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Delaware
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13-2637623
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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302 Knights Run Avenue, Tampa, Florida
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33602
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Class A Common Stock (par value $0.01 per share)
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New York Stock Exchange
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
o
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16.
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•
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the highly cyclical nature of OSG’s industry;
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•
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market value of vessels fluctuates significantly
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•
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an increase in the supply of Jones Act vessels without a commensurate increase in demand;
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•
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changing economic, political and governmental conditions in the United States or abroad and general conditions in the oil and natural gas industry;
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•
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changes in fuel prices;
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•
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the adequacy of OSG’s insurance to cover its losses, including in connection with maritime accidents or spill events;
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•
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constraints on capital availability;
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•
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public health threats;
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•
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acts of piracy on ocean-going vessels or terrorist attacks and international hostilities and instability;
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•
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the Company’s compliance with 46 U.S.C. sections 50501 and 55101 (commonly known as the “Jones Act”) and the heightened exposure to the Jones Act market fluctuations and reduced diversification following the spin-off from OSG on November 30, 2016 of International Seaways, Inc. (INSW), which owned or leased OSG’s fleet of International Flag vessels;
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•
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the effect of the Company’s indebtedness on its ability to finance operations, pursue desirable business operations and successfully run its business in the future;
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•
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the Company’s ability to generate sufficient cash to service its indebtedness and to comply with debt covenants;
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•
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changes in demand in specialized markets in which the Company currently trades;
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•
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competition within the Company’s industry and OSG’s ability to compete effectively for charters;
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•
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the Company’s ability to renew its time charters when they expire or to enter into new time charters, to replace its operating leases on favorable terms or the loss of a large customer;
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•
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the Company’s ability to realize benefits from its acquisitions or other strategic transactions;
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•
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the loss of, or reduction in business by, the Company's largest customers;
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•
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refusal of certain customers to use vessels of a certain age;
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•
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the Company's significant operating leases could be replaced on less favorable terms or may not be replaced;
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•
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changes in credit risk with respect to the Company’s counterparties on contracts or the failure of contract counterparties to meet their obligations;
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•
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increasing operating costs, unexpected drydock costs or increasing capital expenses as the Company’s vessels age, including increases due to limited shipbuilder warranties of the consolidation of suppliers;
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•
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unexpected drydock costs for the Company's vessels;
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•
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the potential for technological innovation to reduce the value of the Company’s vessels and charter income derived therefrom;
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•
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the impact of an interruption in or failure of the Company’s information technology and communication systems upon the Company’s ability to operate or a cybersecurity breach;
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•
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work stoppages or other labor disruptions by the unionized employees of OSG or other companies in related industries or the impact of any potential liabilities resulting from withdrawal from participation in multiemployer plans;
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•
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the Company’s ability to attract, retain and motivate key employees;
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•
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ineffective internal controls;
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•
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the impact of a delay or disruption in implementing new technological and management systems;
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•
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the impact of potential changes in U.S. tax laws;
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•
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limitations on U.S. coastwise trade, the waiver, modification or repeal of the Jones Act limitations or changes in international trade agreements;
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•
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government requisition of the Company’s vessels during a period of war or emergency;
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•
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the Company’s compliance with complex laws, regulations and in particular, environmental laws and regulations, including those relating to the emission of greenhouse gases and ballast water treatment;
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•
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the inability to clear oil majors’ risk assessment process;
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•
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the impact of litigation, government inquiries and investigations;
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•
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the arrest of OSG’s vessels by maritime claimants;
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•
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the Company's U.S. federal income tax position in respect of certain credit agreement borrowings used by INSW is not free from doubt;
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•
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the Company’s ability to use its net operating loss carryforwards;
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•
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market price of the Company's securities fluctuates significantly;
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•
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the Company's ability to sell warrants may be limited and the exercise of outstanding warrants may result in substantial dilution;
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•
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the Company's common stock is subject to restrictions on foreign ownership;
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•
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OSG is a holding company and depends on the ability of its subsidiaries to distribute funds to it in order to satisfy its financial obligations or pay dividends;
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•
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some provisions of Delaware law and the Company’s governing documents could influence its ability to effect a change of control and
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•
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securities analysts may not initiate coverage or continue to cover the Company’s securities.
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•
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Generate strong cash flows by capitalizing on our leading Jones Act market position, complementary time charter and spot market exposures, and long-standing customer relationships;
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•
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Emphasize the quality of our operations and adhere to the highest safety standards attainable; and
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•
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Seek out opportunities to increase scale and drive cost efficiencies through a disciplined approach to investment in core and adjacent asset classes to maximize return on capital across market cycles.
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1
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Overseas Shipholding Group, Inc.
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Vessels Owned
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Vessels Chartered-in
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Total at December 31, 2017
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|||||||||||||||
Vessel Type
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Number
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Weighted by
Ownership
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Number
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Weighted by
Ownership
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Total Vessels
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Vessels
Weighted by
Ownership
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Total dwt
(2)
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Handysize Product Carriers
(1)
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4
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4.0
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10
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10.0
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14
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14.0
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664,490
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Refined Product ATBs
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7
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7.0
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—
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—
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7
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7.0
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195,131
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Lightering ATBs
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2
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2.0
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—
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—
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2
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2.0
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91,112
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Total Operating Fleet
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13
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13.0
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10
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10.0
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23
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23.0
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950,733
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(1)
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Includes two owned shuttle tankers, one chartered-in shuttle tanker and two owned U.S. Flag Product Carriers that trade internationally.
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(2)
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Total dwt is defined as total deadweight tons for all vessels of that type.
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2
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Overseas Shipholding Group, Inc.
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•
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Maritime Security Program—Two non-Jones Act U.S. Flag Product Carriers participate in the U.S. Maritime Security Program, which ensures that militarily useful U.S. Flag vessels are available to the U.S. Department of Defense in the event of war or national emergency. Each of the vessel owning companies with a ship that participates in the program receives an annual subsidy that is intended to offset the increased cost incurred by such vessels from operating under the U.S. Flag. Such subsidy was $5.4 million on one vessel and $4.5 million on one vessel in
2017
, $3.5 million on one vessel and $2.7 million on one vessel in
2016
and $3.2 million for each vessel in
2015
.
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•
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Maritime Administration of the U.S. Department of Transportation (“MarAd”) trading restrictions—Two of the modern U.S. Flag ATBs owned by the Company, which are currently used in the Delaware Bay Lightering business, had their construction financed with the Capital Construction Fund (“CCF”). As such, daily liquidated damages are payable by the Company to MarAd if these vessels operate in contiguous coastwise trades, which is not permitted under trading restrictions currently imposed by the CCF agreement between MarAd and the Company. There were no liquidated damages incurred during the years ended
December 31, 2017
and 2016. The Company incurred liquidated damages that were not material in amount during the year ended December 31, 2015, for deploying these two ATBs on contiguous coastwise trade voyages.
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3
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Overseas Shipholding Group, Inc.
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4
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Overseas Shipholding Group, Inc.
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5
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Overseas Shipholding Group, Inc.
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6
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Overseas Shipholding Group, Inc.
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7
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Overseas Shipholding Group, Inc.
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8
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Overseas Shipholding Group, Inc.
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9
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Overseas Shipholding Group, Inc.
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10
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Overseas Shipholding Group, Inc.
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11
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Overseas Shipholding Group, Inc.
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12
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Overseas Shipholding Group, Inc.
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•
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Annual Surveys
. For seagoing ships, annual surveys are conducted for the hull and the machinery, including the electrical plant and where applicable for special equipment classed, at intervals of 12 months from the date of commencement of the class period indicated in the certificate.
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•
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Intermediate Surveys
. Extended annual surveys are referred to as intermediate surveys and typically are conducted two and one-half years after commissioning and each class renewal. Intermediate surveys may be carried out on the occasion of the second or third annual survey.
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•
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Class Renewal Surveys
. Class renewal surveys, also known as Special Surveys, are carried out for the ship’s hull, machinery, including the electrical plant, and for any special equipment classed, at the intervals indicated by the character of classification for the hull. At the special survey the vessel is thoroughly examined, including audio-gauging to determine the thickness of the steel structures. Should the thickness be found to be less than class requirements, the Classification Society would prescribe steel renewals. The Classification Society may grant a one-year grace period for completion of the special survey. Substantial amounts of money may have to be spent for steel renewals to pass a special survey if the vessel experiences excessive wear and tear. In lieu of the special survey every four or five years, depending on whether a grace period was granted, a shipowner has the option of arranging with the Classification Society for the vessel’s hull or machinery to be on a continuous survey cycle, in which every part of the vessel would be surveyed within a five-year cycle. Upon a shipowner’s request, the surveys required for class renewal may be split according to an agreed schedule to extend over the entire period of class survey period. This process is referred to as continuous class renewal.
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13
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Overseas Shipholding Group, Inc.
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14
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Overseas Shipholding Group, Inc.
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•
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supply and demand for, and availability of, energy resources such as oil, oil products and natural gas, which affect customers’ need for vessel capacity;
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•
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global and regional economic and political conditions, including armed conflicts, terrorist activities and strikes, that among other things could impact the supply of oil, as well as trading patterns and the demand for various vessel types;
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•
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regional availability of refining capacity and inventories;
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•
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changes in the production levels of crude oil (including in particular production by OPEC, the United States and other key producers);
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•
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changes in seaborne and other transportation patterns, including changes in the distances that cargoes are transported, changes in the price of crude oil and changes to the West Texas Intermediate and Brent Crude Oil pricing benchmarks;
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•
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environmental and other legal and regulatory developments and concerns;
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•
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construction or expansion of new or existing pipelines or railways;
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•
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weather and natural disasters;
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•
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competition from alternative sources of energy; and
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•
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international sanctions, embargoes, import and export restrictions or nationalizations and wars.
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•
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the number of newbuilding deliveries;
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•
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the conversion of vessels from transporting oil and oil products to carrying dry bulk cargo or vice versa;
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•
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the number of vessels that are removed from service, whether via scrapping or conversion to storage or other means;
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•
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availability and pricing of other energy sources such as natural gas for which tankers can be used or to which construction capacity may be dedicated;
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•
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port or canal congestion; and
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•
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environmental and maritime regulations.
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•
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age of the vessel;
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•
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general economic and market conditions affecting the tanker industry, including the availability of vessel financing;
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•
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number of vessels in the Jones Act fleet;
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15
|
Overseas Shipholding Group, Inc.
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•
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types and sizes of vessels available;
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•
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changes in trading patterns affecting demand for particular sizes and types of vessels;
|
•
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cost of newbuildings;
|
•
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prevailing level of charter rates;
|
•
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competition from other shipping companies and from other modes of transportation; and
|
•
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technological advances in vessel design and propulsion.
|
16
|
Overseas Shipholding Group, Inc.
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•
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marine disasters;
|
•
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bad weather;
|
•
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mechanical failures;
|
•
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human error;
|
•
|
war, terrorism and piracy;
|
•
|
grounding, fire, explosions and collisions;
|
•
|
business interruptions due to labor strikes, port closings and boycotts and
|
•
|
other unforeseen circumstances or events.
|
17
|
Overseas Shipholding Group, Inc.
|
18
|
Overseas Shipholding Group, Inc.
|
•
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Prior to the spin-off, OSG or one of its affiliates performed various corporate functions for INSW, such as treasury, accounting, auditing, legal, investor relations and finance. OSG’s historical results reflect allocations of corporate expenses to INSW for such functions. In connection with the spin-off, OSG may incur additional expenses for such services after the spin-off.
|
•
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As a result of the spin-off, the cost of capital of OSG’s business may be higher than its cost of capital prior to the spin-off.
|
•
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The separation of our business from INSW and provision of services to INSW under the Transition Services Agreement require significant amounts of management’s time and effort in developing standalone organizations which may divert management’s attention from operating and growing OSG’s business;
|
•
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Following the spin-off, OSG may be more vulnerable to the risk of takeover by third parties;
|
•
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Following the spin-off, OSG may be more susceptible to market fluctuations and other adverse events than if INSW was still a part of OSG; and
|
•
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Following the spin-off, OSG’s business is less diversified and has a more concentrated exposure to U.S specific risks such as the Jones Act market than prior to the spin-off.
|
•
|
limiting OSG’s ability to use a substantial portion of its cash flow from operations in other areas of its business, including for working capital, capital expenditures and other general business activities, because OSG must dedicate a substantial portion of these funds to service its debt;
|
•
|
to the extent OSG’s future cash flows are insufficient, requiring the Company to seek to incur additional indebtedness in order to make planned capital expenditures and other expenses or investments;
|
•
|
limiting OSG’s ability to obtain additional financing in the future for working capital, capital expenditures, debt service requirements, acquisitions, and other expenses or investments planned by the Company;
|
•
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limiting the Company’s flexibility and ability to capitalize on business opportunities and to react to competitive pressures and adverse changes in government regulation, and OSG’s business and industry;
|
•
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limiting OSG’s ability to satisfy its obligations under its indebtedness;
|
•
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increasing OSG’s vulnerability to a downturn in its business and to adverse economic and industry conditions generally;
|
•
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placing OSG at a competitive disadvantage as compared to its less-leveraged competitors;
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•
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limiting the Company’s ability, or increasing the costs, to refinance indebtedness; and
|
•
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limiting the Company’s ability to enter into hedging transactions by reducing the number of counterparties with whom OSG can enter into such transactions as well as the volume of those transactions.
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19
|
Overseas Shipholding Group, Inc.
|
•
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refinancing or restructuring its debt;
|
•
|
selling tankers or other assets;
|
•
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reducing or delaying investments and capital expenditures; or
|
•
|
seeking to raise additional capital.
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20
|
Overseas Shipholding Group, Inc.
|
•
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identify suitable tankers and/or shipping companies for acquisitions at attractive prices, which may not be possible if asset prices rise too quickly;
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•
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obtain financing;
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•
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identify businesses engaged in managing, operating or owning tankers for acquisitions or joint ventures;
|
•
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integrate any acquired tankers or businesses successfully with the OSG’s then-existing operations; and
|
•
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enhance OSG’s customer base.
|
21
|
Overseas Shipholding Group, Inc.
|
•
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diversion of management time and attention from the Company’s existing business and other business opportunities;
|
•
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delays in closing or the inability to close an acquisition for any reason, including third-party consents or approvals;
|
•
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any unanticipated negative impact on the Company of disclosed or undisclosed matters relating to any vessels or operations acquired; and
|
•
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assumption of debt or other liabilities of the acquired business, including litigation related to the acquired business.
|
22
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Overseas Shipholding Group, Inc.
|
23
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Overseas Shipholding Group, Inc.
|
24
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Overseas Shipholding Group, Inc.
|
25
|
Overseas Shipholding Group, Inc.
|
26
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Overseas Shipholding Group, Inc.
|
27
|
Overseas Shipholding Group, Inc.
|
28
|
Overseas Shipholding Group, Inc.
|
•
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give the sole ability to then-current members of its board of directors to fill a vacancy on the board of directors;
|
•
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require the affirmative vote of two-thirds or more of the combined voting power of the outstanding shares of its capital stock in order to amend or repeal certain provisions of its Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws; and
|
•
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establish advance notice requirements for nomination for elections to its board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.
|
29
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Overseas Shipholding Group, Inc.
|
30
|
Overseas Shipholding Group, Inc.
|
31
|
Overseas Shipholding Group, Inc.
|
|
|
Class A Common Stock (OSG)
|
||||
2016
|
|
High
|
|
Low
|
||
|
|
(in dollars)
|
||||
First Quarter
(a)
|
|
16.38
|
|
|
11.28
|
|
Second Quarter
(a)
|
|
11.86
|
|
|
10.62
|
|
Third Quarter
|
|
13.09
|
|
|
10.19
|
|
Fourth Quarter
|
|
10.70
|
|
|
2.92
|
|
(a)
|
Stock prices prior to June 13, 2016 were adjusted for the one (1) for six (6) reverse stock split.
|
32
|
Overseas Shipholding Group, Inc.
|
33
|
Overseas Shipholding Group, Inc.
|
34
|
Overseas Shipholding Group, Inc.
|
Period
|
|
Total Number Shares of Class A Purchased
|
|
Average Price Paid per Share of Class A
|
|||
March 1, 2017 through March 31, 2017
|
|
211,132
|
|
|
$
|
4.86
|
|
November 1, 2017 through November 30, 2017
|
|
18,824
|
|
|
$
|
2.81
|
|
December 1, 2017 through December 31, 2017
|
|
16,505
|
|
|
$
|
2.63
|
|
|
|
246,461
|
|
|
$
|
4.55
|
|
35
|
Overseas Shipholding Group, Inc.
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Shipping revenues
|
|
$
|
390,426
|
|
|
$
|
462,420
|
|
|
$
|
466,872
|
|
|
$
|
440,417
|
|
|
$
|
430,636
|
|
Income/(loss) from vessel operations
|
|
34,076
|
|
|
(35,182
|
)
|
|
80,406
|
|
|
66,649
|
|
|
63,811
|
|
|||||
(Loss)/income before reorganization items and income taxes
|
|
(1,459
|
)
|
|
(77,082
|
)
|
|
(12,415
|
)
|
|
(105,633
|
)
|
|
68,065
|
|
|||||
Reorganization items, net
|
|
(190
|
)
|
|
10,925
|
|
|
(8,052
|
)
|
|
(153,125
|
)
|
|
(70,264
|
)
|
|||||
Loss from continuing operations before income taxes
|
|
(1,649
|
)
|
|
(66,157
|
)
|
|
(20,467
|
)
|
|
(258,758
|
)
|
|
(2,198
|
)
|
|||||
Income/(loss) from continuing operations
|
|
55,978
|
|
|
(1,059
|
)
|
|
80,565
|
|
|
(143,206
|
)
|
|
16,764
|
|
|||||
Depreciation and amortization
|
|
58,673
|
|
|
89,563
|
|
|
76,851
|
|
|
67,547
|
|
|
67,601
|
|
|||||
Net cash provided by/(used in) operating activities
|
|
43,619
|
|
|
328,860
|
|
|
276,333
|
|
|
(411,482
|
)
|
|
40,201
|
|
|||||
Cash and cash equivalents
|
|
165,994
|
|
|
191,089
|
|
|
193,978
|
|
|
210,986
|
|
|
427,984
|
|
|||||
Restricted cash -current
|
|
58
|
|
|
7,272
|
|
|
10,583
|
|
|
53,085
|
|
|
—
|
|
|||||
Restricted cash - non-current
|
|
217
|
|
|
8,572
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total vessels, deferred drydock and other property at net book amount
|
|
656,423
|
|
|
715,640
|
|
|
902,613
|
|
|
929,767
|
|
|
952,857
|
|
|||||
Total assets of continuing operations
(a)
|
|
931,887
|
|
|
1,030,497
|
|
|
1,200,498
|
|
|
1,351,255
|
|
|
1,502,401
|
|
|||||
Debt of continuing operations
(a) (b)
|
|
448,936
|
|
|
525,082
|
|
|
691,041
|
|
|
1,022,570
|
|
|
1,778,694
|
|
|||||
Deferred income taxes and reserve for uncertain tax positions
(c)
|
|
86,876
|
|
|
144,586
|
|
|
210,715
|
|
|
312,485
|
|
|
625,698
|
|
|||||
Total equity/(deficit)
|
|
313,238
|
|
|
254,332
|
|
|
1,580,488
|
|
|
1,286,087
|
|
|
(60,247
|
)
|
|||||
Per share amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic and Diluted net income/(loss) - Class A from continuing operations
|
|
0.64
|
|
|
(0.01
|
)
|
|
0.83
|
|
|
(2.48
|
)
|
|
—
|
|
|||||
Basic and Diluted net income/(loss) - Class B and common stock from continuing operations
|
|
—
|
|
|
(0.11
|
)
|
|
0.83
|
|
|
(2.48
|
)
|
|
0.55
|
|
|||||
Equity per diluted share
|
|
3.56
|
|
|
3.62
|
|
|
16.33
|
|
|
13.27
|
|
|
(1.96
|
)
|
|||||
Cash dividends paid - Class A
|
|
—
|
|
|
0.48
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash dividends paid - Class B
|
|
—
|
|
|
1.56
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Weighted average shares outstanding (in thousands) for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Class A
(d)
|
|
87,835
|
|
|
90,950
|
|
|
95,585
|
|
|
39,014
|
|
|
—
|
|
|||||
Class B
(d)
|
|
—
|
|
|
534
|
|
|
1,320
|
|
|
18,676
|
|
|
—
|
|
|||||
Common Stock
(d)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,483
|
|
|||||
Diluted earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Class A
(d)
|
|
88,083
|
|
|
90,950
|
|
|
95,629
|
|
|
39,014
|
|
|
—
|
|
|||||
Class B
(d)
|
|
—
|
|
|
534
|
|
|
1,320
|
|
|
18,676
|
|
|
—
|
|
|||||
Common Stock
(d)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,483
|
|
|||||
Other data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Time charter equivalent revenues
(e)
|
|
361,036
|
|
|
446,160
|
|
|
449,058
|
|
|
414,373
|
|
|
400,876
|
|
|||||
EBITDA
(f)
|
|
94,425
|
|
|
66,557
|
|
|
126,749
|
|
|
(14,977
|
)
|
|
65,403
|
|
|||||
Adjusted EBITDA
(f)
|
|
$
|
111,068
|
|
|
$
|
176,225
|
|
|
$
|
168,116
|
|
|
$
|
139,731
|
|
|
$
|
136,915
|
|
(a)
|
Total assets and debt for the years ended December 31, 2015 and 2014, each reflect a reduction in amounts previously reported of $21,676 and $21,935, respectively, relating to the retrospective adoption of ASU 2015-03 which required the reclassification of unamortized deferred financing costs from other assets to debt.
|
36
|
Overseas Shipholding Group, Inc.
|
(b)
|
For the year ended December 31, 2013, both debt and the related unamortized deferred financing costs were components of liabilities subject to compromise in the consolidated balance sheet. Therefore, the adoption of ASU 2015-03 had no impact for such years. Debt shown in the table above for the year ended December 31, 2013 is net of unamortized deferred financing costs related to unsecured senior notes of $5,914.
|
(c)
|
As discussed in Note 12, “Taxes,” Company has recognized a one-time non-cash tax benefit of approximately $54,300 in the fourth quarter. This tax benefit is based on the Company's assessment of the impact of the Tax Cuts and Jobs Act, which reduced the federal corporate income tax rate from 35.0% to 21.0%.
|
(d)
|
The Company's Class B common stock was approved for listing on the NYSE on October 9, 2014 and the Company's Class A common stock was approved for listing on the NYSE on December 1, 2015.
|
(e)
|
Reconciliations of time charter equivalent revenues to shipping revenues as reflected in the consolidated statements of operations follow:
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Time charter equivalent revenues
|
|
$
|
361,036
|
|
|
$
|
446,160
|
|
|
$
|
449,058
|
|
|
$
|
414,373
|
|
|
$
|
400,876
|
|
Add: Voyage expenses
|
|
29,390
|
|
|
16,260
|
|
|
17,814
|
|
|
26,044
|
|
|
29,760
|
|
|||||
Shipping revenues
|
|
$
|
390,426
|
|
|
$
|
462,420
|
|
|
$
|
466,872
|
|
|
$
|
440,417
|
|
|
$
|
430,636
|
|
a.
|
EBITDA and Adjusted EBITDA do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;
|
b.
|
EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs; and
|
c.
|
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.
|
37
|
Overseas Shipholding Group, Inc.
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Income/(loss) from continuing operations
|
|
$
|
55,978
|
|
|
$
|
(1,059
|
)
|
|
$
|
80,565
|
|
|
$
|
(143,206
|
)
|
|
$
|
16,764
|
|
Income tax benefit from continuing operations
|
|
(57,627
|
)
|
|
(65,098
|
)
|
|
(101,032
|
)
|
|
(115,552
|
)
|
|
(18,962
|
)
|
|||||
Interest expense
|
|
37,401
|
|
|
43,151
|
|
|
70,365
|
|
|
176,234
|
|
|
—
|
|
|||||
Depreciation and amortization
|
|
58,673
|
|
|
89,563
|
|
|
76,851
|
|
|
67,547
|
|
|
67,601
|
|
|||||
EBITDA
|
|
94,425
|
|
|
66,557
|
|
|
126,749
|
|
|
(14,977
|
)
|
|
65,403
|
|
|||||
Severance costs
|
|
16
|
|
|
12,996
|
|
|
—
|
|
|
2,161
|
|
|
2,417
|
|
|||||
Loss/(gain) on disposal of vessels and other property, including impairments
|
|
13,200
|
|
|
104,532
|
|
|
207
|
|
|
(578
|
)
|
|
(1,168
|
)
|
|||||
Loss on repurchases and extinguishment of debt
|
|
3,237
|
|
|
2,988
|
|
|
26,516
|
|
|
—
|
|
|
—
|
|
|||||
Other costs associated with repurchase of debt
|
|
—
|
|
|
77
|
|
|
3,099
|
|
|
—
|
|
|
—
|
|
|||||
Write-off of registration statement costs
|
|
—
|
|
|
—
|
|
|
3,493
|
|
|
—
|
|
|
—
|
|
|||||
Reorganization items, net
|
|
190
|
|
|
(10,925
|
)
|
|
8,052
|
|
|
153,125
|
|
|
70,263
|
|
|||||
Adjusted EBITDA
|
|
$
|
111,068
|
|
|
$
|
176,225
|
|
|
$
|
168,116
|
|
|
$
|
139,731
|
|
|
$
|
136,915
|
|
38
|
Overseas Shipholding Group, Inc.
|
39
|
Overseas Shipholding Group, Inc.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Time charter equivalent revenues
|
|
$
|
361,036
|
|
|
$
|
446,160
|
|
|
$
|
449,058
|
|
Add: Voyage expenses
|
|
29,390
|
|
|
16,260
|
|
|
17,814
|
|
|||
Shipping revenues
|
|
$
|
390,426
|
|
|
$
|
462,420
|
|
|
$
|
466,872
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||
|
|
Spot
Earnings
|
|
Fixed
Earnings
|
|
Spot
Earnings
|
|
Fixed
Earnings
|
|
Spot
Earnings
|
|
Fixed
Earnings
|
||||||||||||
Jones Act Handysize Product Carriers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Average rate
|
|
$
|
27,179
|
|
|
$
|
63,604
|
|
|
$
|
27,989
|
|
|
$
|
64,919
|
|
|
$
|
—
|
|
|
$
|
64,350
|
|
Revenue days
|
|
896
|
|
|
3,411
|
|
|
208
|
|
|
4,103
|
|
|
—
|
|
|
4,260
|
|
||||||
Non-Jones Act Handysize Product Carriers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Average rate
|
|
$
|
31,174
|
|
|
$
|
14,031
|
|
|
$
|
31,422
|
|
|
$
|
16,141
|
|
|
$
|
29,453
|
|
|
$
|
15,958
|
|
Revenue days
|
|
566
|
|
|
159
|
|
|
544
|
|
|
186
|
|
|
535
|
|
|
164
|
|
||||||
ATBs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Average rate
|
|
$
|
11,111
|
|
|
$
|
26,863
|
|
|
$
|
26,473
|
|
|
$
|
35,269
|
|
|
$
|
—
|
|
|
$
|
38,605
|
|
Revenue days
|
|
979
|
|
|
1,637
|
|
|
83
|
|
|
2,802
|
|
|
—
|
|
|
2,700
|
|
||||||
Lightering:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Average rate
|
|
$
|
61,648
|
|
|
$
|
—
|
|
|
$
|
72,271
|
|
|
$
|
—
|
|
|
$
|
79,209
|
|
|
$
|
—
|
|
Revenue days
|
|
730
|
|
|
—
|
|
|
732
|
|
|
—
|
|
|
652
|
|
|
—
|
|
40
|
Overseas Shipholding Group, Inc.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Interest before impact of interest rate caps
|
|
$
|
35,978
|
|
|
$
|
42,812
|
|
|
$
|
70,364
|
|
Impact of interest rate caps
|
|
1,423
|
|
|
339
|
|
|
1
|
|
|||
Interest expense
|
|
$
|
37,401
|
|
|
$
|
43,151
|
|
|
$
|
70,365
|
|
41
|
Overseas Shipholding Group, Inc.
|
42
|
Overseas Shipholding Group, Inc.
|
43
|
Overseas Shipholding Group, Inc.
|
44
|
Overseas Shipholding Group, Inc.
|
45
|
Overseas Shipholding Group, Inc.
|
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
||||||||||||||
Long-term debt
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Unsecured senior notes - fixed rate
|
|
$
|
52
|
|
|
$
|
52
|
|
|
$
|
52
|
|
|
$
|
342
|
|
|
$
|
29
|
|
|
$
|
434
|
|
|
$
|
961
|
|
OBS term loan - floating rate
|
|
54,487
|
|
|
446,686
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
501,173
|
|
|||||||
Operating lease obligations
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Bareboat Charter-ins
|
|
91,457
|
|
|
111,819
|
|
|
9,168
|
|
|
9,143
|
|
|
9,143
|
|
|
22,846
|
|
|
253,576
|
|
|||||||
Office space
|
|
627
|
|
|
658
|
|
|
635
|
|
|
631
|
|
|
649
|
|
|
573
|
|
|
3,773
|
|
|||||||
Total
|
|
$
|
146,623
|
|
|
$
|
559,215
|
|
|
$
|
9,855
|
|
|
$
|
10,116
|
|
|
$
|
9,821
|
|
|
$
|
23,853
|
|
|
$
|
759,483
|
|
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|||||||||||
Defined benefit pension plan contributions
(1)
|
|
$
|
3,220
|
|
|
$
|
—
|
|
|
$
|
329
|
|
|
$
|
183
|
|
3
|
|
$
|
320
|
|
Postretirement health care plan obligations
(2)
|
|
215
|
|
|
192
|
|
|
194
|
|
|
198
|
|
|
200
|
|
||||||
Total
|
|
$
|
3,435
|
|
|
$
|
192
|
|
|
$
|
523
|
|
|
$
|
381
|
|
|
$
|
520
|
|
(1)
|
Represents estimated contributions under the Maritrans Inc. defined benefit retirement plan.
|
(2)
|
Amounts are estimated based on the
2017
cost taking the assumed health care cost trend rate for
2018
to
2022
into consideration. See Note 17, “Pension and Other Postretirement Benefit Plans,” to the Company’s consolidated financial statements set forth in Item 8, “Financial Statements and Supplementary Data.” Because of the subjective nature of the assumptions made, actual premiums paid in future years may differ significantly from the estimated amounts.
|
46
|
Overseas Shipholding Group, Inc.
|
At December 31, 2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Long-term debt
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Fixed rate debt
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
0.7
|
|
|
$
|
0.7
|
|
Average interest rate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.5
|
%
|
|
—
|
|
|
7.5
|
%
|
|
—
|
|
|
—
|
|
||||||||
Variable rate debt
|
|
$
|
28.2
|
|
|
$
|
427.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
455.7
|
|
|
$
|
441.6
|
|
Average interest rate
|
|
6.1
|
%
|
|
6.1
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
47
|
Overseas Shipholding Group, Inc.
|
48
|
Overseas Shipholding Group, Inc.
|
49
|
Overseas Shipholding Group, Inc.
|
50
|
Overseas Shipholding Group, Inc.
|
Years ended December 31, 2017, 2016 and 2015
|
Page
|
51
|
Overseas Shipholding Group, Inc.
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
ASSETS
|
|
|
|
|
|
||
Current Assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
165,994
|
|
|
$
|
191,089
|
|
Restricted cash
|
58
|
|
|
7,272
|
|
||
Voyage receivables, including unbilled of $9,919 and $12,593
|
24,209
|
|
|
23,456
|
|
||
Income tax recoverable
|
1,122
|
|
|
877
|
|
||
Receivable from INSW
|
372
|
|
|
683
|
|
||
Other receivables
|
2,184
|
|
|
2,696
|
|
||
Inventories, prepaid expenses and other current assets
|
13,356
|
|
|
12,243
|
|
||
Total Current Assets
|
207,295
|
|
|
238,316
|
|
||
Restricted cash
|
217
|
|
|
8,572
|
|
||
Vessels and other property, less accumulated depreciation
|
632,509
|
|
|
684,468
|
|
||
Deferred drydock expenditures, net
|
23,914
|
|
|
31,172
|
|
||
Total Vessels, Deferred Drydock and Other Property
|
656,423
|
|
|
715,640
|
|
||
Investments in and advances to affiliated companies
|
3,785
|
|
|
3,694
|
|
||
Intangible assets, less accumulated amortization
|
41,017
|
|
|
45,617
|
|
||
Other assets
|
23,150
|
|
|
18,658
|
|
||
Total Assets
|
$
|
931,887
|
|
|
$
|
1,030,497
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable, accrued expenses and other current liabilities
|
$
|
34,220
|
|
|
$
|
57,222
|
|
Income taxes payable
|
151
|
|
|
306
|
|
||
Current installments of long-term debt
|
28,160
|
|
|
—
|
|
||
Total Current Liabilities
|
62,531
|
|
|
57,528
|
|
||
Reserve for uncertain tax positions
|
3,205
|
|
|
3,129
|
|
||
Long-term debt
|
420,776
|
|
|
525,082
|
|
||
Deferred income taxes
|
83,671
|
|
|
141,457
|
|
||
Other liabilities
|
48,466
|
|
|
48,969
|
|
||
Total Liabilities
|
618,649
|
|
|
776,165
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
||
|
|
|
|
||||
Equity:
|
|
|
|
||||
Common stock - Class A ($0.01 par value; 166,666,666 shares authorized; 78,277,669 and 70,271,172 shares issued and outstanding)
|
783
|
|
|
702
|
|
||
Paid-in additional capital
|
584,675
|
|
|
583,526
|
|
||
Accumulated deficit
|
(265,758
|
)
|
|
(321,736
|
)
|
||
|
319,700
|
|
|
262,492
|
|
||
Accumulated other comprehensive loss
|
(6,462
|
)
|
|
(8,160
|
)
|
||
Total Equity
|
313,238
|
|
|
254,332
|
|
||
Total Liabilities and Equity
|
$
|
931,887
|
|
|
$
|
1,030,497
|
|
52
|
Overseas Shipholding Group, Inc.
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Shipping Revenues:
|
|
|
|
|
|
|
|
|
|||
Time charter revenues
|
$
|
266,193
|
|
|
$
|
372,149
|
|
|
$
|
385,206
|
|
Voyage charter revenues
|
124,233
|
|
|
90,271
|
|
|
81,666
|
|
|||
|
390,426
|
|
|
462,420
|
|
|
466,872
|
|
|||
Operating Expenses:
|
|
|
|
|
|
||||||
Voyage expenses
|
29,390
|
|
|
16,260
|
|
|
17,814
|
|
|||
Vessel expenses
|
135,991
|
|
|
140,696
|
|
|
138,179
|
|
|||
Charter hire expenses
|
91,587
|
|
|
91,947
|
|
|
91,875
|
|
|||
Depreciation and amortization
|
58,673
|
|
|
89,563
|
|
|
76,851
|
|
|||
General and administrative
|
27,493
|
|
|
41,608
|
|
|
61,540
|
|
|||
Severance costs
|
16
|
|
|
12,996
|
|
|
—
|
|
|||
Loss on disposal of vessels and other property, including impairments
|
13,200
|
|
|
104,532
|
|
|
207
|
|
|||
Total operating expenses
|
356,350
|
|
|
497,602
|
|
|
386,466
|
|
|||
Income/(loss) from vessel operations
|
34,076
|
|
|
(35,182
|
)
|
|
80,406
|
|
|||
Equity in income of affiliated companies
|
3,747
|
|
|
3,642
|
|
|
3,783
|
|
|||
Operating income/(loss)
|
37,823
|
|
|
(31,540
|
)
|
|
84,189
|
|
|||
Other expense
|
(1,881
|
)
|
|
(2,391
|
)
|
|
(26,239
|
)
|
|||
Income/(loss) before interest expense, reorganization items and income taxes
|
35,942
|
|
|
(33,931
|
)
|
|
57,950
|
|
|||
Interest expense
|
(37,401
|
)
|
|
(43,151
|
)
|
|
(70,365
|
)
|
|||
Loss before reorganization items and income taxes
|
(1,459
|
)
|
|
(77,082
|
)
|
|
(12,415
|
)
|
|||
Reorganization items, net
|
(190
|
)
|
|
10,925
|
|
|
(8,052
|
)
|
|||
Loss from continuing operations before income taxes
|
(1,649
|
)
|
|
(66,157
|
)
|
|
(20,467
|
)
|
|||
Income tax benefit from continuing operations
|
57,627
|
|
|
65,098
|
|
|
101,032
|
|
|||
Income/(loss) from continuing operations
|
55,978
|
|
|
(1,059
|
)
|
|
80,565
|
|
|||
(Loss)/income from discontinued operations
|
—
|
|
|
(292,555
|
)
|
|
203,395
|
|
|||
Net income/(loss)
|
$
|
55,978
|
|
|
$
|
(293,614
|
)
|
|
$
|
283,960
|
|
|
|
|
|
|
|
||||||
Weighted Average Number of Common Shares Outstanding:
|
|
|
|
|
|
||||||
Basic - Class A
|
87,834,769
|
|
|
90,949,577
|
|
|
95,584,559
|
|
|||
Basic - Class B and Common Stock
|
—
|
|
|
533,758
|
|
|
1,320,337
|
|
|||
Diluted - Class A
|
88,082,978
|
|
|
90,949,577
|
|
|
95,629,090
|
|
|||
Diluted - Class B and Common Stock
|
—
|
|
|
533,758
|
|
|
1,320,337
|
|
|||
Per Share Amounts:
|
|
|
|
|
|
||||||
Basic and diluted net income/(loss) - Class A from continuing operations
|
$
|
0.64
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.83
|
|
Basic and diluted net income/(loss) - Class A from discontinued operations
|
$
|
—
|
|
|
$
|
(3.24
|
)
|
|
$
|
2.10
|
|
Basic and diluted net income/(loss) - Class A
|
$
|
0.64
|
|
|
$
|
(3.25
|
)
|
|
$
|
2.93
|
|
|
|
|
|
|
|
||||||
Basic and diluted net income/(loss) - Class B from continuing operations
|
$
|
—
|
|
|
$
|
(0.11
|
)
|
|
$
|
0.83
|
|
Basic and diluted net income/(loss) - Class B from discontinued operations
|
$
|
—
|
|
|
$
|
4.54
|
|
|
$
|
2.10
|
|
Basic and diluted net income/(loss) - Class B
|
$
|
—
|
|
|
$
|
4.43
|
|
|
$
|
2.93
|
|
|
|
|
|
|
|
53
|
Overseas Shipholding Group, Inc.
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net income/(loss)
|
$
|
55,978
|
|
|
$
|
(293,614
|
)
|
|
$
|
283,960
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
||||||
Net change in unrealized gains on cash flow hedges
|
907
|
|
|
10,311
|
|
|
6,927
|
|
|||
Defined benefit pension and other postretirement benefit plans:
|
|
|
|
|
|
||||||
Net change in unrecognized prior service costs
|
(157
|
)
|
|
(60
|
)
|
|
(211
|
)
|
|||
Net change in unrecognized actuarial losses
|
948
|
|
|
(3,295
|
)
|
|
3,203
|
|
|||
Other comprehensive income
|
1,698
|
|
|
6,956
|
|
|
9,919
|
|
|||
Comprehensive income/(loss)
|
$
|
57,676
|
|
|
$
|
(286,658
|
)
|
|
$
|
293,879
|
|
54
|
Overseas Shipholding Group, Inc.
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|||
Net income/(loss)
|
$
|
55,978
|
|
|
$
|
(293,614
|
)
|
|
$
|
283,960
|
|
(Loss)/income from discontinued operations
|
—
|
|
|
(292,555
|
)
|
|
203,395
|
|
|||
Net income/(loss) from continuing operations
|
55,978
|
|
|
(1,059
|
)
|
|
80,565
|
|
|||
Items included in net income/(loss) from continuing operations not affecting cash flows:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
58,673
|
|
|
89,563
|
|
|
76,851
|
|
|||
Vessel impairment charges
|
5,878
|
|
|
104,405
|
|
|
—
|
|
|||
Amortization of debt discount and other deferred financing costs
|
5,167
|
|
|
6,005
|
|
|
5,154
|
|
|||
Compensation relating to restricted stock, stock unit and stock option grants
|
2,388
|
|
|
7,441
|
|
|
3,580
|
|
|||
Deferred income tax benefit
|
(59,047
|
)
|
|
(67,394
|
)
|
|
(69,564
|
)
|
|||
Undistributed earnings of affiliated companies
|
(91
|
)
|
|
132
|
|
|
(399
|
)
|
|||
Deferred payment obligations on charters-in
|
—
|
|
|
—
|
|
|
590
|
|
|||
Reorganization items, non-cash
|
(105
|
)
|
|
5,198
|
|
|
(50
|
)
|
|||
Other – net
|
3,282
|
|
|
2,268
|
|
|
1,971
|
|
|||
Items included in net income/(loss) related to investing and financing activities:
|
|
|
|
|
|
||||||
Loss on repurchases and extinguishment of debt
|
3,237
|
|
|
2,988
|
|
|
—
|
|
|||
Loss on disposal of vessels and other property, net
|
7,322
|
|
|
127
|
|
|
207
|
|
|||
Distributions from INSW
|
—
|
|
|
202,000
|
|
|
200,000
|
|
|||
Payments for drydocking
|
(8,390
|
)
|
|
(6,844
|
)
|
|
(41,323
|
)
|
|||
SEC payment, bankruptcy and IRS claim payments
|
(5,000
|
)
|
|
(7,136
|
)
|
|
(8,343
|
)
|
|||
Deferred financing costs paid for loan modification
|
—
|
|
|
—
|
|
|
(4,220
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
(Increase)/decrease in receivables
|
(753
|
)
|
|
(16,794
|
)
|
|
6,502
|
|
|||
(Increase)/decrease in income tax recoverable
|
(246
|
)
|
|
323
|
|
|
54,637
|
|
|||
(Decrease)/increase in deferred revenue
|
(4,639
|
)
|
|
63
|
|
|
(3,034
|
)
|
|||
Net change in prepaid items and accounts payable, accrued expenses and other current and long-term liabilities
|
(20,035
|
)
|
|
7,574
|
|
|
(26,791
|
)
|
|||
Net cash provided by operating activities
|
43,619
|
|
|
328,860
|
|
|
276,333
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
Change in restricted cash
|
15,569
|
|
|
(5,261
|
)
|
|
42,502
|
|
|||
Expenditures for other property
|
(11
|
)
|
|
(666
|
)
|
|
(75
|
)
|
|||
Proceeds from disposal of vessels and other property
|
1,055
|
|
|
—
|
|
|
—
|
|
|||
Other – net
|
—
|
|
|
—
|
|
|
(54
|
)
|
|||
Net cash provided by/(used in) investing activities
|
16,613
|
|
|
(5,927
|
)
|
|
42,373
|
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||||||
Cash dividends paid
|
—
|
|
|
(31,910
|
)
|
|
—
|
|
|||
Payments on debt, including adequate protection payments
|
—
|
|
|
(54,345
|
)
|
|
(6,030
|
)
|
|||
Repurchases and extinguishment of debt
|
(84,170
|
)
|
|
(120,224
|
)
|
|
(326,051
|
)
|
|||
Repurchases of common stock and common stock warrants
|
—
|
|
|
(119,343
|
)
|
|
(3,633
|
)
|
|||
Tax withholding on share-based awards
|
(1,157
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in financing activities
|
(85,327
|
)
|
|
(325,822
|
)
|
|
(335,714
|
)
|
|||
Net decrease in cash and cash equivalents
|
(25,095
|
)
|
|
(2,889
|
)
|
|
(17,008
|
)
|
|||
Cash and cash equivalents at beginning of year
|
191,089
|
|
|
193,978
|
|
|
210,986
|
|
|||
Cash and cash equivalents at end of year
|
$
|
165,994
|
|
|
$
|
191,089
|
|
|
$
|
193,978
|
|
|
|
|
|
|
|
||||||
Cash flows from discontinued operations:
|
|
|
|
|
|
||||||
Cash flows provided by operating activities
|
$
|
—
|
|
|
$
|
111,768
|
|
|
$
|
222,739
|
|
Cash flows provided by investing activities
|
—
|
|
|
25,202
|
|
|
114,163
|
|
|||
Cash flows used in financing activities
|
—
|
|
|
(355,687
|
)
|
|
(206,284
|
)
|
|||
Net (decrease)/increase in cash and cash equivalents from discontinued operations
|
$
|
—
|
|
|
$
|
(218,717
|
)
|
|
$
|
130,618
|
|
55
|
Overseas Shipholding Group, Inc.
|
|
Common
Stock
|
|
Paid-in
Additional
Capital
|
|
Retained
Earnings /
(Accumulated
Deficit)
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
|
||||||||||
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2014
|
$
|
3,158
|
|
|
$
|
1,507,334
|
|
|
$
|
(141,025
|
)
|
|
$
|
(83,380
|
)
|
|
$
|
1,286,087
|
|
Net income
|
—
|
|
|
—
|
|
|
283,960
|
|
|
—
|
|
|
283,960
|
|
|||||
Other comprehensive income, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
9,919
|
|
|
9,919
|
|
|||||
Stock dividends declared
|
338
|
|
|
143,879
|
|
|
(144,217
|
)
|
|
—
|
|
|
—
|
|
|||||
Issuance and vesting of restricted stock awards
|
5
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Forfeitures and cancellation of restricted stock awards
|
—
|
|
|
(257
|
)
|
|
—
|
|
|
—
|
|
|
(257
|
)
|
|||||
Compensation related to Class A options granted
|
—
|
|
|
621
|
|
|
—
|
|
|
—
|
|
|
621
|
|
|||||
Amortization of restricted stock awards
|
—
|
|
|
1,217
|
|
|
—
|
|
|
—
|
|
|
1,217
|
|
|||||
Compensation related to Class A restricted stock awards
|
—
|
|
|
2,574
|
|
|
—
|
|
|
—
|
|
|
2,574
|
|
|||||
Repurchase of Class A warrants
|
—
|
|
|
(3,633
|
)
|
|
—
|
|
|
—
|
|
|
(3,633
|
)
|
|||||
Conversion of Class A and Class B warrants to common stock
|
219
|
|
|
(219
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance at December 31, 2015
|
3,720
|
|
|
1,651,511
|
|
|
(1,282
|
)
|
|
(73,461
|
)
|
|
1,580,488
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
(293,614
|
)
|
|
—
|
|
|
(293,614
|
)
|
|||||
Other comprehensive income, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
6,956
|
|
|
6,956
|
|
|||||
Stock dividends declared and paid
|
—
|
|
|
(5,070
|
)
|
|
(25,503
|
)
|
|
—
|
|
|
(30,573
|
)
|
|||||
Special dividend paid to Class B stockholders
|
—
|
|
|
—
|
|
|
(1,337
|
)
|
|
—
|
|
|
(1,337
|
)
|
|||||
Vesting of restricted stock awards to be settled in cash
|
—
|
|
|
(528
|
)
|
|
—
|
|
|
—
|
|
|
(528
|
)
|
|||||
Issuance and vesting of restricted stock awards
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Forfeitures and cancellation of restricted stock awards
|
—
|
|
|
(363
|
)
|
|
—
|
|
|
—
|
|
|
(363
|
)
|
|||||
Compensation related to Class A options granted, net of forfeitures
|
—
|
|
|
2,414
|
|
|
—
|
|
|
—
|
|
|
2,414
|
|
|||||
Compensation related to Class A restricted stock awards, net of forfeitures
|
—
|
|
|
5,882
|
|
|
—
|
|
|
—
|
|
|
5,882
|
|
|||||
Repurchase of Class A warrants and Class A common stock
|
(5
|
)
|
|
(119,338
|
)
|
|
—
|
|
|
—
|
|
|
(119,343
|
)
|
|||||
Conversion of Class A and B warrants to common stock
|
413
|
|
|
(413
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Reverse stock split
|
(3,429
|
)
|
|
3,429
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Distribution of INSW stock
|
—
|
|
|
(953,995
|
)
|
|
—
|
|
|
58,345
|
|
|
(895,650
|
)
|
|||||
Balance at December 31, 2016
|
702
|
|
|
583,526
|
|
|
(321,736
|
)
|
|
(8,160
|
)
|
|
254,332
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
55,978
|
|
|
—
|
|
|
55,978
|
|
|||||
Other comprehensive income, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
1,698
|
|
|
1,698
|
|
|||||
Issuance and vesting of restricted stock awards
|
5
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Forfeitures and cancellation of restricted stock awards
|
—
|
|
|
(1,157
|
)
|
|
—
|
|
|
—
|
|
|
(1,157
|
)
|
|||||
Compensation related to Class A options granted
|
—
|
|
|
281
|
|
|
—
|
|
|
—
|
|
|
281
|
|
|||||
Compensation related to Class A restricted stock awards
|
—
|
|
|
2,107
|
|
|
—
|
|
|
—
|
|
|
2,107
|
|
|||||
Conversion of Class A warrants to Class A common stock
|
76
|
|
|
(76
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance at December 31, 2017
|
$
|
783
|
|
|
$
|
584,675
|
|
|
$
|
(265,758
|
)
|
|
$
|
(6,462
|
)
|
|
$
|
313,238
|
|
56
|
Overseas Shipholding Group, Inc.
|
57
|
Overseas Shipholding Group, Inc.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Trustee fees
|
|
$
|
5
|
|
|
$
|
100
|
|
|
$
|
217
|
|
Professional fees
|
|
185
|
|
|
2,288
|
|
|
8,027
|
|
|||
Litigation settlement, net
|
|
—
|
|
|
(20,359
|
)
|
|
—
|
|
|||
Litigation settlement due to class action plaintiffs
|
|
—
|
|
|
2,136
|
|
|
—
|
|
|||
Litigation settlement due to Class B warrant holders
|
|
—
|
|
|
86
|
|
|
—
|
|
|||
Provision for claims
|
|
—
|
|
|
4,824
|
|
|
—
|
|
|||
Other claim adjustments
|
|
—
|
|
|
—
|
|
|
(192
|
)
|
|||
|
|
$
|
190
|
|
|
$
|
(10,925
|
)
|
|
$
|
8,052
|
|
58
|
Overseas Shipholding Group, Inc.
|
1.
|
Cash and cash equivalents -
Interest-bearing deposits that are highly liquid investments and have a maturity of three months or less when purchased are included in cash and cash equivalents. Pursuant to the terms of the OBS Facility, in the event of a spinoff of INSW, the Company was required to set aside, in an escrow account, cash in an aggregate amount of not less than the sum of all accrued and unpaid interest on the outstanding Unsecured Senior Notes (as defined in Note 9, “Debt”) through the date of the consummation of the INSW Spinoff and all interest expense that will accrue under the respective outstanding Unsecured Senior Notes from the date of the consummation of the INSW Spinoff through the maturity of the respective Unsecured Senior Notes. Activity relating to restricted cash is reflected in investing activities in the consolidated statements of cash flow. Additionally, management had designated cash reserves of
$5,576
as of December 31, 2016 to be utilized for the settlement of certain unsecured claims related to the Company's emergence from bankruptcy.
|
2.
|
Vessels, vessel lives, deferred drydocking expenditures and other property
- Vessels are recorded at cost and are depreciated to their estimated salvage value on the straight-line basis over the estimated useful lives of the vessels, which are generally
25 years
(except for new ATBs for which estimated useful lives of
30 years
are used).
|
3.
|
Impairment of long-lived assets
- The carrying amounts of long-lived assets held and used by the Company are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of a particular asset may not be fully recoverable. In such instances, the requirement for impairment could be triggered if the estimate of the undiscounted future cash flows expected to result from the use of the asset and its eventual
|
59
|
Overseas Shipholding Group, Inc.
|
4.
|
Intangible assets -
Intangible assets with estimable useful lives are amortized over their estimated useful lives and are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of the intangible asset may be impaired. See Note 10, “Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures,” for further discussion on the impairment test performed on the Company's intangible assets at
December 31, 2017
.
|
5.
|
Deferred finance charges -
Finance charges incurred in the arrangement and amendment of debt are deferred and amortized to interest expense on either an effective interest method or straight-line basis over the life of the related debt.
|
6.
|
Revenue and expense recognition -
Revenues from time charters are accounted for as operating leases and are thus recognized ratably over the rental periods of such charters, as service is performed. Under existing U.S. GAAP in 2017 and prior, voyage revenues and expenses are recognized ratably over the estimated length of each voyage, calculated on a discharge-to-discharge basis and, therefore, are allocated between reporting periods based on the relative transit time in each period. The impact of recognizing voyage expenses ratably over the length of each voyage is not materially different on a quarterly and annual basis from a method of recognizing such costs as incurred. OSG does not begin recognizing voyage revenue until a charter has been agreed to by both the Company and the customer, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage.
|
7.
|
Voyage receivables
- All customers are granted credit on a short-term basis and related credit risks are considered minimal. The Company routinely reviews its voyage receivables and makes provisions for probable doubtful accounts; however, those provisions are estimates and actual results could differ from those estimates and those differences may be material. Voyage receivables are deemed uncollectible and removed from accounts receivable and the allowance for doubtful accounts when collection efforts have been exhausted.
|
8.
|
Concentration of Credit Risk
- Financial instruments that potentially subject the Company to concentrations of credit risk are voyage receivables due from charterers. With respect to voyage receivables, the Company limits its credit risk by performing ongoing credit evaluations. Voyage receivables reflected in the consolidated balance sheets as of
December 31, 2017
and
2016
are net of an allowance for doubtful accounts of
$682
and
$70
, respectively. The provisions for doubtful accounts for the years ended
December 31, 2017
,
2016
and
2015
were not material.
|
60
|
Overseas Shipholding Group, Inc.
|
|
|
Percentage of Shipping Revenue
|
|
Customer Name
|
|
2017
|
|
Andeavor
|
|
16
|
%
|
Petrobras America Inc.
|
|
15
|
%
|
Shell
|
|
10
|
%
|
|
|
Percentage of Shipping Revenue
|
||||
Customer Name
|
|
2016
|
|
2015
|
||
Andeavor
|
|
16
|
%
|
|
15
|
%
|
Petrobras America Inc.
|
|
12
|
%
|
|
12
|
%
|
Shell
|
|
12
|
%
|
|
11
|
%
|
Marathon Petroleum Company
|
|
11
|
%
|
|
14
|
%
|
9.
|
Derivatives
- ASC 815,
Derivatives and Hedging
, requires the Company to recognize all derivatives on the balance sheet at fair value. Derivatives that are not effective hedges must be adjusted to fair value through earnings. If the derivative is an effective hedge, depending on the nature of the hedge, a change in the fair value of the derivative is either offset against the change in fair value of the hedged item (fair value hedge), or recognized in other comprehensive income/(loss) and reclassified into earnings in the same period or periods during which the hedge transaction affects earnings (cash flow hedge). The ineffective portion (that is, the change in fair value of the derivative that does not offset the change in fair value of the hedged item) of an effective hedge and the full amount of the change in fair value of derivative instruments that do not qualify for hedge accounting are immediately recognized in earnings.
|
61
|
Overseas Shipholding Group, Inc.
|
10.
|
Income taxes
- The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
|
11.
|
Use of estimates
- The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts of assets, liabilities, equity, revenues and expenses reported in the financial statements and accompanying notes. The most significant estimates relate to the depreciation of vessels and other property, amortization of drydocking costs, estimates used in assessing the recoverability of vessels, intangible assets and other long-lived assets, liabilities incurred relating to pension benefits, and income taxes. Actual results could differ from those estimates.
|
12.
|
Segment information
- Operating segments are defined as components of an enterprise that engage in business activities. The Company has determined that it operates its business as a single segment as its chief operating decision maker and its management team make decisions about resource allocations and review and measure the Company’s results as one line of business with similar regulatory requirements, customers and commodities transported.
|
13.
|
Inventories
- Inventories are included in the inventories, prepaid expenses and other current assets line item in the consolidated balance sheets. Inventories are accounted for on the first in first out basis and consist of fuel on the Company’s vessels.
|
14.
|
Recently adopted accounting standards
- In August 2014, the FASB issued ASU No. 2014-15,
Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASC 205)
, which explicitly requires management to assess an entity’s ability to continue as a going concern and disclose going concern uncertainties in connection with each annual and interim period. The new standard requires management to assess if there is substantial doubt about an entity’s ability to continue to meet its obligations within one year after the reporting date based upon management’s consideration of relevant conditions that are known (and reasonably knowable) at the issuance date. The new standard defines substantial doubt and provides example indicators. Disclosures will be required if conditions give rise to substantial doubt. However, management will need to assess if its plans will alleviate substantial doubt to determine the specific disclosures. The new standard was effective for all entities in the first annual period ending after December 15, 2016. The Company adopted this standard on December 31, 2016. The adoption of this standard had no impact to the Company’s consolidated financial statements.
|
62
|
Overseas Shipholding Group, Inc.
|
63
|
Overseas Shipholding Group, Inc.
|
|
Three Months Ending
|
|
Year Ended
|
|
Three
Months Ending
|
||||||||||||
(Thousands of shares)
|
March 31,
2015
|
|
June 30,
2015
|
|
September 30,
2015
|
|
December 31, 2015
|
|
December 31, 2015
|
|
March 31,
2016
|
||||||
|
(unaudited)
|
|
|
|
(unaudited)
|
||||||||||||
Decrease in weighted average number of shares outstanding used to calculate basic net income/(loss) per share amounts for Class A
|
(477,862
|
)
|
|
(477,881
|
)
|
|
(477,949
|
)
|
|
(477,996
|
)
|
|
(477,923
|
)
|
|
(473,688
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Decrease in weighted average number of shares outstanding used to calculate diluted net income/(loss) per share amounts for Class A
|
(477,862
|
)
|
|
(478,109
|
)
|
|
(477,996
|
)
|
|
(477,996
|
)
|
|
(478,145
|
)
|
|
(473,688
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Decrease in weighted average number of shares outstanding used to calculate basic and diluted net income/(loss) per share amounts for Class B
|
(6,604
|
)
|
|
(6,602
|
)
|
|
(6,600
|
)
|
|
(6,600
|
)
|
|
(6,602
|
)
|
|
(6,600
|
)
|
64
|
Overseas Shipholding Group, Inc.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Income/(loss) from continuing operations
|
|
$
|
55,978
|
|
|
$
|
(1,059
|
)
|
|
$
|
80,565
|
|
(Loss)/income from discontinued operations
|
|
—
|
|
|
(292,555
|
)
|
|
203,395
|
|
|||
Net income/(loss)
|
|
$
|
55,978
|
|
|
$
|
(293,614
|
)
|
|
$
|
283,960
|
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
||||||
Class A common stock - basic
|
|
87,834,769
|
|
|
90,949,577
|
|
|
95,584,559
|
|
|||
Class A common stock - diluted
|
|
88,082,978
|
|
|
90,949,577
|
|
|
95,629,090
|
|
|||
Class B common stock - basic
|
|
—
|
|
|
533,758
|
|
|
1,320,337
|
|
|||
Class B common stock - diluted
|
|
—
|
|
|
533,758
|
|
|
1,320,337
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income/(loss) from continuing operations allocated to:
|
|
|
|
|
|
|
|
|
|
|||
Class A Common Stockholders
|
|
$
|
55,957
|
|
|
$
|
(1,002
|
)
|
|
$
|
79,424
|
|
Class B Common Stockholders
(2)
|
|
—
|
|
|
(57
|
)
|
|
1,097
|
|
|||
Participating securities
(1)
|
|
21
|
|
|
—
|
|
|
44
|
|
|||
|
|
$
|
55,978
|
|
|
$
|
(1,059
|
)
|
|
$
|
80,565
|
|
|
|
|
|
|
|
|
||||||
Net income/(loss) from discontinued operations allocated to:
|
|
|
|
|
|
|
||||||
Class A Common Stockholders
|
|
$
|
—
|
|
|
$
|
(295,001
|
)
|
|
$
|
200,515
|
|
Class B Common Stockholders
(2)
|
|
—
|
|
|
2,426
|
|
|
2,770
|
|
|||
Participating securities
(1)
|
|
—
|
|
|
20
|
|
|
110
|
|
|||
|
|
$
|
—
|
|
|
$
|
(292,555
|
)
|
|
$
|
203,395
|
|
(1)
|
For the years ended December 31, 2017 and 2015, income from continuing operations allocated to participating securities relates to unvested restricted stock. For the year ended December 31, 2016 and 2015, income from discontinued operations allocated to participating securities relates to amounts equivalent to the cash dividends declared.
|
(2)
|
The December 31, 2016 and 2015 income allocated to Class B common stockholders includes amounts equivalent to the special cash dividends declared on the Class B common stock shares.
|
65
|
Overseas Shipholding Group, Inc.
|
66
|
Overseas Shipholding Group, Inc.
|
|
|
Years Ended December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Shipping revenues:
|
|
|
|
|
|
|
||
Pool revenues
|
|
$
|
226,329
|
|
|
$
|
360,218
|
|
Time and bareboat charter revenues
|
|
88,786
|
|
|
52,092
|
|
||
Voyage charter revenues
|
|
50,005
|
|
|
85,324
|
|
||
|
|
365,120
|
|
|
497,634
|
|
||
Operating expenses:
|
|
|
|
|
||||
Voyage expenses
|
|
11,219
|
|
|
21,844
|
|
||
Vessel expenses
|
|
129,914
|
|
|
143,925
|
|
||
Charter hire expenses
|
|
32,790
|
|
|
36,802
|
|
||
Depreciation and amortization
|
|
73,039
|
|
|
80,962
|
|
||
General and administrative
|
|
17,900
|
|
|
17,628
|
|
||
Technical management transition costs
|
|
—
|
|
|
39
|
|
||
Spin-off related costs
|
|
16,763
|
|
|
—
|
|
||
Severance costs
|
|
243
|
|
|
—
|
|
||
Loss/(gain) on disposal of vessels and other property, including impairments
|
|
382,163
|
|
|
(4,459
|
)
|
||
Total Operating Expenses
|
|
664,031
|
|
|
296,741
|
|
||
(Loss)/Income from Vessel Operations
|
|
(298,911
|
)
|
|
200,893
|
|
||
Equity in Income of Affiliated Companies
|
|
44,067
|
|
|
45,546
|
|
||
Operating (Loss)/Income
|
|
(254,844
|
)
|
|
246,439
|
|
||
Other (Expense)\Income
|
|
(968
|
)
|
|
66
|
|
||
(Loss)/Income before Interest Expense, Reorganization Items and Taxes
|
|
(255,812
|
)
|
|
246,505
|
|
||
Interest expense
|
|
36,430
|
|
|
42,970
|
|
||
(Loss)/Income before Reorganization Items and Income Taxes
|
|
(292,242
|
)
|
|
203,535
|
|
||
Reorganization Items, net
|
|
—
|
|
|
—
|
|
||
(Loss)/Income before Income Taxes
|
|
(292,242
|
)
|
|
203,535
|
|
||
Income Tax Provision
|
|
313
|
|
|
140
|
|
||
Net (Loss)/Income
|
|
$
|
(292,555
|
)
|
|
$
|
203,395
|
|
67
|
Overseas Shipholding Group, Inc.
|
68
|
Overseas Shipholding Group, Inc.
|
|
|
Years Ended December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Vessels, at cost
|
|
$
|
849,713
|
|
|
$
|
892,022
|
|
Accumulated depreciation
|
|
(217,633
|
)
|
|
(208,318
|
)
|
||
Vessels, net
|
|
632,080
|
|
|
683,704
|
|
||
|
|
|
|
|
||||
Other property, at cost
|
|
5,630
|
|
|
5,619
|
|
||
Accumulated depreciation and amortization
|
|
(5,201
|
)
|
|
(4,855
|
)
|
||
Other property, net
|
|
429
|
|
|
764
|
|
||
Total vessels and other property
|
|
$
|
632,509
|
|
|
$
|
684,468
|
|
|
|
Vessel Cost
|
|
Accumulated
Depreciation
|
|
Net Book
Value
|
||||||
Balance at December 31, 2014
|
|
$
|
1,156,064
|
|
|
$
|
(262,028
|
)
|
|
$
|
894,036
|
|
Vessel additions
|
|
53
|
|
|
—
|
|
|
|
||||
Depreciation
|
|
—
|
|
|
(51,364
|
)
|
|
|
||||
|
|
|
|
|
|
|
||||||
Balance at December 31, 2015
|
|
1,156,117
|
|
|
(313,392
|
)
|
|
842,725
|
|
|||
Impairment
|
|
(264,095
|
)
|
|
163,563
|
|
|
|
||||
Depreciation
|
|
—
|
|
|
(58,489
|
)
|
|
|
||||
|
|
|
|
|
|
|
||||||
Balance at December 31, 2016
|
|
892,022
|
|
|
(208,318
|
)
|
|
683,704
|
|
|||
Impairment
|
|
(6,957
|
)
|
|
1,079
|
|
|
|
||||
Depreciation
|
|
—
|
|
|
(37,681
|
)
|
|
|
||||
Disposals
|
|
(35,352
|
)
|
|
27,287
|
|
|
|
||||
|
|
|
|
|
|
|
||||||
Balance at December 31, 2017
|
|
$
|
849,713
|
|
|
$
|
(217,633
|
)
|
|
$
|
632,080
|
|
69
|
Overseas Shipholding Group, Inc.
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at January 1
|
|
$
|
31,172
|
|
|
$
|
58,166
|
|
|
$
|
33,087
|
|
Additions
|
|
8,787
|
|
|
2,626
|
|
|
45,046
|
|
|||
Sub-total
|
|
39,959
|
|
|
60,792
|
|
|
78,133
|
|
|||
Drydock amortization
|
|
(16,045
|
)
|
|
(25,747
|
)
|
|
(19,967
|
)
|
|||
Impairments
|
|
—
|
|
|
(3,873
|
)
|
|
—
|
|
|||
Balance at December 31
|
|
$
|
23,914
|
|
|
$
|
31,172
|
|
|
$
|
58,166
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Current assets
|
|
$
|
37,497
|
|
|
$
|
37,680
|
|
Total assets
|
|
$
|
37,497
|
|
|
$
|
37,680
|
|
|
|
|
|
|
||||
Current liabilities
|
|
$
|
28,910
|
|
|
$
|
29,335
|
|
Non-current liabilities
|
|
9,865
|
|
|
10,301
|
|
||
Equity/(deficiency)
|
|
(1,278
|
)
|
|
(1,956
|
)
|
||
Total liabilities and equity/(deficiency)
|
|
$
|
37,497
|
|
|
$
|
37,680
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Shipping revenues
|
|
$
|
106,894
|
|
|
$
|
110,503
|
|
|
$
|
126,331
|
|
Ship operating expenses
|
|
(96,901
|
)
|
|
(100,752
|
)
|
|
(116,267
|
)
|
|||
Income from vessel operations
|
|
9,993
|
|
|
9,751
|
|
|
10,064
|
|
|||
Net income
|
|
$
|
9,993
|
|
|
$
|
9,751
|
|
|
$
|
10,064
|
|
70
|
Overseas Shipholding Group, Inc.
|
|
Total
|
||
Balance at January 1, 2015
|
$
|
54,817
|
|
Amortization
|
(4,600
|
)
|
|
Balance at December 31, 2015
|
50,217
|
|
|
Amortization
|
(4,600
|
)
|
|
Balance at December 31, 2016
|
45,617
|
|
|
Amortization
|
(4,600
|
)
|
|
Balance at December 31, 2017
|
$
|
41,017
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
8.125% notes due 2018, net of unamortized discount and deferred costs of $0 and $1,406
|
|
$
|
—
|
|
|
$
|
80,213
|
|
OBS term loan, due 2019, net of unamortized discount and deferred costs of $7,037 and $11,102
|
|
448,251
|
|
|
444,186
|
|
||
7.5% Election 2 notes due 2021, net of unamortized discount and deferred costs of $6 and $8
|
|
295
|
|
|
293
|
|
||
7.50% notes due 2024
|
|
390
|
|
|
390
|
|
||
Total debt
|
|
448,936
|
|
|
525,082
|
|
||
Less current installments of long-term debt
|
|
28,160
|
|
|
—
|
|
||
Total long-term debt
|
|
$
|
420,776
|
|
|
$
|
525,082
|
|
71
|
Overseas Shipholding Group, Inc.
|
Facility
|
|
OBS
ABL Facility
|
|
OBS
Term Loan
|
||||
Rate
|
|
ABR
|
|
LIBOR
|
|
ABR
|
|
LIBOR
|
Floor
|
|
None
|
|
None
|
|
2.00%
|
|
1.00%
|
Applicable Margin
|
|
1.25% - 1.75%
|
|
2.25% - 2.75%
|
|
3.25%
|
|
4.25%
|
72
|
Overseas Shipholding Group, Inc.
|
|
73
|
Overseas Shipholding Group, Inc.
|
|
|
|
Years Ended December 31,
|
||||||||||
Debt facility
|
|
2017
|
|
2016
|
|
2015
|
||||||
8.125% notes due 2018
|
|
$
|
5,568
|
|
|
$
|
10,200
|
|
|
$
|
22,779
|
|
OBS Facilities, due 2019
|
|
30,308
|
|
|
32,460
|
|
|
37,666
|
|
|||
7.50% notes due 2021-2024
|
|
102
|
|
|
121
|
|
|
9,890
|
|
|||
Total expense on debt facilities
|
|
$
|
35,978
|
|
|
$
|
42,781
|
|
|
$
|
70,335
|
|
2018
|
|
$
|
28,166
|
|
2019
|
|
427,123
|
|
|
2020
|
|
—
|
|
|
2021
|
|
301
|
|
|
2022
|
|
—
|
|
|
Thereafter
|
|
390
|
|
|
Total
|
|
$
|
455,980
|
|
74
|
Overseas Shipholding Group, Inc.
|
|
|
Carrying
Value
|
|
Fair Value
|
||||||||
|
|
Level 1
|
|
Level 2
|
|||||||
December 31, 2017:
|
|
|
|
|
|
|
|
|
|||
Assets
|
|
|
|
|
|
|
|
|
|||
Cash
(1)
|
$
|
166,269
|
|
|
$
|
166,269
|
|
|
$
|
—
|
|
Total
|
$
|
166,269
|
|
|
$
|
166,269
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|||
OBS Term loan
|
$
|
448,251
|
|
|
$
|
—
|
|
|
$
|
441,630
|
|
7.5% Election 2 notes due 2021
|
295
|
|
|
—
|
|
|
305
|
|
|||
7.5% notes due 2024
|
390
|
|
|
—
|
|
|
380
|
|
|||
Total
|
$
|
448,936
|
|
|
$
|
—
|
|
|
$
|
442,315
|
|
75
|
Overseas Shipholding Group, Inc.
|
|
|
Carrying
Value
|
|
Fair Value
|
||||||||
|
|
Level 1
|
|
Level 2
|
|||||||
December 31, 2016:
|
|
|
|
|
|
|
|
|
|||
Assets
|
|
|
|
|
|
|
|
|
|||
Cash
(1)
|
$
|
206,933
|
|
|
$
|
206,933
|
|
|
$
|
—
|
|
Total
|
$
|
206,933
|
|
|
$
|
206,933
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|||
8.125% notes due 2018
|
$
|
80,213
|
|
|
$
|
—
|
|
|
$
|
84,935
|
|
OBS Term loan
|
444,186
|
|
|
—
|
|
|
442,199
|
|
|||
7.5% Election 2 notes due 2021
|
293
|
|
|
—
|
|
|
303
|
|
|||
7.5% notes due 2024
|
390
|
|
|
—
|
|
|
392
|
|
|||
Total
|
$
|
525,082
|
|
|
$
|
—
|
|
|
$
|
527,829
|
|
|
|
For Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Interest Rate Cap of continuing operations
|
|
$
|
(2
|
)
|
|
$
|
(97
|
)
|
|
$
|
(1,537
|
)
|
Interest rate caps of discontinued operations
|
|
—
|
|
|
(3
|
)
|
|
(472
|
)
|
|||
Interest rate swaps of discontinued operations
|
|
—
|
|
|
(5,794
|
)
|
|
(9,721
|
)
|
|||
Total
|
|
$
|
(2
|
)
|
|
$
|
(5,894
|
)
|
|
$
|
(11,730
|
)
|
76
|
Overseas Shipholding Group, Inc.
|
|
|
|
Statement of Operations
|
||||||||||
|
|
Effective Portion of Gain/(Loss)
Reclassified from
Accumulated Other Comprehensive
Loss
|
|
Ineffective Portion
|
||||||||
|
|
Location
|
|
Amount of
Loss
|
|
Location
|
|
Amount of
Loss
|
||||
For the year ended December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
||
Interest Rate Cap
|
|
Interest expense
|
|
$
|
(1,423
|
)
|
|
Interest expense
|
|
$
|
—
|
|
Total
|
|
|
|
$
|
(1,423
|
)
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||
For the year ended December 31, 2016:
|
|
|
|
|
|
|
|
|
||||
Interest Rate Cap
|
|
Interest expense
|
|
$
|
(339
|
)
|
|
Interest expense
|
|
$
|
—
|
|
Interest rate caps
|
|
Net (loss)/income from discontinued operations
|
|
(408
|
)
|
|
|
|
—
|
|
||
Total
|
|
|
|
$
|
(747
|
)
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||
For the year ended December 31, 2015:
|
|
|
|
|
|
|
|
|
||||
Interest Rate Cap
|
|
Interest expense
|
|
$
|
(1
|
)
|
|
Interest expense
|
|
$
|
—
|
|
Interest rate caps
|
|
Net (loss)/income from discontinued operations
|
|
(2
|
)
|
|
|
|
—
|
|
||
|
|
|
|
$
|
(3
|
)
|
|
|
|
$
|
—
|
|
77
|
Overseas Shipholding Group, Inc.
|
|
78
|
Overseas Shipholding Group, Inc.
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Accounts payable
|
|
$
|
3,825
|
|
|
$
|
3,336
|
|
Payroll and benefits
|
|
9,194
|
|
|
24,683
|
|
||
Interest
|
|
4,129
|
|
|
5,456
|
|
||
Insurance
|
|
1,096
|
|
|
702
|
|
||
Accrued drydock and repair costs
|
|
151
|
|
|
62
|
|
||
Bunkers and lubricants
|
|
2,341
|
|
|
1,317
|
|
||
Charter revenues received in advance
|
|
5,217
|
|
|
9,579
|
|
||
Accrued vessel expenses
|
|
2,311
|
|
|
1,575
|
|
||
Accrued general and administrative, primarily professional fees
|
|
1,011
|
|
|
3,290
|
|
||
Bankruptcy claims accrual
|
|
—
|
|
|
5,000
|
|
||
Accrued deferred payment obligation for chartered in vessels
|
|
1,944
|
|
|
1,944
|
|
||
Other
|
|
3,001
|
|
|
278
|
|
||
|
|
$
|
34,220
|
|
|
$
|
57,222
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current
|
|
$
|
(1,420
|
)
|
|
$
|
(2,296
|
)
|
|
$
|
31,468
|
|
Deferred
|
|
59,047
|
|
|
67,394
|
|
|
69,564
|
|
|||
Total
|
|
$
|
57,627
|
|
|
$
|
65,098
|
|
|
$
|
101,032
|
|
79
|
Overseas Shipholding Group, Inc.
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Deferred tax liabilities:
|
|
|
|
|
|
|
||
Vessels and other property
|
|
$
|
133,347
|
|
|
$
|
227,846
|
|
Prepaid expenditures
|
|
7,236
|
|
|
13,553
|
|
||
Other—net
|
|
6
|
|
|
885
|
|
||
Total deferred tax liabilities
|
|
140,589
|
|
|
242,284
|
|
||
Deferred tax assets:
|
|
|
|
|
||||
Loss carryforwards
|
|
53,006
|
|
|
88,370
|
|
||
Employee compensation and benefit plans
|
|
5,507
|
|
|
12,232
|
|
||
Financing and professional fees
|
|
268
|
|
|
977
|
|
||
Accrued expenses and other
|
|
5,762
|
|
|
5,873
|
|
||
Total deferred tax assets
|
|
64,543
|
|
|
107,452
|
|
||
Valuation allowance
|
|
7,625
|
|
|
6,625
|
|
||
Net deferred tax assets
|
|
56,918
|
|
|
100,827
|
|
||
Net deferred tax liabilities
|
|
$
|
83,671
|
|
|
$
|
141,457
|
|
80
|
Overseas Shipholding Group, Inc.
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance of unrecognized tax benefits as of January 1,
|
|
$
|
36,671
|
|
|
$
|
36,535
|
|
|
$
|
215,328
|
|
Increases for positions taken in prior years
|
|
569
|
|
|
136
|
|
|
358
|
|
|||
Decreases for positions taken in prior years
|
|
|
|
|
|
(179,151
|
)
|
|||||
Balance of unrecognized tax benefits as of December 31,
|
|
$
|
37,240
|
|
|
$
|
36,671
|
|
|
$
|
36,535
|
|
81
|
Overseas Shipholding Group, Inc.
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Receivable from INSW
|
|
$
|
372
|
|
|
$
|
683
|
|
82
|
Overseas Shipholding Group, Inc.
|
83
|
Overseas Shipholding Group, Inc.
|
|
84
|
Overseas Shipholding Group, Inc.
|
|
85
|
Overseas Shipholding Group, Inc.
|
|
86
|
Overseas Shipholding Group, Inc.
|
|
87
|
Overseas Shipholding Group, Inc.
|
|
Activity for the three years ended December 31, 2017
|
|
Class A common
shares
|
|
Nonvested Shares Outstanding at December 31, 2014
|
|
90,163
|
|
Granted
(1)
|
|
871,439
|
|
Vested ($3.00 to $3.65 per share)
(1)
|
|
(160,835
|
)
|
Forfeited
(1)
|
|
(4,342
|
)
|
Performance awards
(2)
|
|
11,564
|
|
Nonvested Shares Outstanding at December 31, 2015
|
|
807,989
|
|
Granted
(1)
|
|
614,523
|
|
Vested ($2.87 to $21.90 per share)
(1)
|
|
(1,025,212
|
)
|
Forfeited
|
|
(88,228
|
)
|
INSW Spin off modification
|
|
430,841
|
|
Cancellations related to INSW Spin-off
|
|
(177,635
|
)
|
Nonvested Shares Outstanding at December 31, 2016
|
|
562,278
|
|
Granted
|
|
586,194
|
|
Vested ($2.28 to $4.04 per share)
|
|
(323,086
|
)
|
Forfeited ($2.48 to $2.97 per share)
|
|
(164,387
|
)
|
Nonvested Shares Outstanding at December 31, 2017
|
|
660,999
|
|
(1)
|
Share information has been recast to reflect the 2016 reverse stock split and 2015 stock dividend.
|
(2)
|
Represents additional shares resulting from an increase in performance awards vesting on December 31, 2016 and 2015 based on the actual achievement of performance goals.
|
88
|
Overseas Shipholding Group, Inc.
|
|
Activity for the three years ended December 31, 2017
|
|
Class A common
shares
|
|
Options Outstanding at December 31, 2014
|
|
86,229
|
|
Granted
(1)
|
|
182,310
|
|
Exercised
|
|
—
|
|
Options Outstanding at December 31, 2015
|
|
268,539
|
|
Granted
(1)
|
|
528,304
|
|
Forfeited
|
|
(2,674
|
)
|
Expired
|
|
(55,971
|
)
|
Exercised
|
|
—
|
|
INSW Spin off modification
|
|
581,332
|
|
Cancellations related to INSW Spin-off
|
|
(205,427
|
)
|
Options Outstanding at December 31, 2016
|
|
1,114,103
|
|
Granted
|
|
135,804
|
|
Forfeited ($2.84 per share)
|
|
(140,345
|
)
|
Expired ($3.35 to $4.00 per share)
|
|
(737,669
|
)
|
Exercised
|
|
—
|
|
Options Outstanding at December 31, 2017
|
|
371,893
|
|
Options Exercisable at December 31, 2017
|
|
99,272
|
|
(1)
|
Share information has been recast to reflect the 2016 reverse stock split and 2015 stock dividend.
|
|
|
Years Ended December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Unrealized losses on derivative instruments
|
|
$
|
(112
|
)
|
|
$
|
(1,019
|
)
|
Items not yet recognized as a component of net periodic benefit cost (pension and other postretirement benefit plans)
|
|
(6,350
|
)
|
|
(7,141
|
)
|
||
|
|
$
|
(6,462
|
)
|
|
$
|
(8,160
|
)
|
89
|
Overseas Shipholding Group, Inc.
|
|
|
|
Unrealized losses
on cash flow
hedges
|
|
Items not yet
recognized as a
component of net
periodic benefit cost
(pension and other
postretirement
plans)
|
|
Total
|
||||||
Balance as of December 31, 2016
|
|
$
|
(1,019
|
)
|
|
$
|
(7,141
|
)
|
|
$
|
(8,160
|
)
|
Current period change, excluding amounts reclassified from accumulated other comprehensive loss
|
|
—
|
|
|
438
|
|
|
438
|
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
|
907
|
|
|
353
|
|
|
1,260
|
|
|||
Total change in accumulated other comprehensive loss
|
|
907
|
|
|
791
|
|
|
1,698
|
|
|||
Balance as of December 31, 2017
|
|
$
|
(112
|
)
|
|
$
|
(6,350
|
)
|
|
$
|
(6,462
|
)
|
|
|
|
|
|
|
|
||||||
Balance as of December 31, 2015
|
|
$
|
(54,620
|
)
|
|
$
|
(18,841
|
)
|
|
$
|
(73,461
|
)
|
Current period change, excluding amounts reclassified from accumulated other comprehensive loss
|
|
(5,982
|
)
|
|
(4,055
|
)
|
|
(10,037
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
|
16,293
|
|
|
700
|
|
|
16,993
|
|
|||
Distribution of International Seaways, Inc.
|
|
43,290
|
|
|
15,055
|
|
|
58,345
|
|
|||
Total change in accumulated other comprehensive loss
|
|
53,601
|
|
|
11,700
|
|
|
65,301
|
|
|||
Balance as of December 31, 2016
|
|
$
|
(1,019
|
)
|
|
$
|
(7,141
|
)
|
|
$
|
(8,160
|
)
|
|
|
|
|
|
|
|
||||||
Balance as of December 31, 2014
|
|
$
|
(61,547
|
)
|
|
$
|
(21,833
|
)
|
|
$
|
(83,380
|
)
|
Current period change, excluding amounts reclassified from accumulated other comprehensive loss
|
|
(11,177
|
)
|
|
2,581
|
|
|
(8,596
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
|
18,104
|
|
|
411
|
|
|
18,515
|
|
|||
Total change in accumulated other comprehensive loss
|
|
6,927
|
|
|
2,992
|
|
|
9,919
|
|
|||
Balance as of December 31, 2015
|
|
$
|
(54,620
|
)
|
|
$
|
(18,841
|
)
|
|
$
|
(73,461
|
)
|
90
|
Overseas Shipholding Group, Inc.
|
|
|
Years Ended December 31,
|
|
|
||||||||||
Accumulated Other Comprehensive Loss Component
|
2017
|
|
2016
|
|
2015
|
|
Statement of Operations
Line Item
|
||||||
Unrealized losses on cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|||
Interest rate swaps entered into by the Company's equity method joint venture investees
|
—
|
|
|
(15,664
|
)
|
|
(18,101
|
)
|
|
Net (loss)/income from discontinued operations
|
|||
|
|
|
|
|
|
|
|
||||||
Interest rate caps entered into by the Company's subsidiaries
|
(1,421
|
)
|
|
(339
|
)
|
|
(1
|
)
|
|
Interest expense
|
|||
|
|
|
|
|
|
|
|
||||||
Interest rate caps entered into by the Company's subsidiaries
|
—
|
|
|
(408
|
)
|
|
(2
|
)
|
|
Net (loss)/income from discontinued operations
|
|||
|
|
|
|
|
|
|
|
||||||
Items not yet recognized as a component of net periodic benefit cost (pension and other postretirement plans):
|
|
|
|
|
|
|
|
||||||
Net periodic benefit costs associated with pension and postretirement benefit plans for shore-based employees
|
(666
|
)
|
|
(645
|
)
|
|
(232
|
)
|
|
General and administrative expenses
|
|||
|
|
|
|
|
|
|
|
||||||
Net periodic benefit costs associated with pension and postretirement benefit plans for shore-based employees
|
—
|
|
|
(365
|
)
|
|
(482
|
)
|
|
Net (loss)/income from discontinued operations
|
|||
|
|
|
|
|
|
|
|
||||||
Net periodic benefit costs associated with pension and postretirement benefit plans for seagoing employees
|
150
|
|
|
131
|
|
|
80
|
|
|
Vessel expenses
|
|||
|
(1,937
|
)
|
|
(17,290
|
)
|
|
(18,738
|
)
|
|
Total before tax
|
|||
|
677
|
|
|
297
|
|
|
223
|
|
|
Tax provision
|
|||
|
$
|
(1,260
|
)
|
|
$
|
(16,993
|
)
|
|
$
|
(18,515
|
)
|
|
Total net of tax
|
91
|
Overseas Shipholding Group, Inc.
|
|
|
|
Unrealized
(losses)/gains on cash
flow hedges
|
|
Items not yet recognized
as a component of net
periodic benefit cost
|
||||
For the year ended December 31, 2017:
|
|
|
|
|
|
|
||
Current period change excluding amounts reclassified from accumulated other comprehensive loss
|
|
$
|
—
|
|
|
$
|
(203
|
)
|
Amounts reclassified from accumulated other comprehensive loss
|
|
(513
|
)
|
|
(164
|
)
|
||
Total change in accumulated other comprehensive loss
|
|
$
|
(513
|
)
|
|
$
|
(367
|
)
|
|
|
|
|
|
||||
For the year ended December 31, 2016:
|
|
|
|
|
||||
Current period change excluding amounts reclassified from accumulated other comprehensive loss
|
|
$
|
30
|
|
|
$
|
(388
|
)
|
Amounts reclassified from accumulated other comprehensive loss
|
|
(118
|
)
|
|
(179
|
)
|
||
Total change in accumulated other comprehensive loss
|
|
$
|
(88
|
)
|
|
$
|
(567
|
)
|
|
|
|
|
|
||||
For the year ended December 31, 2015:
|
|
|
|
|
||||
Current period change excluding amounts reclassified from accumulated other comprehensive loss
|
|
$
|
553
|
|
|
$
|
(353
|
)
|
Amounts reclassified from accumulated other comprehensive loss
|
|
—
|
|
|
(223
|
)
|
||
Total change in accumulated other comprehensive loss
|
|
$
|
553
|
|
|
$
|
(576
|
)
|
At December 31,
|
|
Amount
|
|
Operating Days
|
||
2018
|
|
$
|
91,457
|
|
|
3,650
|
2019
|
|
111,819
|
|
|
3,470
|
|
2020
|
|
9,168
|
|
|
366
|
|
2021
|
|
9,143
|
|
|
365
|
|
2022
|
|
9,143
|
|
|
365
|
|
Thereafter
|
|
22,846
|
|
|
912
|
|
Net minimum lease payments
|
|
$
|
253,576
|
|
|
9,128
|
92
|
Overseas Shipholding Group, Inc.
|
|
At December 31,
|
|
Amount
|
|
Revenue
Days |
||
2018
|
|
$
|
177,283
|
|
|
3,002
|
2019
|
|
94,961
|
|
|
1,449
|
|
2020
|
|
43,570
|
|
|
530
|
|
2021
|
|
26,219
|
|
|
319
|
|
2022
|
|
30,675
|
|
|
365
|
|
Thereafter
|
|
77,464
|
|
|
886
|
|
Net minimum lease receipts
|
|
$
|
450,172
|
|
|
6,551
|
At December 31,
|
|
Amount
|
||
2018
|
|
$
|
627
|
|
2019
|
|
658
|
|
|
2020
|
|
635
|
|
|
2021
|
|
631
|
|
|
2022
|
|
649
|
|
|
Thereafter
|
|
573
|
|
|
Net minimum lease payments
|
|
$
|
3,773
|
|
93
|
Overseas Shipholding Group, Inc.
|
|
|
|
|
Pension Protection Act
Zone Status
|
|
|
|
Contributions made
by the Company
|
||||||||||||
Pension Plan
|
|
EIN / Pension
Plan Number
|
|
2017
|
|
2016
|
|
Rehabilitation
Plan Status
|
|
2017
|
|
2016
|
|
2015
|
||||||
AMO Pension Plan
|
|
13-1936709
|
|
Yellow
(1)
|
|
Yellow
(1)
|
|
Implemented
|
|
$
|
984
|
|
|
$
|
1,015
|
|
|
$
|
1,001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
MEBA Pension Plan
|
|
51-6029896
|
|
Green
(1)
|
|
Green
(1)
|
|
None
|
|
1,411
|
|
|
1,406
|
|
|
1,286
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Seafarers Pension Plan
|
|
13-6100329
|
|
Green
(1)
|
|
Green
(1)
|
|
None
|
|
400
|
|
|
434
|
|
|
427
|
|
|||
|
|
|
|
|
|
|
|
Total contributions
|
|
$
|
2,795
|
|
|
$
|
2,855
|
|
|
$
|
2,714
|
|
(1)
|
A "Yellow" Zone Status plan is a plan that has a funding ratio between 65% and 80%. A "Green" Zone Status plan is a plan that is 80% funded or more.
|
94
|
Overseas Shipholding Group, Inc.
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
At December 31,
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
|
$
|
47,468
|
|
|
$
|
49,622
|
|
|
$
|
4,094
|
|
|
$
|
4,623
|
|
Cost of benefits earned (service cost)
|
|
—
|
|
|
—
|
|
|
113
|
|
|
138
|
|
||||
Interest cost on benefit obligation
|
|
1,830
|
|
|
1,893
|
|
|
165
|
|
|
189
|
|
||||
Curtailment gain
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(451
|
)
|
||||
Actuarial (gains)/losses
|
|
1,788
|
|
|
(1,520
|
)
|
|
389
|
|
|
(192
|
)
|
||||
Benefits paid
|
|
(2,586
|
)
|
|
(2,527
|
)
|
|
(213
|
)
|
|
(213
|
)
|
||||
Benefit obligation at year end
|
|
48,500
|
|
|
47,468
|
|
|
4,548
|
|
|
4,094
|
|
||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
|
32,013
|
|
|
33,127
|
|
|
—
|
|
|
—
|
|
||||
Actual return on plan assets
|
|
5,082
|
|
|
1,413
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
|
1,082
|
|
|
—
|
|
|
213
|
|
|
213
|
|
||||
Benefits paid
|
|
(2,586
|
)
|
|
(2,527
|
)
|
|
(213
|
)
|
|
(213
|
)
|
||||
Fair value of plan assets at year end
|
|
35,591
|
|
|
32,013
|
|
|
—
|
|
|
—
|
|
||||
Unfunded status at December 31
|
|
$
|
(12,909
|
)
|
|
$
|
(15,455
|
)
|
|
$
|
(4,548
|
)
|
|
$
|
(4,094
|
)
|
95
|
Overseas Shipholding Group, Inc.
|
|
At December 31,
|
|
2017
|
|
2016
|
||||
Projected benefit obligation
|
|
$
|
48,500
|
|
|
$
|
47,468
|
|
Accumulated benefit obligation
|
|
48,500
|
|
|
47,468
|
|
||
Fair value of plan assets
|
|
35,591
|
|
|
32,013
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
For the year ended December 31,
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Components of expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of benefits earned
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
113
|
|
|
$
|
138
|
|
|
$
|
137
|
|
Interest cost on benefit obligation
|
|
1,830
|
|
|
1,893
|
|
|
1,928
|
|
|
165
|
|
|
189
|
|
|
191
|
|
||||||
Expected return on plan assets
|
|
(2,258
|
)
|
|
(2,309
|
)
|
|
(2,412
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior-service costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(229
|
)
|
|
(271
|
)
|
|
(316
|
)
|
||||||
Recognized net actuarial loss
|
|
688
|
|
|
688
|
|
|
792
|
|
|
56
|
|
|
97
|
|
|
157
|
|
||||||
Curtailment
|
|
—
|
|
|
97
|
|
|
157
|
|
|
—
|
|
|
(149
|
)
|
|
—
|
|
||||||
Net periodic benefit cost
|
|
$
|
260
|
|
|
$
|
369
|
|
|
$
|
465
|
|
|
$
|
105
|
|
|
$
|
4
|
|
|
$
|
169
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||
At December 31,
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Discount rate
|
|
3.55
|
%
|
|
3.95
|
%
|
|
3.70
|
%
|
|
4.15
|
%
|
Rate of future compensation increases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||
For the year ended December 31,
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||
Discount rate
|
|
3.95
|
%
|
|
4.00
|
%
|
|
3.75
|
%
|
|
4.15
|
%
|
|
4.25
|
%
|
|
4.00
|
%
|
Expected (long-term) return on plan assets
|
|
7.25
|
%
|
|
7.25
|
%
|
|
7.00
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
Rate of future compensation increases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1% increase
|
|
1% decrease
|
||||
Effect on total of service and interest cost components in 2017
|
|
$
|
50
|
|
|
$
|
(37
|
)
|
Effect on postretirement benefit obligation as of December 31, 2017
|
|
$
|
637
|
|
|
$
|
(444
|
)
|
96
|
Overseas Shipholding Group, Inc.
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||
2018
|
|
$
|
2,753
|
|
|
$
|
215
|
|
2019
|
|
2,848
|
|
|
192
|
|
||
2020
|
|
2,999
|
|
|
194
|
|
||
2021
|
|
3,010
|
|
|
198
|
|
||
2022
|
|
3,040
|
|
|
200
|
|
||
Years 2023-2027
|
|
15,817
|
|
|
1,074
|
|
||
Total
|
|
$
|
30,467
|
|
|
$
|
2,073
|
|
Description
|
|
Fair Value
|
|
Level 1
|
||||
Cash and cash equivalents
|
|
$
|
655
|
|
|
$
|
655
|
|
Equity securities:
|
|
|
|
|
||||
Large cap exchange traded fund
|
|
14,396
|
|
|
14,396
|
|
||
Small company - mid value
|
|
2,165
|
|
|
2,165
|
|
||
Small company - mid growth
|
|
2,284
|
|
|
2,284
|
|
||
International value
|
|
2,726
|
|
|
2,726
|
|
||
International growth
|
|
2,799
|
|
|
2,799
|
|
||
Fixed income and preferred stock:
|
|
|
|
|
||||
Intermediate term bond fund
|
|
10,553
|
|
|
10,553
|
|
||
Small company - mid value - preferred stock
|
|
13
|
|
|
13
|
|
||
Total
|
|
$
|
35,591
|
|
|
$
|
35,591
|
|
97
|
Overseas Shipholding Group, Inc.
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Investment income:
|
|
|
|
|
|
|
|
|
|
|||
Interest
|
|
$
|
1,183
|
|
|
$
|
534
|
|
|
$
|
219
|
|
Gain on sale of investments
|
|
—
|
|
|
46
|
|
|
53
|
|
|||
|
|
1,183
|
|
|
580
|
|
|
272
|
|
|||
Loss on repurchase of debt
|
|
(3,237
|
)
|
|
(2,988
|
)
|
|
(26,516
|
)
|
|||
OSG LNG performance guarantee fees
|
|
135
|
|
|
—
|
|
|
—
|
|
|||
Miscellaneous—net
|
|
38
|
|
|
17
|
|
|
5
|
|
|||
|
|
$
|
(1,881
|
)
|
|
$
|
(2,391
|
)
|
|
$
|
(26,239
|
)
|
|
|
Termination
Benefits
|
|
Share Based
Payment
Expense
|
|
Total
Severance
Charges
|
||||||
Terminations as a result of spin-off and related restructuring
|
|
$
|
8,218
|
|
|
$
|
4,778
|
|
|
$
|
12,996
|
|
Balance at December 31, 2015
|
|
$
|
—
|
|
Provision
|
|
8,218
|
|
|
Utilized
|
|
(524
|
)
|
|
Balance at December 31, 2016
|
|
7,694
|
|
|
Utilized
|
|
(6,440
|
)
|
|
Balance at December 31, 2017
|
|
$
|
1,254
|
|
98
|
Overseas Shipholding Group, Inc.
|
|
99
|
Overseas Shipholding Group, Inc.
|
|
Selected Financial Data for the Quarter Ended
|
|
March 31,
|
|
June 30,
|
|
Sept. 30,
|
|
Dec. 31,
|
||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shipping revenues
|
|
$
|
108,116
|
|
|
$
|
96,225
|
|
|
$
|
93,270
|
|
|
$
|
92,815
|
|
Loss on disposal of vessels and other property, including impairments
(1)
|
|
—
|
|
|
—
|
|
|
7,353
|
|
|
5,847
|
|
||||
Income from vessel operations
|
|
19,258
|
|
|
14,220
|
|
|
434
|
|
|
164
|
|
||||
Interest expense
|
|
(9,357
|
)
|
|
(9,445
|
)
|
|
(9,474
|
)
|
|
(9,125
|
)
|
||||
Reorganization items, net
|
|
(235
|
)
|
|
(9
|
)
|
|
46
|
|
|
8
|
|
||||
(Provision)/benefit for taxes from continuing operations
(2)
|
|
(3,569
|
)
|
|
(1,593
|
)
|
|
3,110
|
|
|
59,679
|
|
||||
Net income/(loss)
|
|
5,429
|
|
|
3,211
|
|
|
(6,307
|
)
|
|
53,645
|
|
||||
Basic and Diluted net income/(loss) per share - Class A
|
|
$
|
0.06
|
|
|
$
|
0.04
|
|
|
$
|
(0.07
|
)
|
|
$
|
0.61
|
|
(1)
|
As discussed in Note 6, “Vessels, Other Property and Deferred Drydock,” the Company recognized a loss on the sale of an ATB. In addition, as discussed in Note 10, "Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures," the Company recorded an impairment charge to write down the carrying values of five ATBs to their estimated fair values as of December 31, 2017.
|
(2)
|
As discussed in Note 12, “Taxes,” the Company has recognized a one-time non-cash tax benefit of approximately
$54,300
in the fourth quarter of the fiscal year ended December 31, 2017. This tax benefit is based on the Company’s assessment of the impact of the TCJA, which reduced the federal corporate income tax rate from 35.0% to 21.0%.
|
100
|
Overseas Shipholding Group, Inc.
|
|
Selected Financial Data for the Quarter Ended
|
|
March 31,
|
|
June 30,
|
|
Sept. 30,
|
|
Dec. 31,
|
||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shipping revenues
(2)
|
|
$
|
115,080
|
|
|
$
|
118,384
|
|
|
$
|
114,180
|
|
|
$
|
114,776
|
|
Loss on disposal of vessels and other property, including impairments
(1) (2)
|
|
(14
|
)
|
|
(113
|
)
|
|
(97,782
|
)
|
|
(6,623
|
)
|
||||
Income/(loss) from vessel operations
(2)
|
|
17,401
|
|
|
23,035
|
|
|
(83,439
|
)
|
|
7,821
|
|
||||
Interest expense
(2)
|
|
(11,917
|
)
|
|
(10,862
|
)
|
|
(10,607
|
)
|
|
(9,765
|
)
|
||||
Reorganization items, net
(2)
|
|
17,910
|
|
|
(860
|
)
|
|
(5,732
|
)
|
|
(393
|
)
|
||||
(Provision)/benefit for taxes from continuing operations
(1)
|
|
(33,235
|
)
|
|
(15,075
|
)
|
|
49,755
|
|
|
63,653
|
|
||||
Income/(loss) from continuing operations
|
|
(8,698
|
)
|
|
(4,184
|
)
|
|
(52,855
|
)
|
|
64,678
|
|
||||
Income/(loss) from discontinued operations
(3)
|
|
59,437
|
|
|
34,045
|
|
|
(45,884
|
)
|
|
(340,153
|
)
|
||||
Net income
|
|
50,739
|
|
|
29,861
|
|
|
(98,739
|
)
|
|
(275,475
|
)
|
||||
Basic and Diluted net income/(loss) per share - Class A from continuing operations
|
|
$
|
(0.09
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.59
|
)
|
|
$
|
0.74
|
|
Basic and Diluted net income/(loss) per share - Class A from discontinued operations
|
|
$
|
0.62
|
|
|
$
|
0.35
|
|
|
$
|
(0.51
|
)
|
|
$
|
(3.89
|
)
|
Basic and Diluted net income/(loss) per share - Class B from continuing operations
|
|
$
|
(0.09
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Basic and Diluted net income/(loss) per share - Class B from discontinued operations
|
|
$
|
0.64
|
|
|
$
|
2.19
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
As discussed in Note 10, “Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures,” the Company recorded impairment charges to write down the carrying values of the seven ATBs to their estimated fair values as of September 30, 2016 and December 31, 2016, respectively, using estimates of discounted future cash flows for each of the vessels (income approach) since the secondhand sale and purchase market for the type of U.S. Flag vessels owned by OSG is not considered to be robust.
|
(2)
|
Data has been adjusted from amounts previously reported in Form 10-Q to reflect discontinued operations as discussed in Note 1.
|
(3)
|
As discussed in Note 5, “Discontinued Operations,” the Company recorded an impairment charge of
$332,562
to write down the carrying values of the INSW disposal group to its fair value, calculated on a held for sale basis, on November 30, 2016.
|
101
|
Overseas Shipholding Group, Inc.
|
|
102
|
Overseas Shipholding Group, Inc.
|
|
103
|
Overseas Shipholding Group, Inc.
|
|
104
|
Overseas Shipholding Group, Inc.
|
|
105
|
Overseas Shipholding Group, Inc.
|
|
106
|
Overseas Shipholding Group, Inc.
|
|
(a)
|
Evaluation of disclosure controls and procedures
|
(b)
|
Management’s report on internal control over financial reporting
|
(c)
|
Changes in Internal Control over Financial Reporting
|
107
|
Overseas Shipholding Group, Inc.
|
Name
|
|
Age
|
|
Position Held
|
|
Date Assumed Executive Officer Position
|
Samuel H. Norton
|
|
59
|
|
President and CEO
|
|
December 2016
|
Richard Trueblood
|
|
72
|
|
Vice President and Chief Financial Officer
|
|
July 2017
|
Susan Allan
|
|
55
|
|
Vice President, Secretary and General Counsel
|
|
November 2016
|
Patrick O’Halloran
|
|
48
|
|
Vice President and Chief Operations Officer
|
|
December 2016
|
Damon Mote
|
|
50
|
|
Vice President and Chief Administrative Officer
|
|
December 2016
|
108
|
Overseas Shipholding Group, Inc.
|
109
|
Overseas Shipholding Group, Inc.
|
|
110
|
Overseas Shipholding Group, Inc.
|
|
|
|
4.7
|
|
|
|
4.8
|
|
|
|
4.9
|
|
|
|
4.1
|
|
|
|
4.11
|
|
|
|
4.12
|
|
|
|
4.13
|
|
|
|
4.14
|
|
|
|
4.15
|
|
|
|
10.1
|
|
|
|
10.2
|
|
|
|
10.3
|
|
|
|
111
|
Overseas Shipholding Group, Inc.
|
|
10.4
|
|
|
|
*10.5
|
|
|
|
*10.6
|
|
|
|
10.7
|
|
|
|
*10.8
|
|
|
|
*10.9
|
|
|
|
*10.10
|
|
|
|
*10.11
|
|
|
|
*10.12
|
|
|
|
*10.13
|
|
|
|
*10.14
|
|
|
|
*10.15
|
|
|
|
*10.16
|
|
|
|
*10.17
|
|
|
|
*10.18
|
|
|
|
112
|
Overseas Shipholding Group, Inc.
|
|
*10.19
|
|
|
|
*10.20
|
|
|
|
*10.21
|
|
|
|
*10.22
|
|
|
|
*10.23
|
|
|
|
*10.24
|
|
|
|
*10.25
|
|
|
|
*10.26
|
|
|
|
*10.27
|
|
|
|
*10.28
|
|
|
|
*10.29
|
|
|
|
*10.30
|
|
|
|
*10.31
|
|
|
|
*10.32
|
|
|
|
113
|
Overseas Shipholding Group, Inc.
|
|
*10.33
|
|
|
|
*10.34
|
|
|
|
*10.35
|
|
|
|
*10.36
|
|
|
|
*10.37
|
|
|
|
*10.38
|
|
|
|
*10.39
|
|
|
|
*10.40
|
|
|
|
*10.41
|
|
|
|
*10.42
|
|
|
|
*10.43
|
|
|
|
*10.44
|
|
|
|
*10.45
|
|
|
|
*10.46
|
|
|
|
*10.47
|
114
|
Overseas Shipholding Group, Inc.
|
|
|
|
*10.48
|
|
|
|
10.49
|
|
|
|
10.50
|
|
|
|
*10.51
|
|
|
|
*10.52
|
|
|
|
*10.53
|
|
|
|
*10.54
|
|
|
|
*10.55
|
|
|
|
*10.56**
|
|
|
|
*10.57
|
|
|
|
*10.58
|
|
|
|
*10.59**
|
|
|
|
*10.60**
|
|
|
|
*10.61**
|
|
|
|
*10.62**
|
|
|
|
*10.63**
|
|
|
|
115
|
Overseas Shipholding Group, Inc.
|
|
*10.64**
|
|
|
|
*10.65**
|
|
|
|
21**
|
|
|
|
23.1**
|
|
|
|
23.2**
|
|
|
|
31.1**
|
|
|
|
31.2**
|
|
|
|
32**
|
|
|
|
101.INS
|
XBRL Instance Document.
|
|
|
101.SCH
|
XBRL Taxonomy Schema.
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase.
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase.
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase.
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase.
|
|
|
|
(1)
|
The Exhibits marked with one asterisk (*) are a management contract or a compensatory plan or arrangement required to be filed as an exhibit.
|
|
|
|
|
(2)
|
The Exhibits which have not previously been filed or listed are marked with two asterisks (**).
|
116
|
Overseas Shipholding Group, Inc.
|
|
|
OVERSEAS SHIPHOLDING GROUP, INC.
|
|
|
By:
|
/s/ RICHARD TRUEBLOOD
|
|
|
Richard Trueblood
|
|
|
Vice President
|
|
|
and Chief Financial Officer
|
117
|
Overseas Shipholding Group, Inc.
|
|
Name
|
|
Date
|
|
|
|
/s/ SAMUEL H. NORTON
|
|
March 9, 2018
|
Samuel H. Norton, Principal
|
|
|
Executive Officer and Director
|
|
|
|
|
|
/s/ DOUGLAS D. WHEAT
|
|
March 9, 2018
|
Douglas D. Wheat, Director
|
|
|
|
|
|
/s/ TIMOTHY BERNLOHR
|
|
March 9, 2018
|
Timothy Bernlohr, Director
|
|
|
|
|
|
/s/ JOSEPH I. KRONSBERG
|
|
March 9, 2018
|
Joseph I. Kronsberg, Director
|
|
|
|
|
|
/s/ RONALD STEGER
|
|
March 9, 2018
|
Ronald Steger, Director
|
|
|
|
|
|
/s/ ANJA L. MANUEL
|
|
March 9, 2018
|
Anja L. Manuel, Director
|
|
|
|
|
|
/s/ GARY EUGENE TAYLOR
|
|
March 9, 2018
|
Gary Eugene Taylor, Director
|
|
|
|
|
|
/s/ TY E. WALLACH
|
|
March 9, 2018
|
Ty E. Wallach, Director
|
|
|
|
|
|
118
|
Overseas Shipholding Group, Inc.
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
ASSETS
|
|
|
|
|
|
|
||
Current Assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
40,838
|
|
|
$
|
74,383
|
|
Restricted cash
|
|
58
|
|
|
7,272
|
|
||
Income taxes recoverable
|
|
113
|
|
|
199
|
|
||
Receivable from INSW
|
|
65
|
|
|
—
|
|
||
Prepaid expenses and other current assets
|
|
582
|
|
|
966
|
|
||
Total Current Assets
|
|
41,656
|
|
|
82,820
|
|
||
Restricted cash
|
|
217
|
|
|
8,572
|
|
||
Investments in subsidiaries
|
|
358,064
|
|
|
398,586
|
|
||
Intercompany receivables
|
|
3,279
|
|
|
809
|
|
||
Other assets
|
|
1
|
|
|
146
|
|
||
Receivable from INSW
|
|
—
|
|
|
47
|
|
||
Total Assets
|
|
$
|
403,217
|
|
|
$
|
490,980
|
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
||
Current Liabilities:
|
|
|
|
|
|
|
||
Accounts payable, accrued expenses and other current liabilities
|
|
$
|
2,013
|
|
|
$
|
10,324
|
|
Income taxes payable
|
|
131
|
|
|
163
|
|
||
Total Current Liabilities
|
|
2,144
|
|
|
10,487
|
|
||
Reserve for uncertain tax positions
|
|
3,205
|
|
|
3,129
|
|
||
Long-term debt
|
|
685
|
|
|
80,896
|
|
||
Deferred income taxes
|
|
83,671
|
|
|
141,457
|
|
||
Intercompany payables
|
|
274
|
|
|
679
|
|
||
Total Liabilities
|
|
89,979
|
|
|
236,648
|
|
||
|
|
|
|
|
||||
Equity:
|
|
|
|
|
|
|
||
Common stock - Class A ($0.01 par value; 166,666,666 shares authorized; 78,277,669 and 70,271,172 shares issued and outstanding)
|
|
783
|
|
|
702
|
|
||
Paid-in additional capital
|
|
584,675
|
|
|
583,526
|
|
||
Accumulated deficit
|
|
(265,758
|
)
|
|
(321,736
|
)
|
||
|
|
319,700
|
|
|
262,492
|
|
||
Accumulated other comprehensive loss
|
|
(6,462
|
)
|
|
(8,160
|
)
|
||
Total Equity
|
|
313,238
|
|
|
254,332
|
|
||
Total Liabilities and Equity
|
|
$
|
403,217
|
|
|
$
|
490,980
|
|
119
|
Overseas Shipholding Group, Inc.
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|||
General and administrative
|
|
$
|
(134
|
)
|
|
$
|
698
|
|
|
$
|
935
|
|
Total operating expenses
|
|
(134
|
)
|
|
698
|
|
|
935
|
|
|||
Equity in income/(loss) from subsidiaries
|
|
6,575
|
|
|
(63,698
|
)
|
|
47,534
|
|
|||
Operating income/(loss) from continuing operations
|
|
6,709
|
|
|
(64,396
|
)
|
|
46,599
|
|
|||
Other expense
|
|
(2,504
|
)
|
|
(2,363
|
)
|
|
(26,511
|
)
|
|||
|
|
|
|
|
|
|
|
|||||
Income/(loss) from continuing operations before interest expense, reorganization items, net and income taxes
|
|
4,205
|
|
|
(66,759
|
)
|
|
20,088
|
|
|||
Interest expense
|
|
(5,664
|
)
|
|
(10,323
|
)
|
|
(32,669
|
)
|
|||
Loss from continuing operations before reorganization items, net and income taxes
|
|
(1,459
|
)
|
|
(77,082
|
)
|
|
(12,581
|
)
|
|||
Reorganization items, net
|
|
(190
|
)
|
|
10,925
|
|
|
(7,888
|
)
|
|||
Loss from continuing operations before income taxes
|
|
(1,649
|
)
|
|
(66,157
|
)
|
|
(20,469
|
)
|
|||
Income tax benefit
|
|
57,627
|
|
|
65,098
|
|
|
101,034
|
|
|||
Net income/(loss) from continuing operations
|
|
55,978
|
|
|
(1,059
|
)
|
|
80,565
|
|
|||
Net (loss)/income for discontinued operations
|
|
—
|
|
|
(292,555
|
)
|
|
203,395
|
|
|||
Net income/(loss)
|
|
55,978
|
|
|
(293,614
|
)
|
|
283,960
|
|
|||
|
|
|
|
|
|
|
||||||
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|||
Change in unrealized losses on cash flow hedges
|
|
907
|
|
|
10,311
|
|
|
6,927
|
|
|||
Defined benefit pension and other postretirement benefit plans:
|
|
|
|
|
|
|
|
|
|
|||
Net change in unrecognized prior service cost
|
|
(157
|
)
|
|
(60
|
)
|
|
(211
|
)
|
|||
Net change in unrecognized actuarial losses
|
|
948
|
|
|
(3,295
|
)
|
|
3,203
|
|
|||
Other comprehensive income
|
|
1,698
|
|
|
6,956
|
|
|
9,919
|
|
|||
Comprehensive income/(loss)
|
|
$
|
57,676
|
|
|
$
|
(286,658
|
)
|
|
$
|
293,879
|
|
120
|
Overseas Shipholding Group, Inc.
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|||
Net cash (used in)/provided by operating activities
|
|
$
|
(13,787
|
)
|
|
$
|
202,989
|
|
|
$
|
162,118
|
|
|
|
|
|
|
|
|
||||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|||
Change in restricted cash
|
|
15,569
|
|
|
(5,261
|
)
|
|
42,502
|
|
|||
Contributions to subsidiaries
|
|
—
|
|
|
—
|
|
|
(1,633
|
)
|
|||
Distributions from subsidiaries
|
|
50,000
|
|
|
51,832
|
|
|
25,000
|
|
|||
Net cash provided by investing activities
|
|
65,569
|
|
|
46,571
|
|
|
65,869
|
|
|||
|
|
|
|
|
|
|
||||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|||
Payments on debt
|
|
—
|
|
|
(39,319
|
)
|
|
—
|
|
|||
Extinguishment of debt
|
|
(84,170
|
)
|
|
—
|
|
|
(326,051
|
)
|
|||
Repurchases of common stock and common stock warrants
|
|
—
|
|
|
(119,343
|
)
|
|
(3,633
|
)
|
|||
Cash dividends paid
|
|
—
|
|
|
(31,910
|
)
|
|
—
|
|
|||
Tax withholding on share-based awards
|
|
(1,157
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in financing activities
|
|
(85,327
|
)
|
|
(190,572
|
)
|
|
(329,684
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net (decrease)/increase in cash and cash equivalents
|
|
(33,545
|
)
|
|
58,988
|
|
|
(101,697
|
)
|
|||
Cash and cash equivalents at beginning of year
|
|
74,383
|
|
|
15,395
|
|
|
117,092
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
40,838
|
|
|
$
|
74,383
|
|
|
$
|
15,395
|
|
121
|
Overseas Shipholding Group, Inc.
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
8.125% notes due 2018, net of unamortized discount and deferred costs of $0 and $1,406
|
|
$
|
—
|
|
|
$
|
80,213
|
|
7.5% Election 2 notes due 2021, net of unamortized discount and deferred costs of $6 and $8
|
|
295
|
|
|
293
|
|
||
7.50% notes due 2024
|
|
390
|
|
|
390
|
|
||
|
|
$
|
685
|
|
|
$
|
80,896
|
|
122
|
Overseas Shipholding Group, Inc.
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
General and administrative expenses reimbursed to/(by) subsidiaries
|
|
|
|
|
|
|
|
|
|
|||
International Seaways, Inc. - Discontinued Operations
(1)
|
|
$
|
—
|
|
|
$
|
(7,838
|
)
|
|
$
|
(17,185
|
)
|
OSG Bulk Ships, Inc.
(1)
|
|
(6,715
|
)
|
|
(17,321
|
)
|
|
(11,617
|
)
|
|||
Net reduction in general and administrative expenses
|
|
$
|
(6,715
|
)
|
|
$
|
(25,159
|
)
|
|
$
|
(28,802
|
)
|
(1)
|
According to the "Shared Services and Cost Sharing Agreement" and the "Cost Sharing Agreement" signed by the Parent and its subsidiaries, effective August 5, 2014, certain overhead costs paid by the Parent on behalf of INSW and OBS are allocated to such subsidiaries.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Equity in income/(loss) of subsidiaries
|
|
|
|
|
|
|
|
|
|
|||
OSG Bulk Ships, Inc.
|
|
$
|
(6,576
|
)
|
|
$
|
(63,744
|
)
|
|
$
|
47,482
|
|
OSG Financial Corp.
|
|
1
|
|
|
46
|
|
|
52
|
|
|||
Total
|
|
$
|
(6,575
|
)
|
|
$
|
(63,698
|
)
|
|
$
|
47,534
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Intercompany receivables:
|
|
|
|
|
|
|
||
OSG Ship Management (Tampa)
|
|
$
|
2,086
|
|
|
$
|
—
|
|
OSG Bulk Ships, Inc.
|
|
1,193
|
|
|
809
|
|
||
Total
|
|
$
|
3,279
|
|
|
$
|
809
|
|
123
|
Overseas Shipholding Group, Inc.
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Intercompany payables:
|
|
|
|
|
|
|
||
OSG Bulk Ships, Inc.
|
|
$
|
—
|
|
|
$
|
563
|
|
OSG Ship Management Inc.
|
|
157
|
|
|
—
|
|
||
OSG Financial Corp.
|
|
117
|
|
|
116
|
|
||
Total
|
|
$
|
274
|
|
|
$
|
679
|
|
124
|
Overseas Shipholding Group, Inc.
|
|
1.
|
Purpose of the Plan
|
2.
|
Definitions
|
(a)
|
“Affiliate” means, with respect to a specified Person, a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the specified Person.
|
(b)
|
“Award Agreement” means a written agreement, in a form determined by the Committee from time to time, entered into by each Participant and the Company, evidencing the grant of an Incentive Award under the Plan.
|
(c)
|
“Board of Directors” means the Board of Directors of OSG.
|
(d)
|
“Cash Incentive Award” means an award granted to a Participant pursuant to Section 8 of the Plan.
|
(e)
|
“Change in Control” means (i) any one Person, or more than one Person acting as a group (as defined under Treasury Regulation § 1.409A-3(i)(5)(v)(B)), other than OSG or any employee benefit plan sponsored by OSG, acquires ownership of stock of OSG that, together with stock held by such Person or group, constitutes more than fifty percent (50%) of the total fair market value or total Voting Power of the stock of OSG; or (ii) any one Person, or more than one Person acting as a group (as defined under Treasury Regulation § 1.409A-3(i)(5)(v)(B)) other than OSG or any employee benefit plan sponsored by OSG acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) ownership of stock of OSG possessing thirty percent (30%) or more of the total Voting Power of the stock of OSG; or (iii) a majority of members of the Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors before the date of each appointment or election; or (iv) any one Person, or more than one Person acting as a group (as defined in Treasury Regulation § 1.409A- 3(i)(5)(v)(B)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions. For purposes of subsection (iv), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. The foregoing subsections (i) through (iv) shall be interpreted in a manner that is consistent with the Treasury Regulations promulgated pursuant to Section 409A of the Code so that all, and only, such transactions or events that could qualify as a “change in control event” within the meaning of Treasury Regulation §1.409A-3(i)(5)(i) will be deemed to be a Change in Control for purposes of this Plan.
|
(f)
|
“Code” means the Internal Revenue Code of 1986, as amended from time to time, and all regulations, interpretations and administrative guidance issued thereunder.
|
(g)
|
“Committee” means the Compensation Committee of the Board of Directors or such other committee as the Board of Directors shall appoint from time to time to administer the Plan and to otherwise exercise and perform the authority and functions assigned to the Committee under the terms of the Plan.
|
(h)
|
“Common Stock” means OSG’s Class A common stock, $0.01 par value per share, or any other security into which the common stock shall be changed pursuant to the adjustment provisions of Section 9 of the Plan.
|
(i)
|
“Company” means Overseas Shipholding Group, Inc. and all of its Subsidiaries, collectively.
|
(j)
|
“Deferred Compensation Plan” means any plan, agreement or arrangement maintained by the Company from time to time that provides opportunities for deferral of compensation.
|
(k)
|
“Effective Date” means the date the Plan is adopted.
|
(l)
|
“Employment” means the period during which an individual is classified or treated by the Company as a non-employee director of the Company.
|
(m)
|
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
|
(n)
|
“Fair Market Value” means, with respect to a share of Common Stock, as of the applicable date of determination or if the exchange is not open for trading on such date, the immediately preceding day on which the exchange is open for trading, the closing price as reported on the date of determination on the principal securities exchange on which shares of Common Stock are then listed or admitted to trading (the “Securities Exchange”). In the event that the price of a share of Common Stock shall not be so reported, the Fair Market Value of a share of Common Stock shall be determined by the Committee in its sole discretion taking into account the requirements of Section 409A of the Code.
|
(o)
|
“Incentive Award” means one or more Stock Incentive Awards and/or Cash Incentive Awards, collectively.
|
(p)
|
“Option” means a stock option to purchase shares of Common Stock granted to a Participant pursuant to Section 6.
|
(q)
|
“OSG” means Overseas Shipholding Group, Inc., a Delaware corporation (and any successor thereto).
|
(r)
|
“Other Stock-Based Award” means an award granted to a Participant pursuant to Section 7.
|
(s)
|
“Participant” means a non-employee director of the Company who is eligible to participate in the Plan and to whom one or more Incentive Awards have been granted pursuant to the Plan and have not been fully settled or cancelled and, following the death of any such Person, his successors, heirs, executors and administrators, as the case may be.
|
(t)
|
“Person” means a “person” as such term is used in Section 13(d) and 14(d) of the Exchange Act, including any “group” within the meaning of Section 13(d)(3) under the Exchange Act.
|
(u)
|
“Plan” means the Overseas Shipholding Group, Inc. Non-Employee Director Incentive Compensation Plan, as it may be amended from time to time.
|
(v)
|
“Securities Act” means the Securities Act of 1933, as amended.
|
(w)
|
“Stock Incentive Award” means an Option or Other Stock-Based Award granted pursuant to the terms of the Plan.
|
(x)
|
“Subsidiary” means any “subsidiary” within the meaning of Rule 405 under the Securities Act.
|
(y)
|
“Target Award” means target payout amount for an Incentive Award.
|
(z)
|
“Voting Power” means the number of votes available to be cast (determined by reference to the maximum number of votes entitled to be cast by the holders of Voting Securities upon any matter submitted to shareholders where the holders of all Voting Securities vote together as a single class) by the holders of Voting Securities.
|
3.
|
Stock Subject to the Plan and Limitations on Awards
|
4.
|
Administration of the Plan
|
5.
|
Eligibility
|
6.
|
Options
|
(a)
|
Exercise Price
|
(b)
|
Term and Exercise of Options
|
7.
|
Other Stock-Based Awards
|
8.
|
Cash Incentive Awards
|
9.
|
Adjustment Upon Certain Changes
|
(e)
|
Other Changes
|
(f)
|
Cash Incentive Awards
|
(g)
|
No Other Rights
|
(h)
|
Savings Clause
|
10.
|
Change in Control; Termination of Employment
|
(a)
|
Change in Control
|
(b)
|
Termination of Employment
|
11.
|
Rights Under the Plan
|
12.
|
No Special Employment Rights; No Right to Incentive Award
|
13.
|
Securities Matters
|
14.
|
Withholding Taxes
|
(a)
|
Cash Remittance
|
(b)
|
Stock Remittance
|
(c)
|
Stock Withholding
|
15.
|
Amendment or Termination of the Plan
|
16.
|
Recoupment
|
17.
|
No Obligation to Exercise
|
18.
|
Transfers
|
19.
|
Expenses and Receipts
|
20.
|
Failure to Comply
|
21.
|
Relationship to Other Benefits
|
22.
|
Governing Law
|
23.
|
Severability
|
24.
|
Effective Date and Term of Plan
|
Submitted by:
PURCHASER
__________________________________
Signature
__________________________________
Print Name
|
Accepted by:
OVERSEAS SHIPHOLDING GROUP, INC.
By: ____________________________________
Title: ___________________________________
Date Received: ___________________________
|
a.
|
[INSERT VESTING SCHEDULE]
|
Company TSR Relative to the TSR of the Companies in the Index
|
Percentage of Target RSUs That Vest and Become Nonforfeitable
|
[INSERT RANGE OF ACHEIVEMENT]
|
[INSERT THRESHOLD, TARGET AND MAXIMUM]
|
Performance Attainment (as a % of Performance Goal)
|
Percentage of Target RSUs that Vest and Become Nonforfeitable
|
[INSERT THRESHOLD, TARGET, MAXIMUM]
|
[INSERT RANGE OF ACHIEVEMENT]
|
Company
|
|
Where Incorporated,
Organized or Domiciled
|
American Shipholding Group, Inc.
|
|
New York
|
Juneau Tanker Corporation
|
|
New York
|
Maremar Tanker LLC
|
|
Delaware
|
Maritrans General Partner Inc.
|
|
Delaware
|
Maritrans Operating Company L.P.
|
|
Delaware
|
Mykonos Tanker LLC
|
|
Delaware
|
Ocean Bulk Ships, Inc.
|
|
Delaware
|
OSG 192 LLC
|
|
Delaware
|
OSG 209 LLC
|
|
Delaware
|
OSG 214 LLC
|
|
Delaware
|
OSG 242 LLC
|
|
Delaware
|
OSG 243 LLC
|
|
Delaware
|
OSG 244 LLC
|
|
Delaware
|
OSG 252 LLC
|
|
Delaware
|
OSG 254 LLC
|
|
Delaware
|
OSG America L.P.
|
|
Delaware
|
OSG America LLC
|
|
Delaware
|
OSG America Operating Company LLC
|
|
Delaware
|
OSG Bulk Ships, Inc.
|
|
New York
|
OSG Car Carriers, Inc.
|
|
New York
|
OSG Columbia LLC
|
|
Delaware
|
OSG Courageous LLC
|
|
Delaware
|
OSG Delaware Bay Lightering LLC
|
|
Delaware
|
OSG Endurance LLC
|
|
Delaware
|
OSG Enterprise LLC
|
|
Delaware
|
OSG Financial Corp.
|
|
Delaware
|
OSG Freedom LLC
|
|
Delaware
|
OSG Honour LLC
|
|
Delaware
|
OSG Independence LLC
|
|
Delaware
|
OSG Intrepid LLC
|
|
Delaware
|
OSG Maritrans Parent LLC
|
|
Delaware
|
OSG Navigator LLC
|
|
Delaware
|
OSG Product Tankers AVTC, LLC
|
|
Delaware
|
OSG Product Tankers Member LLC
|
|
Delaware
|
OSG Product Tankers II, LLC
|
|
Delaware
|
OSG Product Tankers I, LLC
|
|
Delaware
|
OSG Product Tankers, LLC
|
|
Delaware
|
OSG Ship Management, Inc.
|
|
Delaware
|
Overseas Anacortes LLC
|
|
Delaware
|
Overseas Boston LLC
|
|
Delaware
|
Overseas Houston LLC
|
|
Delaware
|
Overseas Long Beach LLC
|
|
Delaware
|
Overseas Los Angeles LLC
|
|
Delaware
|
Overseas Martinez LLC
|
|
Delaware
|
Overseas New Orleans LLC
|
|
Delaware
|
Overseas New York LLC
|
|
Delaware
|
Overseas Nikiski LLC
|
|
Delaware
|
Overseas Philadelphia LLC
|
|
Delaware
|
Overseas ST Holding LLC
|
|
Delaware
|
Overseas Tampa LLC
|
|
Delaware
|
Overseas Texas City LLC
|
|
Delaware
|
Santorini Tanker LLC
|
|
Delaware
|
Transbulk Carriers, Inc.
|
|
Delaware
|
Company
|
|
Where Incorporated,
Organized or Domiciled
|
U.S. Shipholding Group, Inc.
|
|
New York
|
Vivian Tankships Corporation
|
|
New York
|
1
|
I have reviewed this annual report on Form 10-K of Overseas Shipholding Group, Inc.;
|
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and we have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
|
|
|
Date: March 9, 2017
|
/s/ SAMUEL H. NORTON
|
|
Samuel H. Norton
|
|
Chief Executive Officer
|
1
|
I have reviewed this annual report on Form 10-K of Overseas Shipholding Group, Inc.;
|
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and we have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
Date: March 9, 2017
|
/s/ RICHARD TRUEBLOOD
|
|
Richard Trueblood
|
|
Chief Financial Officer
|
Date: March 9, 2017
|
/s/ SAMUEL H. NORTON
|
|
Samuel H. Norton
|
|
Chief Executive Officer
|
|
|
Date: March 9, 2017
|
/s/ RICHARD TRUEBLOOD
|
|
Richard Trueblood
|
|
Chief Financial Officer
|