenues decreased from $287.1 million in Q1 2023 to $274.4 million in Q1 2024, primarily due to lower pool and time charter revenues[73] - The EU ETS was extended to cover CO2 emissions from ships entering EU ports starting January 1, 2024, with a phase-in period for surrendering allowances (40% for 2024 emissions)[78][79] - The value of EUAs earned and incurred was $0.5 million for Q1 2024, included in shipping revenues and voyage expenses, respectively[81] Note 13 — Leases Total Lease Cost (Dollars in Thousands) | Lease Component | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :------------------------ | :-------------------------------- | :-------------------------------- | | Operating lease cost | $2,593 | $1,295 | | Finance lease cost | — | $836 | | Short-term lease cost | $1,365 | $4,269 | | Total lease cost | $4,003 | $6,445 | - Total lease cost decreased by $2.4 million from Q1 2023 to Q1 2024, mainly due to a significant reduction in short-term vessel charter hire expenses[83] Future Minimum Contracted Revenues from Leases (Dollars in Thousands) | Year | Amount | Revenue Days | | :-------- | :------- | :----------- | | 2024 | $85,310 | 3,158 | | 2025 | $82,414 | 3,017 | | 2026 | $47,856 | 1,604 | | 2027 | $33,945 | 1,095 | | 2028 | $34,038 | 1,098 | | Thereafter | $41,013 | 1,323 | | Total | $324,576 | 11,295 | - In April 2024, the Company secured approximately $86.0 million in additional minimum future contracted revenues from new time charter agreements for two MRs and one LR2[90] Note 14 — Contingencies - The Company has a reserve of $0.3 million for its estimated share of the Merchant Navy Ratings Pension Fund (MNRPF) deficit as of March 31, 2024[93] - A vessel arrest in July 2023 led to an ongoing commercial dispute in arbitration, with arresting parties seeking approximately $25 million in security; the Company is vigorously defending and has not accrued a liability[97] - The Company is party to various legal suits in the ordinary course of business, primarily covered by insurance, with no material impact expected on financial position[95][96] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the Company's financial performance, condition, and future outlook for the quarter ended March 31, 2024. It covers operational highlights, market dynamics, critical accounting policies, detailed segment results, liquidity, capital allocation strategies, and risk management, emphasizing the impact of market conditions and strategic initiatives Forward-Looking Statements - The report contains forward-looking statements based on reasonable expectations, but actual results may differ materially due to various risks and uncertainties, including the cyclical nature of the industry, market fluctuations, and geopolitical events[99] - Key risk factors include declines in charter rates, increased vessel supply, adverse weather (e.g., Panama drought), geopolitical instability (Red Sea attacks, Russia-Ukraine war), and compliance with environmental regulations[100][103] Introduction - This section outlines the structure of the Management's Discussion and Analysis, covering business overview, operations and oil tanker markets, critical accounting estimates, results from vessel operations, liquidity, and risk management[110] General Business Overview - International Seaways, Inc. provides ocean transportation for crude oil and refined petroleum products, operating in two segments: Crude Tankers and Product Carriers[107] - As of March 31, 2024, the Company's operating fleet comprised 73 vessels, with an additional six LR1 newbuilds expected by Q3 2026, bringing the total fleet to 79 vessels[108] - Revenues are highly sensitive to supply and demand patterns, global economic conditions, and the Company's vessel employment strategy, with 89% of TCE revenues derived from the spot market in Q1 2024[109][110] Future Minimum Contracted Revenues (Dollars in Millions) | Year | Amount | | :-------- | :----- | | 2024 | $85.3 | | 2025 | $82.4 | | 2026 | $47.9 | | 2027 | $34.0 | | 2028 | $34.0 | | Thereafter | $41.0 | | Total | $324.6 | Operations and Oil Tanker Markets - Global oil consumption for Q1 2024 is estimated at 102.0 million b/d, up 1.6% YoY, with a 2024 estimate of 103.2 million b/d (1.2% increase over 2023)[115] - Global oil production decreased by 1.0 million b/d in Q1 2024 YoY, with OPEC crude production down 2.3 million b/d, while non-OPEC production increased by 1.2 million b/d[116] - The tanker fleet (over 10,000 dwt) increased by 1.9 million dwt in Q1 2024, and the tanker orderbook increased by 11.9 million dwt, indicating potential future supply growth[119][120] - Crude tanker rates remained strong in Q1 2024, while clean product tanker rates strengthened, though rates softened post-Q1 due to reduced Chinese crude imports and U.S. Gulf product exports[121] Update on Critical Accounting Estimates and Policies - The Company's critical accounting policies are consistent with those in its 2023 Form 10-K, with updates detailed in Note 2 of the condensed consolidated financial statements[122] Results from Vessel Operations Overall Performance - Income from vessel operations decreased by $30.9 million to $154.4 million in Q1 2024 from $185.3 million in Q1 2023[124] - This decrease was primarily due to a $12.4 million (4%) decline in TCE revenues, a gain on vessel disposal in the prior year, and increased vessel expenses and depreciation related to new VLCC deliveries[124][125] Crude Tankers Segment Crude Tankers Segment Performance (Dollars in Thousands, Except Daily Rate) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :-------------------------- | :-------------------------------- | :-------------------------------- | | TCE revenues | $123,962 | $129,285 | | Vessel expenses | $(30,513) | $(25,028) | | Adjusted income from vessel operations | $69,892 | $84,541 | | Average daily TCE rate | $46,991 | $54,390 | - TCE revenues for Crude Tankers decreased by $5.3 million (4%) to $124.0 million in Q1 2024, mainly due to lower average daily blended rates in Suezmax, VLCC, and Aframax fleets, partially offset by increased VLCC revenue days from newbuilds[135] - Vessel expenses increased by $5.5 million to $30.5 million, and depreciation and amortization increased by $2.8 million to $20.0 million, primarily due to the delivery of three dual-fuel LNG VLCC newbuilds[136] Product Carriers Segment Product Carriers Segment Performance (Dollars in Thousands, Except Daily Rate) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :-------------------------- | :-------------------------------- | :-------------------------------- | | TCE revenues | $146,966 | $154,035 | | Vessel expenses | $(32,868) | $(33,741) | | Adjusted income from vessel operations | $96,854 | $101,690 | | Average daily TCE rate | $39,807 | $37,726 | - TCE revenues for Product Carriers decreased by $7.0 million (5%) to $147.0 million in Q1 2024, mainly due to a days-based decrease in the LR1 and MR fleets, partially offset by higher average daily blended rates in the MR and LR2 sectors[145] - Charter hire expenses decreased by $3.2 million to $3.1 million, primarily due to a decrease in time chartered-in LR1 days[146] General and Administrative Expenses - General and administrative expenses increased by $1.1 million to $12.4 million in Q1 2024, primarily driven by higher legal fees related to a commercial dispute[147] Other Income - Other income decreased from $4.3 million in Q1 2023 to $3.0 million in Q1 2024, mainly due to lower interest income from a reduced average balance of invested cash[148] Interest Expense Interest Expense Components (Dollars in Thousands) | Component | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Interest before items shown below | $15,326 | $20,741 | | Impact of interest rate hedge derivatives | $(2,425) | $(2,384) | | Capitalized interest | $(219) | $(1,740) | | Total Interest expense | $12,887 | $16,947 | - Interest expense decreased by $4.1 million in Q1 2024, primarily due to a reduction in the average outstanding principal balance under the $750 Million Term Loan Facility and the full repayment of the COSCO Lease financing[149] Taxes - The Company anticipates qualifying for a U.S. federal income tax exemption under Section 883 for 2024, contingent on stock ownership thresholds[151] EBITDA and Adjusted EBITDA EBITDA and Adjusted EBITDA Reconciliation (Dollars in Thousands) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :------------------------ | :-------------------------------- | :-------------------------------- | | Net income | $144,490 | $172,633 | | EBITDA | $191,530 | $219,127 | | Adjusted EBITDA | $191,479 | $208,952 | - Adjusted EBITDA decreased by $17.5 million (8.4%) from $209.0 million in Q1 2023 to $191.5 million in Q1 2024[153] - EBITDA and Adjusted EBITDA are non-GAAP measures used by management to monitor operating results, but they have limitations and should not be considered substitutes for GAAP measures[152] Liquidity and Sources of Capital Liquidity Position - As of March 31, 2024, total consolidated liquidity was $625.9 million, comprising $139.5 million in cash, $75.0 million in short-term investments, and $411.4 million in undrawn revolver capacity[156] - Working capital increased from $269.4 million at December 31, 2023, to $310.0 million at March 31, 2024[157] - Total debt outstanding (net) was $691.7 million, with net debt to total capitalization at 21.0% as of March 31, 2024, down from 23.8% at December 31, 2023[159] Sources, Uses and Management of Capital - The Company's capital allocation strategy includes fleet renewal, debt reduction, and shareholder returns, funded by operating cash flows, equity issuances, additional borrowings, and opportunistic vessel sales[160][161] - Key capital allocation activities in Q1 2024 included $64.7 million in cash dividends, $31.7 million in debt principal amortization, and $26.4 million in vessel expenditures, including $23.2 million for vessel acquisitions[162] - Post-Q1, the Company prepaid the ING Credit Facility and amended its $750 Million Credit Facility into a $500 million revolving credit facility, extending maturity to 2030 and reducing cash break-evens[169][170] Outlook - The Company's strong balance sheet, substantial liquidity, 30 unencumbered vessels, and diversified financing sources position it to support operations and pursue fleet renewal, debt reduction, and strategic opportunities[173] Off-Balance Sheet Arrangements - INSW guarantees the obligations of its subsidiary, INSW Ship Management UK Ltd., to make payments to the OSG Ship Management (UK) Ltd. Retirement Benefits Plan[174] Aggregate Contractual Obligations Aggregate Contractual Obligations as of March 31, 2024 (Dollars in Thousands) | Obligation Type | 2024 | 2025 | 2026 | 2027 | 2028 | Beyond 2028 | Total | | :------------------------------ | :-------- | :-------- | :-------- | :-------- | :-------- | :---------- | :---------- | | $750 Million Facility Term Loan | $60,213 | $38,308 | — | — | — | — | $98,521 | | Ocean Yield Lease Financing | $39,788 | $51,185 | $50,793 | $49,868 | $47,208 | $201,166 | $440,008 | | BoComm Lease Financing | $17,902 | $23,761 | $23,761 | $23,762 | $23,827 | $166,034 | $279,047 | | Operating lease obligations | $10,440 | $6,717 | $1,113 | $1,077 | $1,077 | $4,754 | $25,178 | | Vessel and vessel betterment commitments | $246,864 | $139,517 | $162,088 | — | — | — | $548,469 | | Total | $384,839 | $272,028 | $264,666 | $83,518 | $80,923 | $394,146 | $1,480,120 | - Total contractual obligations amount to $1.48 billion, with significant commitments for vessel construction and betterments ($548.5 million) and lease financing[175] Risk Management - The Company manages market risk from interest rate changes through operating and financing activities, and by using derivative financial instruments like interest rate swaps to convert variable rates to fixed rates[180] - Derivative financial instruments are used for risk management, not speculation, and are diversified across major financial institutions to mitigate counterparty nonperformance risk[180] Available Information - The Company makes its SEC filings, including 10-K, 10-Q, and 8-K reports, available free of charge on its website (www.intlseas.com) and through the SEC's website (www.sec.gov)[181](index=181&type=chunk)[182] Item 4. Controls and Procedures This section details the Company's evaluation of its disclosure controls and procedures and reports on any changes in internal control over financial reporting Disclosure Controls and Procedures - Management, including the CEO and CFO, concluded that the Company's disclosure controls and procedures were effective as of March 31, 2024, ensuring timely and accurate reporting of required information[185] Changes in Internal Control over Financial Reporting - There were no material changes in the Company's internal control over financial reporting during Q1 2024[186] Part II - Other Information This section provides additional information including legal proceedings, risk factors, equity sales, and exhibits Item 1. Legal Proceedings This section refers to Note 14 of the financial statements for a description of current legal proceedings - Information on legal proceedings is incorporated by reference from Note 14, 'Contingencies,' in the condensed consolidated financial statements[188] Item 1A. Risk Factors This section advises readers to consider the risk factors discussed in the Company's 2023 Form 10-K, noting that additional unknown or immaterial risks could also adversely affect the business - Readers should carefully consider the risk factors outlined in Part I, Item 1A of the Company's 2023 Form 10-K, as additional risks may emerge[189] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section reports on stock repurchases and the use of proceeds from equity securities, referring to Note 10 for additional details - No stock repurchases were made in Q1 2024, except for shares withheld to cover tax withholding liabilities related to stock option exercises and RSU vesting[190] - Further details are incorporated by reference from Note 10, 'Capital Stock and Stock Compensation,' in the condensed consolidated financial statements[191] Item 4. Mine Safety Disclosures This item is marked as not applicable to the Company - This item is not applicable to International Seaways, Inc[192] Item 5. Other Information This section provides information on insider trading arrangements and policies - No directors or executive officers adopted or terminated Rule 10b5-1 trading plans or non-Rule 10b5-1 trading arrangements during Q1 2024[194] Item 6. Exhibits This section lists all exhibits filed with the Quarterly Report on Form 10-Q, including amendments to credit facilities, employment agreements, certifications, and XBRL data - Key exhibits include the Second Amendment to the $750 Million Facility (now $500 Million Revolving Credit Facility), amendments to executive employment agreements, and CEO/CFO certifications[195] Signatures This section contains the required signatures of the Company's Chief Executive Officer and Chief Financial Officer, certifying the report - The report is signed by Lois K. Zabrocky, Chief Executive Officer, and Jeffrey D. Pribor, Chief Financial Officer, on May 8, 2024[198]