International Seaways, Inc. (NYSE: INSW) (the “Company” or “INSW”), one of the largest tanker companies worldwide providing energy transportation services for crude oil and petroleum products today reported results for the first quarter of 2021.

Highlights

• Net loss for the three months ended March 31, 2021 was $13.4 million, or $0.48 per diluted share, compared to net income of $33.0 million, or $1.12 per diluted share, in the first quarter of 2020.
• Time charter equivalent (TCE) revenues^(A) for the first quarter were $45.2 million, compared to $119.7 million for the first quarter of 2020.
• Adjusted EBITDA^(B) for the first quarter was $10.7 million, compared to $74.2 million for the first quarter of 2020.
• Cash^(C) was $172.4 million as of March 31, 2021; total liquidity was $212.4 million, including $40 million of undrawn revolver capacity, compared to $255.7 million as of December 31, 2020.
• Paid a regular quarterly cash dividend of $0.06 per share in March 2021.
• Announced a definitive merger agreement pursuant to which INSW will merge with Diamond S Shipping Inc. (NYSE: DSSI) in a stock-for-stock transaction, creating a 100-ship fleet.
• Immediately prior to the closing of the merger, existing INSW shareholders are expected to receive a special dividend of approximately $1.10 per share.
• Announced a contract to build three dual fuel LNG VLCCs at DSME shipyard in South Korea with seven-year time charters to Shell commencing at delivery in the first quarter of 2023.

“The first quarter was transformational for Seaways, as we took important steps to unlock shareholder value,” said Lois Zabrocky, INSW’s President and CEO. “We entered into an accretive merger that will combine two leading U.S.-based diversified tanker owners to create an industry bellwether with significantly enhanced scale and capabilities. Among the benefits of this transaction, we expect to double our net asset value, realize significant cost synergies, increase our equity market capitalization, all while maintaining one of the lowest net leverage ratios amongst our peers. During the quarter, we also capitalized on an opportunity to once again renew our fleet at a cyclical low point. With our agreement to build three LNG dual-fuel VLCCs for delivery in 2023, we will add state-of-the-art vessels to our fleet that will commence seven-year time charters to Shell upon delivery. In addition to the charters providing strong, stable cash flows with added upside, these highly efficient vessels offer significant environmental benefits and advance Seaways position at the forefront of sustainability initiatives in the maritime sector.”

Ms. Zabrocky continued, “We continue to demonstrate our commitment to the return of capital to shareholders as an important part of our capital allocation strategy, highlighted by the intention to pay a special dividend to INSW shareholders immediately prior to completing the merger. Going forward, and based on our strengthened commercial scale, we are in a strong position to take advantage of positive long-term tanker fundamentals and further create enduring value well into the future.”

Jeff Pribor, the Company’s CFO, added, “We entered 2021 with an all-time high cash position, which provided Seaways with a strong foundation for taking advantage of attractive strategic opportunities. Our success building a strong balance sheet continues to serve us well, and we remain committed to paying a quarterly dividend, while opportunistically executing on our share repurchase program. As of the end of the first quarter, we had ample total liquidity of approximately $212 million, and our net loan to value of 33% is one of the lowest among our tanker peers.”

First Quarter 2021 Results

Net loss for the first quarter of 2021 was $13.4 million, or $0.48 per diluted share, compared to net income of $33.0 million, or $1.12 per diluted share, for the first quarter of 2020. The decline in the first quarter primarily reflects significantly lower TCE revenues, which was partially offset by lower vessel expenses, charter hire expenses and interest expense. Decreased global oil production, drawdowns of sea- and shore-based inventories, and COVID-19’s continued negative impact on oil demand continue to place downward pressure on tanker day rates.

Consolidated TCE revenues for the first quarter were $45.2 million, compared to $119.7 million for the first quarter of 2020. Shipping revenues for the first quarter were $46.8 million, compared to $125.3 million for the first quarter of 2020.

Adjusted EBITDA for the first quarter was $10.7 million, compared to $74.2 million for the first quarter of 2020.

Crude Tankers

TCE revenues for the Crude Tankers segment were $35.9 million for the first quarter compared to $88.9 million for the first quarter of 2020. This decrease primarily resulted from the impact of lower average rates in the VLCC, Suezmax, Aframax and Panamax sectors, with average spot earnings declining to approximately $15,700, $12,200, $11,700 and $14,200 per day, respectively, aggregating approximately $53.5 million. Also contributing to the decline in TCE revenues was a $2.8 million decline in the Aframax fleet as a result of the sales of two older Aframaxes in 2020. Partially offsetting these decreases was the impact of a 120-day increase in VLCC revenue days, aggregating $7.4 million, which was primarily the result of 313 fewer drydock repair and other off-hire days in the first quarter of 2021. In the prior year’s quarter the Company’s VLCCs were out of service for 305 days to have scrubbers installed, and 53 days relating to the detention of the Seaways Mulan by Indonesian authorities. This increase was offset in part by the impact of the sales of two older VLCCs during 2020, including the Seaways Mulan. Shipping revenues for the Crude Tankers segment were $37.5 million for the first quarter compared to $93.7 million for the first quarter of 2020.

Product Carriers

TCE revenues for the Product Carriers segment were $9.2 million for the first quarter, compared to $30.9 million for the first quarter of 2020. The decrease is primarily attributable to lower period-over-period average daily blended rates earned by the LR2, LR1 and MR fleets, which accounted for a decrease in TCE revenues of approximately $14.6 million. Average spot rates fell during the first quarter of 2021 to approximately $12,900 and $7,400, respectively for the LR1 and MR fleets. In addition, fewer revenue days in the LR1 and MR fleets during the first quarter due to LR1s being off-hire for scheduled drydocks and a decrease in the MR fleet, primarily resulting from the redeliveries of three chartered-in MRs between March 2020 and July 2020, contributed an aggregate decrease in TCE revenues of approximately $7.0 million. Shipping revenues for the Product Carriers segment were $9.2 million for the first quarter of 2021, compared to $31.7 million for the first quarter of 2020.

Announced Merger with Diamond S Shipping

On March 30, 2021, the Company announced a definitive merger agreement pursuant to which INSW will merge with Diamond S Shipping Inc. (“Diamond S”) in a stock-for-stock transaction. Subsequent to the merger, INSW and Diamond S shareholders will own approximately 55.75% and 44.25% of the combined company, respectively. Prior to the effective date of the merger, INSW is expected to pay a special dividend to its shareholders in an aggregate amount equal to $31.5 million, which special dividend will not result in a change to the above ownership split.

Following the transaction, the senior management and Chairman of INSW will remain in their current roles and lead the combined company and the board of directors of the combined company will be comprised of seven representatives designated by the board of directors of INSW and three representatives designated by the board of directors of Diamond S.

The merger of Diamond S with INSW unites two companies with long-term customer relationships, similar cultures, and complementary positions in key tanker sectors. The merger is expected to enhance INSW’s capabilities in both the crude and product markets and create “power alleys” for INSW in the large crude—VLCC and Suezmax—and LR1/Panamax and MR markets. The merger will create the second largest U.S.-listed tanker company by vessel count and the third largest by deadweight (“dwt”). On a pro forma basis, the combined company will have 100 vessels, shipping revenues of over $1 billion, over 2,200 employees, and an enterprise value of approximately $2 billion.

Constructing Three Dual Fuel VLCC Newbuildings

During the quarter, the Company contracted to build three dual fuel LNG VLCCs at DSME shipyard in South Korea. The three ships, upon delivery in the first quarter of 2023, will be time chartered to Shell for a period of seven years at a rate that consists of an attractive base rate plus profit sharing.

Conference Call

The Company will host a conference call to discuss its first quarter 2021 results at 10:00 a.m. Eastern Time (“ET”) on Thursday, May 6, 2021. To access the call, participants should dial (833) 329-1696 for domestic callers and (639) 380-0031 for international callers and entering Conference ID 7891019. Please dial in ten minutes prior to the start of the call. A live webcast of the conference call will be available from the Investor Relations section of the Company’s website at https://www.intlseas.com.

An audio replay of the conference call will be available starting at 1:00 p.m. ET on Thursday, May 6, 2021 through 11:59 p.m. ET on Thursday, May 13, 2021 by dialing (800) 585-8367 for domestic callers and (416) 621-4642 for international callers, and entering Conference ID 7891019.

About International Seaways, Inc.

International Seaways, Inc. (NYSE: INSW) is one of the largest tanker companies worldwide providing energy transportation services for crude oil and petroleum products in International Flag markets. International Seaways owns and operates a fleet of 36 vessels, including 11 VLCCs, two Suezmaxes, four Aframaxes/LR2s, 13 Panamaxes/LR1s and 4 MR tankers. Through joint ventures, it has ownership interests in two floating storage and offloading service vessels. International Seaways has an experienced team committed to the very best operating practices and the highest levels of customer service and operational efficiency. International Seaways is headquartered in New York City, NY. Additional information is available at https://www.intlseas.com.

Forward-Looking Statements

This release contains forward-looking statements. In addition, the Company may make or approve certain statements in future filings with the Securities and Exchange Commission (SEC), in press releases, or in oral or written presentations by representatives of the Company. All statements other than statements of historical facts should be considered forward-looking statements. These matters or statements may relate to the Company’s planned merger with Diamond S and plans to issue dividends, its prospects, including statements regarding vessel acquisitions, trends in the tanker markets, and possibilities of strategic alliances and investments. Forward-looking statements are based on the Company’s current plans, estimates and projections, and are subject to change based on a number of factors. Investors should carefully consider the risk factors outlined in more detail in the Annual Report on Form 10-K for 2020 for the Company, the Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, the Company’s Registration Statement on Form S-4 dated May 5, 2021 and in similar sections of other filings made by the Company with the SEC from time to time. The Company assumes no obligation to update or revise any forward-looking statements. Forward-looking statements and written and oral forward-looking statements attributable to the Company or its representatives after the date of this release are qualified in their entirety by the cautionary statements contained in this paragraph and in other reports previously or hereafter filed by the Company with the SEC.

Category: Earnings

Spot and Fixed TCE Rates Achieved and Revenue Days

The following table provides a breakdown of TCE rates achieved for spot and fixed charters and the related revenue days for the three months ended March 31, 2021 and the comparable period of 2020. Revenue days in the quarter ended March 31, 2021 totaled 2,809 compared with 3,115 in the prior year quarter. A summary fleet list by vessel class can be found later in this press release. The information in these tables excludes commercial pool fees/commissions averaging approximately $620 and $678 per day for the three months ended March 31, 2021 and 2020, respectively.

Revenue days in the above tables exclude days related to full service lighterings and days for which recoveries were recorded under the Company’s loss of hire insurance policies.

Fleet Information

As of March 31, 2021, INSW’s fleet totaled 39 vessels, including 3 newbuilds and 36 operating vessels, of which 31 were owned, 3 were chartered in, and 2 FSOs were held through joint ventures.

Reconciliation to Non-GAAP Financial Information

The Company believes that, in addition to conventional measures prepared in accordance with GAAP, the following non-GAAP measures may provide certain investors with additional information that will better enable them to evaluate the Company’s performance. Accordingly, these non-GAAP measures are intended to provide supplemental information, and should not be considered in isolation or as a substitute for measures of performance prepared with GAAP.

^(A) Time Charter Equivalent (TCE) Revenues

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

^(B) EBITDA and Adjusted EBITDA

EBITDA represents net (loss)/income before interest expense, income taxes and depreciation and amortization expense. Adjusted EBITDA consists of EBITDA adjusted for the impact of certain items that we do not consider indicative of our ongoing operating performance. EBITDA and Adjusted EBITDA do not represent, and should not be a substitute for, net income or cash flows from operations as determined in accordance with GAAP. Some of the limitations are: (i) EBITDA and Adjusted EBITDA do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments; (ii) EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs; and (iii) EBITDA and Adjusted EBITDA do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt. While EBITDA and Adjusted EBITDA are frequently used as a measure of operating results and performance, neither of them is necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculation. The following table reconciles net (loss)/income as reflected in the condensed consolidated statements of operations, to EBITDA and Adjusted EBITDA:

^(C) Total Cash

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